EX-10.4

Exhibit 10.4

NscaleLimitedEmployeeSharePlan

AdoptedbytheBoardon11July2024,asamendedon19August2025,14January2026,18May 2026 and 11 September 2026

Tableofcontents

i

NscaleLimitedEmployeeSharePlan

ThePlaninvolvesthegrantofAwardstoEligibleParticipantsonthetermsinthisdocument.

1

Definitionsand interpretation

1.1

Definitions

Inthisdocument:

1

2

3

1.2

Interpretation

Inthisdocument:

(a)

areferencetoaclause,schedule,annexureorpartyisareferencetoaclauseof,anda schedule, annexure or party to, this document and references to this document include any schedules or annexures;

(b)

areferencetoapartytothisdocumentoranyotherdocumentoragreementincludesthe party’s successors, permitted substitutes and permitted assigns;

(c)

ifawordorphraseisdefined,itsothergrammaticalformshaveacorresponding meaning;

(d)

areferencetoadocumentoragreement(includingareferencetothisdocument)isto that document or agreement as amended, supplemented, varied or replaced;

(e)

areferencetolegislationortoaprovisionoflegislation(includingsubordinatelegislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(f)

ifanydayonorbywhichapersonmustdosomethingunderthisdocumentisnota Business Day, then the person must do it on or by the next Business Day;

(g)

areferencetoapersonincludesacorporation,trust,partnership,unincorporatedbody, governmentandlocalauthorityoragency,orotherentitywhetherornotitcomprisesa separate legal entity;

(h)

areferenceto‘month’meanscalendarmonth;

(i)

unless otherwise required by law, a reference to writing includes any mode of reproducingwordsinalegibleformandreducedtopaperorelectronicformincludingbut not limited to correspondence via e-mail; and

(j)

headingsareforconvenienceonlyanddonotaffecttheinterpretation.

2

Administrationof the Plan

TheBoardwilladministerthePlaninaccordancewiththisdocument.

3

Eligible Participants

TheBoardmaydesignateanEmployeeasanEligibleParticipantforthepurposesofthePlan.

4

4

Grant of Awards

4.1

GrantofAwards

(a)

The Board may offer Awards in the form of Options or Restricted Shares over any numberofSharestoanEligibleParticipantonthetermstheBoarddecidesinaccordance with rule 4.2, subject to the Plan and any applicable law.

(b)

TheBoardwillgrantAwardstoanEligibleParticipantbydeedorinanyotherwaywhich ensurestheAwardsarecontractuallyenforceableorastheBoardconsidersappropriate.

(c)

EachOptionwillentitletheEligibleParticipanttoreceiveoneShareupontheexerciseof the Option, subject to its terms.

4.2

RequiredtermsofAwards

TheBoardwillapprovethetermsofagrantofAwards,including:

(a)

thetotalnumberofOptions,orRestrictedShares,grantedtotheEligibleParticipant;

(b)

theDateofGrant,whichinthecaseofRestrictedSharesshallbetakentobethedateof issue of the relevant Restricted Shares;

(c)

inthecaseofOptions,theExercisePeriod(includingtheExerciseDateandtheExpiry Date);

(d)

theExercisePriceofOptionsoranypricepayableonacquisitionofRestrictedShares;

(e)

anyVestingConditions;

(f)

anyDisposalRestrictions;and

(g)

anyothertermsoftheAwards.

4.3

Optiondocuments

TheCompanywill,withintenBusinessDaysaftertheDateofGrant,delivertoeachParticipant:

(a)

anOptionCertificate;

(b)

anAcceptanceForm;

(c)

aNoticeofExercise;

(d)

acopyofthisPlanorasummaryofthisPlan(inwhichcasethisPlanwillbemade available on request, free of charge); and

(e)

anyotherexplanatorymaterialwhichtheCompanywishestodistribute.

