Circle Internet Financial Limited Share Award Scheme

PART A: INTERPRETATION AND ADMINISTRATION

1

2

PART B: GRANT OF OPTIONS

3

4

5

6

PART C: EXERCISE OF OPTIONS

7

8

PART D: AMENDMENTS

9

10

PART E: MISCELLANEOUS

11

12

13

DEFINITIONS AND INTERPRETATION

In this UK Sub Scheme:-

whose Committed Time amounts to:-

at least 25 hours a week; or

if less at least 75% of his Working Time; and

who has no (and for the purposes of paragraph 28 of Schedule 5, is not regarded as having a) Material Interest in any company in the Group

References to Shares in respect of which an Option subsists at any time are to be read and construed as references to the Shares over which the Option is then held (and in respect of which it has not then lapsed).

Words and expressions used in this UK Sub Scheme and in the ancillary documents which are not defined in this Rule 1 have the meanings they bear for the purposes of ITEPA.

Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made form time to time under that statute or statutory provision.

Words denoting the masculine gender shall include the feminine.

Words denoting the singular shall include the plural and vice versa.

References to rules are to the rules of this UK Sub Scheme and no account should be taken of the rule headings which have been inserted for ease of reference only.

PURPOSE AND ADMINISTRATION

The Board may from time to time make and vary such rules and regulations not inconsistent with the rules of this UK Sub Scheme and establish such procedures for its administration and implementation as they think fit.

If any question, dispute or disagreement arises as to the interpretation of this UK Sub Scheme or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this UK Sub Scheme, the decision of the Board shall be final and binding upon all persons.

The cost of introducing and administering the UK Sub Scheme shall be met by the Company or Subsidiaries whose employees are participating in the Scheme. To the extent that the Company meets these costs, the Company shall be entitled, if it wishes, to charge an appropriate part of such cost to a Subsidiary whose employees are participating in the UK Sub Scheme. The Company shall also be entitled, if it wishes, to charge to a Subsidiary the opportunity cost of Scheme Shares transferred to an Optionholder employed by the Subsidiary following the Vesting of his Option.

ELIGIBILITY

Subject to the following provisions of this Rule 3, the Board shall have an absolute discretion as to the selection of persons to whom Options may be granted.

An Option may only be granted to an Eligible Person.

An Option intended to qualify as an EMI Option may only be granted to an Eligible Employee.

GRANT AND ACCEPTANCE OF OPTIONS

An Option shall be granted by the Company and the Eligible Person to whom it is to be granted executing an Option Contract.

By executing an Option Contract, the Optionholder shall:

indemnify the Company and (if different) the Optionholder’s Employer against any liability they may have to account for any Option Tax Liability;

if the Board so determine in relation to any Option, agree with and undertake to the Company and, if different, the Optionholder’s Employer that the Optionholder’s Employer may recover from the Optionholder the whole or any part of any Employer’s NICs payable in respect of any Option Gain;

agree and consent to:

the collection, use and processing of his personal data by any member of the Group, any Associated Company or any trustee and the transfer of his personal data to (i) any third party administrator of the Scheme (ii) any broker through whom Scheme Shares are to be sold on behalf of an Optionholder (iii) any investor in the Company and/or a Subsidiary;

members of the Group, any Associated Company or any trustee or third party administrator of the Scheme or any brokers, transferring the Optionholder’s personal data amongst themselves for the purposes of implementing, administering and managing the Scheme and the grant of Options and the acquisition of Scheme Shares pursuant to such Option;

the use of personal data by any such person for any such purposes; and

the transfer to and retention of personal data by third parties (including any situated outside the European Economic Area and in particular the United States of America) for or in connection with such purposes.

agree to join, if requested to do so, with the Optionholder’s Employer in making an election as mentioned in section 431 of ITEPA for the full or partial disapplication of Chapter 2 of Part 7 ITEPA (restricted securities) in the form set out in Appendix 2 to the Option Contract (or in such other form as the Board may specify from time to time) (a “Section 431 Election”).

for an Option intended to qualify as an EMI Option, declare that he meets the requirements of paragraph 26 of Schedule 5 in relation to that Option insofar as his Committed Time amounts to:

at least 25 hours a week; or

if less, at least 75% of his Working Time.

EXERCISE PRICE

Subject to Rule 5.2 and any adjustment made pursuant to Rule 9, the Exercise Price shall be specified by the Board at the Date of Grant.

The Exercise Price in respect of a Subscription Option shall not (except as mentioned in Rule 9.1.4(b)) be less than the nominal value of a Share.

LIMITS ON THE GRANT OF EMI OPTIONS

An EMI Option may only be granted to an Eligible Employee to the extent that the total market value of the shares which the Eligible Employee can acquire on the exercise of EMI Options or CSOP Options granted to him by reason of his employment with:

any member of the Group; or

any two or more members of the Group,

If an Eligible Employee has been granted EMI options over shares with a total market value of £250,000 (or such other amount as may be specified by paragraph 6 of Schedule 5 at the relevant time) by reason of his employment with any one or more members of the Group, whether or not those EMI options have been exercised or released, any further Option granted to that Eligible Employee by reason of his employment with any member of the Group shall not be an EMI Option if the Date of Grant of such Option falls within the period of three years after the date of grant of the latest of the EMI options which are counted for the purposes of such limit.

An EMI Option may only be granted to an Eligible Employee to the extent that any such grant would not cause the limit of £3 million (or such other limit as is specified in paragraph 7 of Schedule 5 from time to time) on the total market value of Shares which are the subject of unexercised EMI options to be exceeded. If the grant of an Option causes that limit to be exceeded, paragraph 7(3) of Schedule 5 shall apply, and if the grant of two or more Options at the same time causes that limit to be exceeded, paragraphs 7(4) and 7(5) of Schedule 5 shall apply so that any such Options shall qualify as EMI options under Schedule 5 to the extent permitted by those provisions. Any Option shall not be an EMI Option if, immediately before it is granted, the total market value of Shares which can be acquired on the exercise of unexercised EMI Options already exceeds £3 million or such other limit as is specified in paragraph 7 of Schedule 5 from time to time.

For the purposes of this Rule 6, market value shall be determined as at the relevant dates of grant and in accordance with paragraphs 5(6) – (8), 55 and 56 of Schedule 5.

EXERCISE OF OPTIONS - GENERAL RULES

During his lifetime, only the individual to whom an Option is granted may exercise that Option.

An Option may not be exercised on any occasion if the exercise would not be in compliance with the law or any regulation with the force of law.

It is a condition of exercise that the Optionholder agrees to indemnify the Company and the Optionholder’s Employer in respect of any Option Tax Liability.

An Option may not be exercised if the Optionholder, having been required to do so, has not entered into a Section 431 Election (see Rule 4.2.4).

Subject to adjustment in accordance with Rule 6.8 of the Scheme, an Option shall only be exercisable within such time period, in such manner and in such circumstances, as specified in the applicable Option Contract.

Notwithstanding the provisions of this UK Sub Scheme and of any Option Contract, no Option shall be exercisable later than the day immediately preceding the tenth anniversary of the Date of Grant, and for the avoidance of doubt, an Option shall lapse and cease to be exercisable no later than such date to the extent not exercised.

ISSUE OR TRANSFER OF SHARES

Subject to Rule 8.2, within the period of 30 days beginning with the date on which the Company receives a notice of exercise which complies with the procedures set out in the relevant Option Contract, the Company shall issue, transfer or procure the issue or transfer to the Optionholder of such number of Shares as is specified in the notice.

Shares may not be issued or transferred pursuant to the exercise of an Option on any occasion if such issue or transfer would not be in compliance with the law or any regulation within the force of law.

If the Company is restricted from issuing, transferring or procuring the issue or transfer of Shares by reason of any statutory, regulatory or other legal provision or rule or any other applicable requirement or guidance which relates to dealings in Shares by directors or employees or any member of the Group, the Company shall not be obliged to issue, transfer or procure the issue or transfer of Shares in consequence of an Option exercise until after all such restrictions are lifted and shall then do so within 30 days.

Subject to Rule 8.6, as soon as reasonably practicable after the issue or transfer of any Shares pursuant to Rules 8.1 or 8.3, the Company shall procure:-

the issue to the Optionholder of a definitive share certificate or such other acknowledgement of shareholding as is prescribed from time to time in respect of the Shares so allotted or transferred; and

if the Option remains partially unexercised, that either the relevant Option Contract is amended so as to indicate the number of Shares in respect of which the Option subsists, or that the Optionholder is issued with a new Option Contract which contains all the information which would have been contained in such amended Option Contract.

The allotment or transfer of any Shares under this UK Sub Scheme shall be subject to the Company’s Articles of Association and to any necessary consents of any governmental or other authorities (whether in the United Kingdom or otherwise) under any enactments or regulations from time to time in force. It shall be the responsibility of the Optionholder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

Some or all of the Shares acquired upon the exercise of an Option may, if the Optionholder so requests, be issued or transferred to a nominee of the Optionholder PROVIDED THAT beneficial ownership of such Shares shall be Vested in the Optionholder.

All Shares issued or transferred under this UK Sub Scheme shall rank equally in all respects with the Shares then issued except for any rights attaching to such other Shares by reference to a record date preceding the date of the issue or transfer of the Shares acquired on the exercise of the Options.

VARIATION OF SHARE CAPITAL

If the Ordinary Share Capital is altered by way of capitalisation or rights issue, sub-division, consolidation or reduction, or in the event of a demerger, or if there is any other variation in the share capital of the Company, the Board may in respect of any Option make such adjustment as they consider appropriate:-

to the aggregate number or description of Option Shares; and/or

to the Exercise Price; and/or

if an Option has been exercised but no Shares have been issued or transferred in accordance with Rules 8.1 or 8.2, to the number or description of Shares which may be so issued or transferred and the Exercise Price; and/or

to the Vesting conditions,

in the case of an EMI Option no such adjustment should be made if the effect of the adjustment would be to affect the aggregate value of the Option Shares;

except insofar as the Board (on behalf of the Company) agree to capitalise the Company’s reserves and apply the same at the time of exercise in paying up the difference between the Exercise Price and the nominal value of the Shares, the Exercise Price of any Subscription Option shall not be reduced below a Share’s nominal value;

the number of Shares as so adjusted has been rounded down to the nearest whole number and the Exercise Price has been rounded up to the nearest whole penny;

for the avoidance of doubt, the Board may make an adjustment even if such adjustment is a Disqualifying Event for EMI purposes and/or may be regarded by HMRC as the release of the Option and the grant of a replacement share option which lacks EMI tax advantages; and

an adjustment shall not be made until the Auditors have confirmed in writing to the Board that such adjustment is in their opinion fair and reasonable.

Details of any adjustment shall be given to any affected Optionholders as soon as reasonably practicable.

ALTERATION OF THE UK SUB SCHEME

Power to amend UK Sub Scheme

Amendments to UK Sub Scheme

An amendment may not be made for the benefit of existing or future Optionholders to the Rules of the UK Sub Scheme relating to:

the definitions of “Eligible Person”;

the limit on the number of Scheme Shares which may be acquired under Option under the Scheme;

this Rule 10.2,

Nothing in this Rule 10.2 shall prohibit any amendment to those Rules which is of a minor nature and benefits the administration of the UK Sub Scheme or any amendment which is necessary or desirable in order to take account of a change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the UK Sub Scheme, the Company or some other member of the Group.