4.4

AcceptanceofOptions

AnEligibleParticipantmustcomplete,signandreturntheAcceptanceForminaccordancewithin any time specified to them otherwise the Options will lapse.

4.5

NopaymentforgrantofOptions

AParticipantisnotrequiredtopayforthegrantofanOption.

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4.6

RegisterofOptions

TheCompanymustmaintainaregisteroftheOptions.

4.7

RestrictedShares-requiredtermsanddocumentation

(a)

AnEligibleParticipantwhoistobegrantedRestrictedSharesmustenterintoaRestricted ShareAgreementwiththeCompanysettingoutthetermsonwhichtheRestrictedShares will be issued and held, and in particular providing that:

(i)

totheextenttheAwardlapses,theRestrictedSharesareforfeitedandthe Restricted Shares will immediately be transferred for no (or nominal) consideration to any person specified by the Board;

(ii)

theParticipantwillnottransfer,givesecurityoverorassigntheRestrictedShares subject to their Award prior to Vesting (or suchother date as may be specified in the Restricted Share Agreement) except for transfer on death of the Participant to their personal representatives or beneficiary of their estate (as applicable) or to the extent agreed by the Board (and subject to such conditions as it may decide),

(b)

OnorassoonaspracticableaftertheDateofGrantofanAwardofRestrictedSharesthe Board will procure that the relevant number of Restricted Shares are issued ortransferred to the Participant, their Permitted Nominee, or any other nominee which has been specified by the Company for the purpose of holding Restricted Shares during the period prior to Vesting.

(c)

ExcepttotheextentsetoutintheRestrictedShareAgreement,theParticipantshallhave all of the rights of a shareholder in respect of Restricted Shares from the date of transfer until any date on which the Award comprising the Restricted Shares lapses (whether in whole or in part).

4.8

PermittedNominees

(a)

An Eligible Participant may nominate a Permitted Nominee to hold the Options or RestrictedSharesontheirbehalfbyprovidingdetailsofthePermittedNomineeonthe Acceptance Form and having the Permitted Nominee sign the Acceptance Form.

(b)

TheBoardcan,initsabsolutediscretionandwithoutprovidinganexplanation,decide whetherornottoallowaPermittedNominee(nominatedbyanEligibleParticipant)to hold Options or Restricted Shares.

(c)

WheretheBoarddecidesnottoallowaPermittedNomineetoholdOptionsorRestricted Shares on the Eligible Participant’s behalf, the Board will notify the Eligible Participant.

(d)

AnEligibleParticipantmustimmediatelynotifytheCompanyinwritingassoonasthey become aware:

(i)

thattheyceasetoControltheirPermittedNominee;

(ii)

ofanytransactionwhichmayresultinthemceasingtoControltheirPermitted Nominee; or

(iii)

thattheyceasetohaveanentitlement(whetherornotthatentitlementrequires an exercise of discretion) to a majority of the distributions of their Permitted Nominee.

(e)

If an Eligible Participant ceases to Control their Permitted Nominee at any time, the BoardmaydeterminethatanyOptionsorRestrictedSharesgrantedtothePermitted Nominee be transferred to the Eligible Participant.

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4.9

UKParticipants

Fortheavoidanceofdoubt,thisRule4.9ofthePlanshallonlyapplytoUKParticipants.

(a)

As a condition of the exercise of any Options and the acquisition of any Shares in accordancewiththisPlan,theParticipantshall,ifreasonablyrequestedbytheCompany, enter into a joint election with the Company under section 431(1) and/or 431(2) of the Income Tax (Earnings and Pensions) Act 2003 within 14 days of the acquisition of such Shares.

(b)

The Participant shall promptly provide any information reasonably requested by the Companytoenablecompletionofthe431Electionandshallcooperatefullytoensurethe 431 Election is validly completed and signed within the required statutory timeframe. If reasonably required by the Company, the Participant shall sign any additional documentation confirming their understanding of the tax consequences.

(c)

TheCompanyshallalsosignthe431Electionandretainacopyforitsrecords,andshall provide the Participant with a copy for their own records.

(d)

TheCompanyshallnotbeobligedtoallotortransferanySharestotheParticipantin accordance with this Plan unless and until the completed 431 Election has been duly signed by both parties (where required), or until the Company has reasonably determined in its discretion that no such 431 Election is necessary.

4.10

USParticipants

Fortheavoidanceofdoubt,thisRule4.10ofthePlanshallonlyapplytoUSParticipants.

(a)

It is the intent of the Company that any Option granted hereunder to a US Participant comply with, or be exempt from, US Code Section 409A, and that the Plan and Option be construed and administered consistent with such intent. Options may be granted to a US Participant only if the underlying Shares constitute “service recipient stock” (as defined in US Treasury Regulation Section 1.409A-1(b)(5)(iii)) for purposes of US Code Section 409A. Notwithstanding anything herein to the contrary, with respect to an Option that provides for a deferral of compensation within the meaning of US Code Section 409Aand with respect to which a Change of Control Trigger Event would trigger settlement or payment of such Option, a “Change in Control Trigger Event” shall mean an event that qualifies both as a “Change in Control Trigger Event” (as defined in Section 1.1) as well as a “change in control event” as defined under US Code Section 409A. Any payments described in the Plan that are due within the “short-term deferral period” (as defined in US Code Section 409A) shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extentrequiredinordertoavoidacceleratedtaxationand/ortaxpenaltiesunderUSCode Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided upon a “separation from service” (as defined in US Code Section 409A) to a Participant who is a “specified employee” (as defined in US Code Section 409A) shall be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for purposes of the Plan, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation subject to US Code Section 409A, shall be construed as a separate identified payment for purposes of US Code Section 409A. Nothing contained in the Plan or any document reflecting the terms of an Option shall be construed as a guarantee of any particular tax effect with respect to the Option. The Company does not guarantee that any Options provided under the Plan will be exempt from or in compliance with the provisions of US CodeSection409A,andinnoeventwilltheCompany(oritsaffiliates)beliableforanyor all portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of any Option being subject to, but not in compliance with, US Code Section 409A.

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(b)

If a US Participant, in connection with the exercise of any Option (if permitted under an Option Certificate), or the grant of Restricted Shares, makes an election permitted under US Code Section 83(b) to include in such US Participant’s gross income in the year of transfer the amounts specified in US Code Section 83(b), then such Participant shall notify the Company of such election within ten (10) calendar days of filing the notice of the election with the US Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under US Code Section 83(b). The Boardmay,inconnectionwiththegrantofanAwardoratanytimethereafter,prohibita US Participant from making the election described above.

5

ExerciseofOptions

5.1

RightstoacquireShares

AnOptionentitlesaParticipanttoacquireoneShare:

(a)

providedanyacquisitionofSharesdoesnotbreachanyDealingRestrictions;

(b)

providedthatanyVestingConditionshavebeensatisfied,oriftheBoarddecidesthatany such Vesting Conditions shall be deemed to be satisfied;

(c)

duringtheExercisePeriod;

(d)

forpaymentoftheExercisePrice;and

(e)

otherwiseinthemannerrequiredbytheBoardandspecifiedinwritingtotheEligible Participant at the time the Option is granted.

5.2

Righttoexerciseandlapse

(a)

Subjecttorule5.1,aParticipantmayexerciseanOptionatanytimeduringtheExercise Period by:

(i)

deliveringaNoticeofExercise;

(ii)

agreeingtobeboundbytheShareholders’Agreement(ifoneisapplicable)and delivering an executed deed of accession to that agreement;

(iii)

payingtheExercisePrice;and

(iv)

payinganyapplicableTaxorprovidingevidencesatisfactorytotheBoardof having entered into arrangements with the Company to pay such Tax,

totheCompany.