Termination of the UK Sub Scheme

Rights of existing Optionholders

Notification of Optionholders

SERVICE OF DOCUMENTS

Notice by Company

Deceased Optionholders

Notice to Board or Company

JURISDICTION

The formation, existence, construction, performance, validity and all aspects whatsoever of the Scheme, any term of the UK Sub Scheme and any Option granted under it shall be governed by the laws of Ireland (excluding Northern Ireland). The Courts of Ireland (excluding Northern Ireland) shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the UK Sub Scheme. The jurisdiction agreement contained in this Rule 12 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction. By accepting the grant of an Option and not renouncing it, an Optionholder is deemed to have agreed to submit to such jurisdiction.

All disputes and differences arising out of this UK Sub Scheme or otherwise in connection therewith may be referred by the Company to arbitration pursuant to the provisions of the Arbitration Act 2010 and any Optionholder so affected shall submit to such arbitration.

THIRD PARTY RIGHTS

CIRCLE INTERNET FINANCIAL LIMITED (previously known as Boston Internet Financial Services Limited) incorporated in Ireland under company number 531058 and having its registered office at Guinness Enterprise Centre, Taylor’s Lane, Dublin 8 (the “Company”);and

[EMPLOYEE] of [address] (the “Optionholder”).

DEFINITIONS AND INTERPRETATION

In this Option Contract:-

in the opinion of the Board, substantially equivalent to his rights under this Option; and

on terms approved by the Board (having regard tothe requirements of Part 6 of Schedule 5 where the new options are to be treated for the purposes of the EMI Code as a replacement option)

Delete if not an EMI Option

Delete if not an EMI Option

Words and expressions used in this Option Contract and in the ancillary documents which are not defined in this Rule 1 or the UK Sub Scheme have the meanings they bear for the purposes of ITEPA.

Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made from time to time under that statutory provision.

Words denoting the masculine gender shall include the feminine.

Words denoting the singular shall include the plural and vice versa.

1.6 References to rules are to rules of this Agreement and no account should be taken of headings which have been inserted for ease of reference only.

GRANT OF SHARE OPTION

The Company HEREBY GRANTS to the Optionholder the right, exercisable only subject to and in accordance with the terms and conditions set out in this Option Contract and in the rules of the UK Sub Scheme, to acquire a maximum of [ ] Shares at an Exercise Price of [ ] per Share (this “Option”).

This Option has been granted pursuant to, and in accordance with, the UK Sub Scheme.

A copy of the rules of the UK Sub Scheme is available for viewing, on request from the Company Secretary.

STATUS AS AN EMI OPTION

This Option has been granted on terms intended to qualify this Option as an EMI Option.

The Optionholder agrees, and shall complete a declaration in the form set out in Appendix to this Option Contract (or such other form as the Board may specify from time to time), that he meets the requirements of paragraph 26 of Schedule 5 in relation to this Option insofar as his Committed Time amounts to:

at least 25 hours a week; or

if less, at least 75% of his Working Time

The Optionholder’s Employer shall notify HMRC of this Option within 92 days of the Date of Grant, as required by Schedule 5.

Although it is intended that this Option should qualify as an EMI Option no warranty is given by the Company that this Option does in fact qualify as an EMI Option nor that it will continue to so qualify up until the time when the Optionholder exercises this Option.

There may be restrictions on the transfer of Shares contained in the Company’s Articles of Association. A copy of the Articles of Association as at the Date of Grant is available from the Company Secretary on request.

Nothing in this Option Contract shall be taken to impose any restriction or limitation upon the exercise by the members of the Company of their rights to make any alteration to the Articles of Association or the share capital of the Company.]³

VESTING AND EXERCISE OF OPTIONS

Vesting of Options

Subject to Rules 5 and 6, this Option shall Vest and become exercisable as follows:

[set out conditions relating to Vesting, which may include double or single trigger acceleration provisions at the discretion of the Board]

[set out [performance] conditions attaching to the Option]

If and to the extent that existing shareholders in the Company are subject to restrictions on the exercise of any rights attaching to their shares in the Company as set out in any shareholders’ agreement and/or lock-up arrangement, the Board may require that this Option may not Vest unless the Optionholder executes a deed of adherence in a form acceptable to the Company whereby the Optionholder agrees to be bound by the terms of such shareholders’ agreement and/or lock-up arrangement.

If it is agreed with the Optionholder that he should transfer his employment to another company in the Group, the Board may, in its absolute discretion, resolve and require that:

the Vesting of any Unvested part of this Option shall be satisfied by the delivery of such number of fully paid voting ordinary shares in the capital of the Optionholder’s new employer as shall have the same Market Value on the date of Vesting as any Unvested part of the Option. If the Board does not exercise its discretion pursuant to this Rule 4.1.3(a), this Option shall not lapse but shall continue in force in accordance with its terms; and/or

any Scheme Shares held by the Optionholder shall be exchanged for such number of fully paid voting ordinary shares in the capital of the Optionholder’s new employer as shall have the same Market Value on the date of transfer provided however that the Company shall procure the discharge of any tax arising from such exchange.

Latest date for Exercise of Options

Delete Rule 3 if not an EMI Option.

Optionholder to be employed within the Group on exercise of Option

Exercise of Options

Subject to the provisions of these Rules, a Vested Option may be exercised in whole or in part (being 100 Shares or a multiple thereof or less if the exercise in question is a final exercise) at any time or times after its Date of Grant.