(b)

UnlesstheBoarddecidesotherwise,anOptionthathasnotbeenexercisedonorbefore the Expiry Date, lapses on the day after the Expiry Date.

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5.3

LapseofOptionsonleavingemployment

Subjecttorule5.1andunlesstheBoarddecidesotherwise,ifaneventinthetablebelowoccurs in respect of an Eligible Participant, the Eligible Participant’s Options are treated in accordance with the following table:

5.4

LapseofRestrictedShares

Subject to rule 5.1 and unless the Board decides otherwise, if an event in the table in rule 5.3 occurs in respect of an Eligible Participant, the Eligible Participant’s Restricted Shares are treated inaccordancewiththeprovisionssetoutinthatEligibleParticipantsRestrictedShareAgreement.

6

RightsattachingtoOptionsandRestrictedShares

6.1

Adjustmentforreconstruction

(a)

If there is a reconstruction or reorganization of the issued capital of the Company, stock split, reverse stock split, an extraordinary corporate transaction such as any exchange, conversion, redesignation, consolidation, combination, repurchase, recapitalization, sub-division,reclassification, reduction, return, or other relevant transaction or event affecting the share capital of the Company (including in connection with an IPO or any pre-IPO reorganization),affects the Shares such that an adjustment is appropriate to prevent the dilution or enlargement of the benefits, or potential benefits, intended to be made available to Participants under the Plan, the Board shall, acting reasonably, adjust or substitute, as to the number, class and price of Shares or other consideration subject to any Awards,any or all of:

(i)

thenumber,class,or description ofSharestobeissuedonexerciseofanOption;

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(ii)

the Exercise Price of such Shares; and/or

(iii)

the maximum number of Shares subject to all Awards and the maximum number of Shares with respect to which any one person may be granted Awards during any period stated in this Plan.

(b)

Without limiting rule 6.1(a), where prior to or in connection with an IPO the Company undertakes a reorganization or conversion of its share capital pursuant to which any class of shares is converted, exchanged, redesignated or reclassified into a different class of shares (a “Share Conversion”), each Option then outstanding shall, without any action by the Participant, automatically be converted into an option to acquire shares of the new class on equivalent economic terms, with appropriate adjustments to the number of shares and Exercise Price as determined by the Board acting reasonably to materially reflect the economic value of the Option.

6.2

Dividends

AParticipantdoesnothavetherighttoparticipateindividendsonSharesuntilSharesareissued ontheexerciseofanOptionor,inthecaseofaParticipantwithRestrictedShares,inaccordance with the terms of their Restricted Share Agreement.

6.3

Votingrights

AParticipantdoesnothavetherighttovoteinrespectofanOptionnoraRestrictedSharethat has not yet vested.

6.4

Participationinfurtherissues

(a)

AParticipantcannotparticipateinanewissueofShareswithoutexercisingtheirOptions.

(b)

IfaproratabonusorcashissueofsecuritiesisawardedbytheCompany,thenumberof Shares to be issued on exercise of an Option and the Exercise Price will be adjusted as determined by the Board and written notice will be given to the Participant.

6.5

TransferandSecurityInterests

Subjecttorule6.6andtheadditionalrestrictioninrule10.1,Participantsmayonly:

(a)

createaSecurityInterestin;or

(b)

transfer,assign,disposeorotherwisedealwith,

RestrictedShares,Options,oranyinterestinOptions,withthepriorwrittenconsentofthe Board.

6.6

Transmission

The transmission of Options or Restricted Shares to a legal personal representative or the beneficiaryoftheestateofanEligibleParticipantfollowinganEligibleParticipant’sdeath,maybe made without the prior written consent of the Board.

7

NointerestinSharesunderOption

AParticipanthasnointerestinSharesthesubjectofOptionsuntiltheOptionsareexercisedand Shares are issued to that Participant.