Upon the exercise of an Option in whole or in part the Optionholder shall pay the Exercise Price to the Company in respect of the number of Shares over which the Option has been exercised and shall deliver the notice of exercise (as attached at Appendix 3 or in such other form as the Board so determines) to the Company and the Company, as soon as practicable after the receipt by it of the notice of exercise and the Exercise Price, shall issue the appropriate number of Scheme Shares to the Optionholder and if appropriate, shall deliver an amended Option Contract to the Optionholder in respect of the part of the Option that remains unexercised.

In relation to anything done pursuant to the Scheme, the Board shall not be under any obligation to procure the transfer of or to transfer Scheme Shares to or pay cash to and/or do any other thing in relation to the Optionholder under or in connection with this Scheme unless and until the Board is satisfied in regard to compliance with Rule 12.

VESTING IN SPECIAL CIRCUMSTANCES⁴

Death

the first anniversary of the date of death; and 5.1.2 the tenth anniversary of the Date of Grant and this Option will automatically expire to the extent that it has not been so exercised.

Injury, disability, redundancy and termination of employment by mutual agreement

injury, ill health or disability;

redundancy;

EMI tax advantages are restricted if an EMI Option is not exercised within 90 days of a Disqualifying Event (except in the case of the death of an Optionholder, whereby an EMI Option may be exercised within 12 months from the date of death).

the transfer of the undertaking or part-undertaking in which the Optionholder is employed to an entity other than a member of the Group;

the company by which the Optionholder is employed ceasing to be under the Control of the Company; or

an agreement between the Optionholder and his employer,

the first anniversary of the date on which he will have so ceased to be a director of a company in the Group or ceased to be an employee employed by the Group; and

the tenth anniversary of the Date of Grant and this Option will automatically expire to the extent that it has not been so exercised.

Termination of employment by dismissal

in circumstances justifying the summary dismissal of the Optionholder from his employment; or

his employer subsequently determines that before the Optionholder’s employment ceased circumstances had arisen in which the Optionholder’s employer was entitled to dismiss the Optionholder summarily

Termination of employment by resignation

the tenth anniversary of the Date of Grant; and

[(insert the latest date on which this Option may be exercised if

Optionholder relocated abroad⁵

the Optionholder would suffer less favourable tax treatment on the exercise of his Options; or

the exercise of this Option would become subject to a restriction or there would arise some restriction on the ability of the Optionholder to hold or deal in the Scheme Shares or the proceeds of sale of the Scheme Shares acquired on the exercise of this Option,

Meaning of ceasing to be employed by a company in Group

Interaction of rules

If this Option has become capable of exercise under Rule 5.2 to 5.5 and, during the period allowed for the exercise of the Option under those provisions, the Optionholder dies, the period allowed for the exercise of the Option shall be the period allowed by Rule 5.1.

If this Option has become capable of exercise under Rule 5 and, during the period allowed for the exercise of the Option under Rule 6, the Option becomes capable of exercise under Rule 6 also (or vice versa), the latest period allowed for the Vesting of the Option shall be the earliest of the period allowed by Rule 5 and the period allowed by Rule 6.

EARLY VESTING AS A CONSEQUENCE OF A CORPORATE TRANSACTION⁶

General offer for Company

a person, who is not already a shareholder in the Company or a shareholder in a wholly owned subsidiary of a shareholder in the Company, acquires 80% or more of the issued share capital of the Company; or

Note, that the tax treatment of the EMI Option may be affected if the Optionholder relocates abroad.

See footnote 8 above.

a person, who is already a shareholder in the Company or a shareholder in a wholly owned subsidiary of a shareholder in the Company, makes an offer to acquire the entire issued share capital of the Company and such offer is accepted by the holders of 80% of the shares not already owned directly or indirectly by the offeror or an entity related to it,

the Board must consider whether to exercise this discretion before the expiry of the period referred to in (b) below or may exercise this discretion in respect of this Option by so resolving at the time that it grants the Option;

the exercise shall take effect on such day as the Board shall determine provided that it shall be before the expiry of two months from the date of the event referred to in Rule 6.1.1 or 6.2.2 as applicable; and

where the Board exercises its discretion in accordance with this Rule 6.1, this Option, to the extent not so exercised shall lapse.

Compulsory acquisition of Company

the Board must consider whether to exercise this discretion before the expiry of the period referred to in Rule 6.2.2 below or may exercise this discretion in respect of any Option by so resolving at the time that it recommends the grant of such Option;

the exercise shall take effect on such day as the Board shall determine provided that it shall be not later than 7 days before the expiry of the period within which the Compulsory Purchaser is entitled to serve such notice;

unless otherwise determined by the Board, the number of Scheme Shares in respect of which this Option may be exercised under this Rule shall be the maximum number of Scheme Shares in respect of which the Option may be exercised, whether Vested or Unvested; and

where the Board exercises its discretion in accordance with this Rule 6.2, this Option, to the extent not so exercised shall lapse.

Reconstruction or amalgamation of Company

the Board must consider whether to exercise this discretion before the court hearing referred to in Rule [•]

below or may exercise this discretion in respect of this Option by so resolving at the time that it recommends the grant of this Option;

the exercise shall be conditional on the compromise or arrangement becoming effective and shall take effect on the day the court sanctions the compromise or arrangement; and

unless otherwise determined by the Board, the number of Scheme Shares in respect of which this Option may be exercised under this Rule shall be the maximum number of Scheme Shares in respect of which the Option may be exercised, whether Vested or Unvested;

where the Board exercises its discretion in accordance with this Rule 6.3, any Option to the extent not so exercised shall lapse; and

if the compromise or arrangement does not become effective, any conditional exercise of an Option shall be of no effect and the Option shall continue to exist.