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8

Change of Control

8.1

BoardtonotifyParticipantofChangeofControlTriggerEvent

TheBoardmust,assoonasreasonablypracticable,givewrittennoticetoeachParticipantofa Change of Control Trigger Event.

8.2

OptionsexercisableonChangeofControl

Unless the Board decides otherwise, if a Change of Control Trigger Event occurs, all Options Vest immediatelyandmaybeexercisedbyaParticipant(regardlessofwhetheranyVestingConditions have been satisfied) by delivering a Notice of Exercise, payment of the Exercise Price and payment of any applicable Tax or evidence satisfactory to the Board of having entered into arrangementswiththeCompanytopaysuchTaxtotheCompany.IfaChangeofControlTrigger Event occurs, the treatment of a Participant’s Restricted Shares shall be as set out in their Restricted Share Agreement.

8.3

ActionavailabletotheBoardforunexercisedOptions

IfaChangeofControlTriggerEventoccurs,theCompanymay:

(a)

buy-backOptionsheldbyaParticipantfor:

(i)

anamountagreedwiththeParticipant;or

(ii)

thefairvalueoftheOptionsasdeterminedbytheBoardactingreasonably;

(b)

arrange for options to acquire shares in the Bidder to be granted to the Participants on substantially the same terms as the Options, but with any appropriate and reasonable adjustments decided by the Board to the number of shares in the Bidder to be issued on exerciseofthoseoptionsortheexercisepriceofthoseoptions,toensuretheParticipants are not materially financially disadvantaged;

(c)

allowtheOptionstocontinueinaccordancewiththeirterms;or

(d)

proceedwithacombinationofanyofthealternativesinrules8.3(a),8.3(b)or8.3(c).

8.4

Participantstocooperateandattorney

EachParticipant:

(a)

mustdoallacts,mattersorthingswhicharenecessaryordesirabletogiveeffecttoa buy-back or exchange of Options under rule 8.3; and

(b)

irrevocablyappointanytwoDirectorsastheirattorneyforthepurposeofperformingany act required of it under rule 8.4.

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IssueofShares

9.1

IssueofSharesonExerciseofOptions

TheCompanywillissueSharestoaParticipantatthenextBoardmeeting,orwithin20Business Days, whichever first occurs after receiving a valid Notice of Exercise, a completed and signed 431Election(inthecaseofUKParticipants)or83bElection(inthecaseofUSParticipants), the ExercisePriceandpaymentofanyapplicableTaxorevidencesatisfactorytotheBoardofhaving entered into arrangements with the Company to pay such Tax.

9.2

Nominee

SharesmaybedeliveredtoandheldbyanomineeonbehalfoftheParticipant.

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9.3

Applicationforquotation

If the Shares are officially quoted by a Recognised Stock Exchange, the Company will apply to the Recognised Stock Exchange for official quotation of any Shares issued to a Participant after exercise of Options or as Restricted Shares, within the time prescribed by the applicable rules of thatRecognisedStockExchangebut,inanyevent,withintenBusinessDaysoftheissueofthose Shares.

9.4

Ranking

A Share issued on the exercise of any Option, or as a Restricted Share, ranks equally with all existingSharesofthatclassfromthedateofallotment(subjectinthecaseofRestrictedShares, to the Restricted Share Agreement).

10

DisposalRestriction

10.1

NodisposalofAwardsandSharesforaspecifiedperiod

Exceptasprovidedinthisdocument,orpursuanttoaRestrictedShareAgreement,aParticipant may not Dispose of any interest in an Option, or Share issued on exercise of an Option, or any Restricted Share under an Award granted under this Plan until:

(a)

inthecaseofOptions,theexpiryoftheDisposalPeriod(oranylongerperiodspecified under rule 4.2); or

(b)

inthecaseofRestrictedShares,thedateonwhichtherelevantShareshaveVestedor otherwise in accordance with their Restricted Share Agreement,

otherthanaDisposalinaccordancewithrule11.1.