Merger or Division of the Company

a merger or division of the Company pursuant to the European Communities (Mergers and Divisions of Companies) Regulations, 1987 (Statutory Instrument 137 of 1987); or

a merger of the Company pursuant to the European Communities (Cross-Border Mergers) Regulations 2008 (Statutory Instrument 157 of 2008), then the Board may in its absolute discretion:

allow this Option (whether Vested or Unvested) to be exercised in whole or in part in accordance with the following:

the Board must consider whether to exercise this discretion before the day preceding the merger or division or may exercise this discretion in respect of this Option by so resolving at the time that it recommends the grant of this Option;

the exercise shall be conditional on the happening of the merger or division and shall be deemed to take effect on a day preceding the merger or division as the Board shall determine provided that if the merger or division is not completed, any conditional exercise of this Option shall be of no effect and the Option shall continue to exist;

unless otherwise determined by the Board, the number of Scheme Shares in respect of which an Option may be exercised under this Rule shall be the maximum number of Scheme Shares in respect of which the Option may be exercised, whether Vested or Unvested; and

where the Board exercises its discretion in accordance with this Rule 6.4, any Options not so exercised shall lapse; or

resolve that all subsisting Options shall continue to exist without any adjustment to their terms; or

resolve that all subsisting Options are voided and replaced with Options in the purchaser that causes the change of Control of an equivalent value as determined by the Board in its discretion and as the Auditors shall have confirmed in writing to be, in their opinion, fair and reasonable.

Winding up of Company

the Board must consider whether to exercise this discretion before the passing of the Winding Up Resolution or may exercise this discretion in respect of this Option by so resolving at the time that it recommends the grant of this Option;

the exercise shall be conditional on the passing of the Winding Up Resolution and shall take effect on the day the resolution is passed; and

unless otherwise determined by the Board the number of Scheme Shares in respect of which this Option may be exercised under this Rule shall be the maximum number of Scheme Shares in respect of which the Option may be exercised, whether Vested or Unvested.

Sale of Company’s Business

Sale of Subsidiary

Investment in the Company or a Subsidiary

Meaning of “obtains Control of the Company”

Notification of Optionholders

EXCHANGE OF OPTIONS ON TAKEOVER OR MERGER OF COMPANY⁷

Exchange of Options

the Acquiring Company; or

a company which has Control of the Acquiring Company; or

a company which either is, or has Control of, a company which is a member of a consortium within the meaning of section 410 Taxes Consolidation Act 1997 which owns either the Acquiring Company or a company having Control of the Acquiring Company.

Period allowed for exchange of Options

where Rule 6.1 applies, the period referred to in that Rule;

Note that if an EMI Option is granted, certain legislative requirements have to be met in order to retain EMI tax advantages if an EMI Option is exchanged pursuant to Rule 7 of this Option Contract.

where Rule 6.2 applies, the period during which the Acquiring Company remains so entitled or bound;

where Rule 6.3 applies, the period of six months beginning with the time when the court sanctions the compromise or arrangement; or

where Rule 6.4 applies, the period of six months beginning with the date the merger or division becomes effective.

Meaning of “equivalent”

the New Option shall be exercisable in the same manner as this Option and shall be subject to the same provisions of the UK Sub Scheme as had effect immediately before the release of this Option;

the total Market Value of the New Scheme Shares which are the subject of the New Option is equal to the total Market Value, immediately after the grant of the New Option, of the Scheme Shares under this Option provided however that no New Option shall be required to be granted over a fraction of a New Scheme Share; and

the total amount payable by the Optionholder for the acquisition of the New Scheme Shares under the New Option is as nearly as may be equal to the total amount that would have been payable by the Optionholder for the acquisition of the Scheme Shares under this Option.

Date of Grant of New Option

Application of Scheme to New Option

PUBLIC LISTING

if the listing does not become effective, any conditional Vesting and exercise of this Option shall be of no effect and the Option shall continue to exist;

the date of Vesting and exercise of this Option which Vests and becomes exercisable conditionally under this Rule 8 shall be deemed to be the date upon which listing takes effect; and

where the Board resolves that only part of this Option shall Vest and become exercisable on a listing becoming effective, the balance of the Option which remains unexercised shall lapse on the listing becoming effective.

LAPSE OF OPTIONS

This Option shall lapse on the earliest of:

subject to Rule 5.1, the tenth anniversary of the Date of Grant;

subject to Rules 5.1 to 5.4, the Optionholder ceasing to be a director or, be employed by a company within the Group;

the date on which it is provided that this Option shall lapse under Rules 5.1 to 5.4;

the date on which a resolution is passed or an order is made by the court for the compulsory winding up of the Company; and

the date on which the Optionholder becomes bankrupt, enters into a compromise with his creditors generally or, except as permitted by Rule 6 purports to transfer, assign or otherwise alienate this Option.

RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

Notwithstanding any other provision of the UK Sub Scheme:

the UK Sub Scheme shall not form part of any contract of employment between the Company or any Subsidiary and the Optionholder;

unless expressly so provided in his contract of employment, the Optionholder has no right or entitlement to be granted an Option or any expectation that an Option might be granted to him, whether subject to any conditions or at all;

the benefit to the Optionholder of participation in the UK Sub Scheme (including, in particular but not by way of limitation, this Option or any other Options held by him) shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable;

the rights or opportunity granted to the Optionholder on the grant of this Option shall not give the Optionholder any rights or additional rights and if the Optionholder ceases to be employed within the Group, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the UK Sub Scheme (including, in particular but not by way of limitation, this Option or any other Options held by him which lapse by reason of his ceasing to be employed within the Group) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise;

the rights or opportunity granted to the Optionholder on the grant of this Option shall not give the Optionholder any rights or additional rights in respect of any pension scheme operated by the Company or any of its Subsidiaries;

the Optionholder 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 or retain Scheme Shares, or any interest in Scheme Shares pursuant to this Option in consequence of the loss or termination of his office or employment with the Company or any present or past Subsidiary for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair).

By accepting the grant of an Option and not renouncing it, the Optionholder is deemed to have agreed to the provisions of this Rule 10.

[The Optionholder shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of the occurrence of any Disqualifying Event or of any other act or omission, whether by the Company or otherwise, whereby this Option loses its status as an EMI Option.]⁸

NON-TRANSFERABILITY OF OPTION

During his lifetime only the Optionholder may exercise this Option.

This Option shall immediately lapse and cease to be exercisable if the Optionholder:-

transfers or assigns it (other than to his Personal Representatives), or mortgages, charges or otherwise disposes of it;

is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the UK Insolvency Act 1986;

makes or proposes a voluntary arrangement under the UK Insolvency Act 1986, or any other scheme or arrangement in relation to his debts, with his creditors or any section of them; or

is not, or ceases for any other reason (except his death) to be, the legal or beneficial owner of the Option.

TAX INDEMNITY

The Optionholder hereby agrees to indemnify the Company and the Optionholder’s Employer in respect of any Option Tax Liability.

[The Optionholder hereby agrees with and undertakes to the Company and the Optionholder’s Employer that the Optionholder’s Employer may recover from the Optionholder the whole of any Employer NICs.]

Where, in relation to this Option, the Company or any member of the Group (as the case may be) is liable, or is in accordance with current practice believed by the Board to be liable, to account for any Option Tax Liability, the Option may not Vest and/or be exercised unless the Board is satisfied that:

Delete if not an EMI Option

the Optionholder has authorised the sale of some or all of the Scheme Shares upon exercise of his Option and the payment to the Company or the member of the Group (as the case may be) of an amount sufficient to discharge the liability from the proceeds of sale thereof); or

the Optionholder has paid to the Company or the member of the Group (as the case may be) an amount sufficient to discharge the liability, or

the Optionholder has entered into some other arrangement (including a loan) with the Company or the member of the Group (as the case may be) to ensure that such amount is otherwise available to the Company or the member of the Group (as the case may be).11

[RESTRICTED SECURITIES

POWER OF ATTORNEY

The Optionholder appoints the Company Secretary or any director of the Company to be the Optionholder’s lawful attorney for the purpose of:

executing, in the Optionholder’s name and on the Optionholder’s behalf, a restricted securities election (as referred to in Rule 13); and

selling (at the best price which can reasonably be obtained at the time of sale) such number of the Shares to which the Optionholder becomes entitled upon the exercise of this Option as is necessary to enable the Company to procure payment to the Optionholder’s Employer out of the net proceeds of sale of the Shares (after deducting fees, commissions and expenses incurred in relation to the sale) an Note that any UK legal consequences will have to be ascertained prior to entering into a loan pursuant to Rule 12.3.3 of this Option Contract. amount sufficient to satisfy the indemnity referred to in Rule 12 and paying such monies to the Optionholder’s Employer.

This power of attorney is given by way of security for the performance of the Optionholder’s obligations contained in Rules 12 and 13, and is irrevocable in accordance with section 4 of the UK Powers of Attorney Act 1971.

COUNTERPARTS

The Company Secretary, Circle Internet Financial Limited

☐   25 hours a week

☐   75% of my working time

Signature (Employee)

Date

Only to be completed if an EMI Option

Complete and delete as appropriate

acquired by the Employee on [insert date]

to be acquired by the Employee between [dd/mm/yyyy] and [dd/mm/yyyy]

*   to be acquired by the Employee after

Signature (Employee)

Date

Signature (for and on behalf of the Company)

Position in company

The Company Secretary, Circle Internet Financial Limited

Delete/insert number as appropriate.

Except where alternative arrangements have been approved by the Company, this form must be accompanied by a remittance for the Exercise Price for the Shares in respect of which the Option is exercised.

If the Option is exercised by executors of the Optionholder, either an office copy of the Probate, or, if the grant of Probate has not yet been obtained, a certified copy of the will and the death certificate should accompany this form. If the Optionholder died intestate, and the Option is exercised by the administrators of his estate, an office copy of the Letters of Administration should accompany this form.

Under current tax rules, a charge to income tax and NICs may arise when this Option is exercised. It is a condition of exercise of the Option that you will be required to enter into arrangements to ensure that any such Option Tax Liability [including any liability to Employer’s NICs]¹¹ will be borne by, and recovered from, you.

IMPORTANT. The Company does not undertake to advise you on the tax consequences of exercising your Option. If you are unsure of the tax liabilities which may arise, you should take appropriate professional advice before exercising your Option.

You shall not be entitled to exercise the Option at any time, whether or not you are then a director of any company, when to do so would contravene the provisions of any code of the Company governing share dealings by directors and employees.

Include or delete as appropriate

Scope of the Second UK Sub-Scheme. This Addendum shall only apply to the grant of Awards in the form of Conditional Share Awards or Restricted Share Awards pursuant to the Scheme with the intention of adapting the rules of the Scheme to the extent necessary to comply with or better adhere to the legal and compliance requirements which apply in the United Kingdom.

Definitions.