10.2

Holdinglocksorotherprocedures

If the Shares issued on the exercise of Options are subject to a Disposal Restriction, or in the caseofRestrictedShares,theCompanymayimplementanyprocedure(includingaholdinglock or other prohibition on the sale of any Shares) it considers appropriate to ensure the Disposal Restriction is complied with.

10.3

RestrictionsceaseonChangeofControlTriggerEvent

TheBoardmaydeterminetheDisposalRestrictionceasesincircumstanceswheretheyconsider that a Change of Control Trigger Event may occur. The Board must consider any taxation implications of a decision to remove the Disposal Restriction.

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Tax

11.1

Withholding

AnymemberoftheGroup,anyemployingcompany,thetrusteeofanyrelevantemployeebenefit trust or any third-party provider nominated by the Board (for the purpose of this rule 11.1 a “Withholding Entity”) may make withholding arrangements as set out in this rule 11.1.

A Withholding Entity may make such withholding arrangements as it considers necessary or desirable, in order to comply with requirements for the withholding or recovery of Tax from a Participant, to collect any outstanding Exercise Price (or any amount payable in respect of RestrictedShares)andtomeetanyapplicabledealingand/orcurrencyexchangecostsandother associated costs.

WithholdingarrangementsmayincludethesaleonbehalfoftheParticipantofsomeorallofthe Shares to which the Participant is entitled under the Plan, withholding some or all of the Shares to which the Participant would otherwise be entitled under the Plan, or making deductions from any cash payment owed to the Participant.

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11.2

Participantindemnity

EachParticipantindemnifiestheGroupforthatParticipant’sliabilityforTax.

12

Notice

12.1

Methodofgivingnotice

Anotice,consentorcommunicationunderthisdocumentisonlyeffectiveifitis:

(a)

inwritinginEnglish,signedbyoronbehalfofthepersongivingit;

(b)

addressedtothepersontowhomitistobegiven;and

(c)

givenasfollows:

(i)

deliveredbyhandtothatperson’saddress;

(ii)

senttothatperson’saddressbyprepaidmailorbyprepaidairmail,iftheaddress is overseas;

(iii)

sentbyfaxtothatperson’sfaxnumberwherethesenderreceivesatransmission confirmation report from the despatching machine indicating the transmissionhas been made without error and showing the relevant number of pages and the correct destination fax number or name of recipient; or

(iv)

sentbyemailtothatperson’semailaddresswherethesenderreceivesanemail receipt or other written confirmation from the recipient to the sender which indicates that the email was received at the email address of the recipient.

12.2

Whenisnoticegiven

A notice, consent or communication given under rule 12.1 is given and received on the correspondingdaysetoutinthetablebelow.Thetimeexpressedinthetableisthelocaltimein the place of receipt.

12.3

Participant’saddressfornotices

AParticipant’saddress,faxnumberandemailaddressareasshownintheCompany’srecordsor as otherwise notified by the Participant to the Company.

12.4

Company’saddressfornotices

The Company’s address for notices, including a Restricted Share Agreement, an Acceptance Form,an83bElection,a431Electionand/orNoticeofExerciseissetoutbeloworasotherwise notified by the Company to the Participant.

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12.5

NoticestoPermittedNominees

AnynoticeordirectiongivenunderthisPlantoaPermittedNomineeisvalidlygivenifitis provided to the associated Eligible Participant under rule 12.1.

13

Amendmentofthe Plan

13.1

Amendment

Subjecttorule13.2,theBoardmayamendthePlaninanymanneritdecides.