Employer Company means the Award Holder’s employer or former employer as applicable;

ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;

NICs means National Insurance contributions;

Taxable Event. Any event or circumstance that gives rise to a liability for the Award Holder to pay income tax and NICs or either of them (or their equivalents in any jurisdiction) in respect of:

the Award, including any release, exercise, assignment or surrender for consideration or the receipt of any benefit in connection with it;

any Shares, or other securities or assets:

earmarked (as defined in Part 7A of ITEPA 2003) or held to satisfy the Award;

acquired on Vesting, release or exercise of the Award;

acquired as a result of holding the Award; or

acquired in consideration of the assignment or surrender of the award;

any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in (b) above;

entering into an election under section 430 or 431 of ITEPA 2003; or

any amount due under PAYE in respect of securities or assets within paragraphs (a) to (d) above, including any failure by the Award Holder to make good such amount within the time limit specified in section 222 of ITEPA 2003.

Tax Liability means the total of (i) any income tax and primary class 1 (employee) NICs (or their equivalents in any jurisdiction) for which the Employer Company or any member of the Group is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event; or (ii) unless the Company on behalf of the Employer Company of the Award Holder directs otherwise, any Employer NICs (or similar liability in any other jurisdiction) that any Employer Company is or may be liable to pay (or reasonably believes it is or may be liable to pay) as a result of any Taxable Event and that can be recovered lawfully from the Award Holder;

Amendments to the Scheme Rules. For the purposes of this Schedule, the following adaptations shall be made to the rules of the Scheme:

Rule 6.2 (b) to be replaced with the words “redundancy within the meaning given to that term by the Employment Rights Act 1996”;

Rule 6.6 to be replaced with the words “For the purposes of Rule 6.2, an Award Holder shall not be treated as ceasing to be employed by the Group until he no longer holds any consultancy, office or employment in or with the Company or any Subsidiary.”

Rule 15.4 to be replaced with the words “An Award Holder shall provide to the Company (or the Employer Company, as appropriate) as soon as reasonably practicable such information as the Company reasonably requests for the purposes of complying with its obligations under section 897 of TCA 1997 or for the purposes of reporting the Award pursuant to section 431JA ITEPA 2003.”

Rule 18 to be replaced with the words “For the purposes of operating the Scheme, the Company will collect and process information relating to Eligible Persons and Award Holders in accordance with the privacy notice which is located on the Circle Intranet.

Tax Liabilities and Deductions. In addition to the provisions of Rule 13, the following provisions shall also apply to any Award pursuant to this Addendum.

The Award Holder shall indemnify the Employer Company and each member of the Group in respect of any Tax Liability.

The Award Certificate shall include the Award Holder’s irrevocable agreement to:

pay the Tax Liability to the Employer Company; and

enter into arrangements to the satisfaction of the Company or Employer Company to pay the Tax Liability.

If an Award Holder does not pay the Tax Liability within seven days of any Taxable Event the Company or Employer Company as appropriate may, in addition to the provisions of Rule 13.2 of the Scheme:

if at the time of the Taxable release any Shares are readily saleable at the time, retain and sell such number of Shares on behalf of the Award Holder as is necessary to meet the Tax Liability and any costs of sale; or

deduct the amount of any Tax Liability from any payments of remuneration made to the Award Holder on or after the date on which the Tax Liability arose, except that, in the case of NICs, the Employer Company may only withhold such amount as is permitted by the Social Security (Contributions) Regulations 2001 (2001/1004).

At the request of the Employer Company the Award Holder must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs, that the whole or any part of the liability for employer secondary NICs arising as a result of a Taxable Event shall be transferred to the Award Holder.

The Company on behalf of the Employer Company may:

on the Date of Grant direct that the Tax Liability shall not include employer secondary NICs; or

at any time after the Date of Grant, but before a Taxable Event, release the Award Holder from any obligations in respect of employer secondary NICs so that such liability does not form part of the Tax Liability.

It is a condition that the Award Holder enters into a joint election, under section 431(1) or s431(2) of ITEPA 2003, in respect of the Scheme Shares to be acquired, if required to do so by the Company or Employer Company on or before the Vesting of the relevant Award.

Amendment. This Addendum shall be deemed to be part of the Scheme and the Board shall have the authority to amend this Addendum in accordance with Rule 16 of the Scheme.

Scope of the Bermuda Sub-Scheme. This Addendum shall only apply to the grant of Awards in the form of Conditional Share Awards or Restricted Share Awards pursuant to the Scheme with the intention of adapting the rules of the Scheme to the extent necessary to comply with or better adhere to the legal and compliance requirements which apply in Bermuda.

Definitions.

Amendments to the Scheme Rules. For the purposes of this Schedule, the following adaptations shall be made to the rules of the Scheme:

Rule 6.2 (b) to be replaced with the words “redundancy within the meaning given to that term by the Employment Act 2000 of Bermuda”;

Rule 6.6 to be replaced with the words “For the purposes of Rule 6.2, an Award Holder shall not be treated as ceasing to be employed by the Group until he no longer holds any consultancy, office or employment in or with the Company or any Subsidiary.”

Rule 15.4 to be replaced with the words “An Award Holder shall provide to the Company (or the Employer Company, as appropriate) as soon as reasonably practicable such information as the Company reasonably requests for the purposes of complying with its obligations under applicable taxing laws in Bermuda.”

Rule 18 to be replaced with the words “For the purposes of operating the Scheme, the Company will collect and process information relating to Eligible Persons and Award Holders in accordance with the privacy notice which is located on the Circle Intranet.

Tax Liabilities and Deductions. In addition to the provisions of Rule 13, the following provisions shall also apply to any Award pursuant to this Addendum.

The Award Holder shall indemnify the Employer Company and each member of the Group in respect of any Award Tax Liability.

The Award Certificate shall include the Award Holder’s irrevocable agreement to:

pay the Award Tax Liability to the Employer Company; and

enter into arrangements to the satisfaction of the Company or Employer Company to pay the Award Tax Liability.