13.2

Restrictions

TheBoardmustnotmakeanyamendmenttothePlanwhichwould:

(a)

havetheeffectofmateriallyadverselyaffectingorprejudicingtherightsofany Participant holding Awards at that time, except for amendments:

(i)

tocomplywiththeArticlesoranyotherlawaffectingthemaintenanceor operation of the Plan;

(ii)

tocorrectamanifesterror;or

(iii)

to address potential adverse tax implications affecting the Plan arising from changes to laws relating to taxation, the interpretation of laws relating to taxationbytherelevantgovernmentalauthorities(includingthereleaseofany ruling), courts or tribunals; or

(b)

effectachangetothenumberofSharestowhichaParticipantisentitledonexerciseof the Options, the Exercise Price or the Exercise Period if such an amendment were not permitted by any applicable Dealing Restrictions or Rule 6.

14

Terminationof the Plan

The Plan may be terminated or suspended at any time by the Board and that termination or suspensionwillnothaveanyeffectonorprejudicetherightsofanyParticipantholdingAwards at that time.

15

Administrationof the Plan

15.1

Authoritytoformpolicyanddelegation

(a)

The Board may make policy and regulations for the operation of the Plan which are consistentwiththePlanandmaydelegatenecessaryfunctionstoanappropriateservice provider or employee capable of performing those functions and implementing those policies.

(b)

The Board may delegate functions and powers under this Plan as it considers appropriate, for the efficient administration of the Plan, to a committee made up of a personorpersonscapableofperformingthosefunctionsandexercisingthosepowers.

15.2

ObligationsofBoard

TheBoardinexercisingapowerordiscretionconferredonitbythisPlanisnotunderafiduciary or other obligation to any other person.

15.3

Boarddecisions

ThedecisionoftheBoardastotheinterpretation,effectorapplicationofthisPlanisfinal.

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15.4

Board,Companyanddelegatesmayactinitsabsolutediscretion

Where the Board, the Company or their delegates may exercise any right or discretion or make any decision under this document, it may do so in its absolute discretion, conditionally or unconditionally,andwithoutbeingrequiredtogivereasonsoractreasonably.Rule15.4applies unless this document expressly requires otherwise.

15.5

IndependentadvicebyBoard

TheBoardoracommitteemaytakeandrelyuponindependentprofessionalorexpertadviceon the exercise of any of their powers or discretions under this Plan.

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Rightsof Eligible Participants and Participants

NothinginthisPlan:

(a)

confersonanyEligibleParticipanttherighttocontinueasanEmployee;

(b)

affectsanyrightsamemberoftheGroupmayhavetoterminatetheemploymentofany Employee;

(c)

may be used to increase damages in any action brought against the Company or any RelatedBodyCorporate,otherthananactionarisingsolelyoutofaParticipant’srights under the Plan; or

(d)

confersonanyEligibleParticipantanyrightorexpectationofparticipationinthePlanor the grant of Awards in the future.

17

General

17.1

Articles

ThisPlan,theentitlementsofParticipants,andanyobligationsoftheCompany,underthisPlan are subject to the Articles and any applicable law.

17.2

Costs

(a)

TheCompanymustpayalltheexpenses,costsandchargesincurredinoperatingthe Plan.

(b)

The Company is not responsible for any duties or taxes which may become payable in connection with the grant of Awards, the issue and allotment of Shares on exercise of Options or any other dealing with Options or Shares (including, but not limited to, as a resultofatransactioncontemplatedbyrules4.8(e)or8.3),orunderaRestrictedShare Agreement.

17.3

Dataprotection

ParticipationinthePlanwillbesubjectto:

(a)

anydataprotectionpoliciesapplicabletoanyrelevantmemberoftheGroup;

(b)

anyapplicableprivacynotices;and

(c)

whererequired,anyapplicableconsents.

17.4

Notpensionable

NoneofthebenefitsthatmaybereceivedunderthePlanarepensionable.

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17.5

Advice

Participantsshouldobtaintheirownindependentadviceattheirownexpenseonthefinancial, taxation and other consequences to them of, or relating to, participating in the Plan.