If an Award Holder does not pay the Award Tax Liability within seven days of a written request to do so the Company or Employer Company as appropriate may, in addition to the provisions of Rule 13.2 of the Scheme:

retain and sell such number of Shares on behalf of the Award Holder as is necessary to meet the Award Tax Liability and any costs of sale; or

deduct the amount of any Award Tax Liability from any payments of remuneration made to the Award Holder on or after the date on which the Award Tax Liability arose to the extent permitted by Bermuda law.

Amendment. This Addendum shall be deemed to be part of the Scheme and the Board shall have the authority to amend this Addendum in accordance with Rule 16 of the Scheme.

Scope of the Singapore Sub-Scheme. This Addendum shall only apply to the grant of Awards in the form of Options or Conditional Share Awards pursuant to the Scheme with the intention of adapting the rules of the Scheme to the extent necessary to comply with or better adhere to the legal and compliance requirements which apply in Singapore.

Amendments to the Scheme Rules. For the purposes of this Schedule, the following adaptations shall be made to the rules of the Scheme:

The following to be included as Rule 4.4 after Rule 4.3:

Rule 6.2(b) to be replaced with the words “being retrenched within the meaning given to the term “retrench” by the Employment (Retrenchment Reporting) Notification 2019”;

Rule 6.6 to be replaced with the words “For the purposes of Rule 6.2, an Award Holder shall not be treated as ceasing to be employed by the Group until he no longer holds any consultancy, office or employment in or with the Company or any Subsidiary or, being a female employee entitled to absent herself from work by reason of pregnancy or confinement under the Employment Act 1968 and Child Development Co-Savings Act 2001, her employment is terminated (whether by resignation, dismissal or upon the completion of her contract of service or in any other way), provided that such termination is not in breach of the Employment Act 1968 and Child Development Co-Savings Act 2001.”

Compliance with Applicable Laws. Notwithstanding anything stated to the contrary in the Scheme, the Company shall be under no obligation to effect the registration or effect similar compliance with respect to any Awards, Shares or Scheme Shares if such registration or compliance would not be in compliance with applicable laws, including without limitation applicable securities laws. The Company may, in its sole discretion, defer the effectiveness of an exercise, or delay the exercisability, of an Award or the issuance or transfer of any Shares or Scheme Shares to ensure compliance with applicable laws, including without limitation applicable securities laws and any exemptions therefrom on which the Company may be relying.

Amendment. This Addendum shall be deemed to be part of the Scheme and the Board shall have the authority to amend this Addendum in accordance with Rule 16 of the Scheme.

Scope of the Canada Sub-Scheme. This Addendum shall only apply to the grant of Awards in the form of Options or Conditional Share Awards pursuant to the Scheme with the intention of adapting the rules of the Scheme to the extent necessary to comply with or better adhere to the legal and compliance requirements which apply in Canada.

Definition.

in the case of an Eligible Person who is an employee, the date on which the employee ceases to be an employee with the Company or any Subsidiary for any reason, whether lawful or otherwise (including, without limitation, by reason of resignation, Agreed Retirement, death, frustration of contract, termination for Cause, termination without Cause, disability or constructive dismissal), without giving effect to any pay in lieu of notice (paid by way of lump sum or salary continuance), severance pay, benefits continuance, or other termination related payments or benefits to which an employee may be entitled pursuant to contract, the common law or otherwise (except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation). For greater certainty, an employee shall not cease to be employed with the Company or any Subsidiary during a period of vacation, temporary illness, maternity or parental leave, or any other authorized leave of absence; or

in the case of an Eligible Person who is a director, the date on which the director ceases to hold office; or

in the case of an Eligible Person who is a consultant, the date that is designated by the Company or any Subsidiary or by the consultant as the case may be, in a written notice of termination as the date on which the Eligible Person’s consulting agreement or arrangement is terminated for any reason.

Amendments to the Scheme Rules. For the purposes of this Schedule, the following adaptations shall be made to the rules of the Scheme:

The following shall be included as Rule 4.5 after Rule 4.4:

Rule 2.4(c) shall be deleted in its entirety and the following substituted therefor:

Rule 2.4(f) shall be deleted in its entirety.

Rule 2.4(g) shall be renumbered Rule 2.4(f), Rule 2.4(h) shall be renumbered Rule 2.4(g) and Rule 2.4(h) shall be renumbered Rule 2.4(i).

Rule 2.5 shall be deleted in its entirety and the following substituted therefor:

In Rule 5.1(a) a second sentence shall be added as follows:

Rule 6.2(b) shall be deleted in its entirety and the following substituted therefor:

Rule 6.3 shall be deleted in its entirety and the following substituted therefor:

A new Rule 6.5 shall be inserted as follows:

The current Rule 6.5 shall be renumbered Rule 6.6, the current Rule 6.6 shall be renumbered 6.7, the current Rule 6.7 shall be renumbered Rule 6.8, and the current Rule 6.8 shall be renumbered Rule 6.9.

Rule 6.6 (now Rule 6.7 pursuant to Section 3.10 above) shall be deleted in its entirety and the following substituted therefor:

In Rule 8.3(c) a second sentence shall be added as follows:

French translations. Any document to be provided under the terms of the Scheme to an Eligible Person who is resident in the province of Québec shall be translated into French.

Amendment. This Addendum shall be deemed to be part of the Scheme and the Board shall have the authority to amend this Addendum in accordance with Rule 16 of the Scheme.

Minimum Standards. The Scheme and this Addendum are in all cases subject to the minimum requirement of applicable employment or labour standards legislation. In no case, will an employee receive less than his or her minimum statutory entitlements under such legislation.