17.6

Severanceofrules

IfanyprovisionofthePlanisheldtobeinvalid,illegalorunenforceableforanyreasonbyany court with jurisdiction then, for the purposes of that jurisdiction only:

(a)

suchprovisionwillbedeleted;and

(b)

theremainingprovisionswillcontinueinfullforceandeffect, unless the Board decides otherwise.

17.7

Language

WherethereisanyconflictbetweenthetermsoftheEnglishversionofthePlan,RestrictedShare Agreements, Option Certificates and/or any ancillary documents and a version in any other language, the English language version will prevail.

17.8

Governinglawandjurisdiction

(a)

ThelawsofEnglandandWalesgovernthisdocumentandtherightsofParticipantsunder the Plan.

(b)

EachParticipant,theCompanyandtheBoard(andtheirdelegates)irrevocablysubmitto the exclusive jurisdiction of the courts of England and Wales in respect of any disputes arising in connection with the Plan or any Award.

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Schedule1

Non-EmployeePlan

1

Purpose

The purpose of this Schedule 1 is to provide for the grant of Awards to individuals who are not Employees.AwardsgrantedunderthisSchedule1aregrantedunderentirelyseparatebutsimilar arrangements to Awards granted under the Plan.

2

Interpretation

TherulesofthisSchedule1areidenticaltotherulesofthePlan,exceptasvariedbelow.

3

Definitions

3.1

Definitions

InthisSchedule:

4

Modificationsto the rulesof the Plan

TherulesofthePlan,forthepurposeofconstructionofthisSchedule1,arevariedasfollows:

4.1

Rule3(EligibleParticipants)shallbeamendedtoreadasfollows:

TheBoardmaydesignateaDirectororConsultantasanEligibleParticipantforthepurposesof the Plan.

4.2

Rule5.3(LapseofOptions)shallbeamendedtoreadasfollows:

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Subjecttorule5.1andunlesstheBoarddecidesotherwise,ifaneventinthetablebelowoccurs in respect of an Eligible Participant, the Eligible Participant’s Options are treated in accordance with the following table:

4.3

Rule16(RightsofEligibleParticipantsandParticipants)shallbeamendedtoreadasfollows:

Nothing in this Plan:

(a)

confersonanyEligibleParticipanttherighttocontinueasaDirectororaConsultant;

(b)

affectsanyrightsamemberoftheGroupmayhavetoterminateanyagreementwitha Director or Consultant;

(c)

may be used to increase damages in any action brought against the Company or any RelatedBodyCorporate,otherthananactionarisingsolelyoutofaParticipant’srights under the Plan; or

(d)

confersonanyEligibleParticipantanyrightorexpectationofparticipationinthePlanor the grant of Awards in the future.

18

Schedule2

CompanyShare Option Plan

1

Purposeand interpretation

The Company has established this Schedule 2 (the “CSOP Schedule”) to provide benefits to EmployeesintheformofshareoptionsinaccordancewiththerequirementsofSchedule4tothe Income Tax (Earnings and Pensions) Act 2003 (“Schedule 4”). This CSOP Schedule will be interpreted so as to be consistent with Schedule 4.

TherulesofthePlanastheyapplytoOptionsshallapply,subjecttothemodificationscontained in this CSOP Schedule, whenever the Board decides to grant CSOP Options under this CSOP Schedule. In the event of any conflict between the provisions of this CSOP Schedule and any other provisions of the Plan in relation to a CSOP Option, the provisions of this CSOP Schedule will prevail.

2

Definitions

2.1

Definitions

InthisCSOPSchedule:

19

3

Eligible Participants

TheBoardmaydesignateanEmployeeasanEligibleParticipantunderthisCSOPScheduleonlyif that Employee is:

(a)

either:

(i)

anemployeeofaConstituentCompany;or

(ii)

adirectorofaConstituentCompanywhoisrequiredtodevoteatleast25hours per week (excluding meal breaks) to their duties; and

(b)

notexcludedfromparticipationbyvirtueofparagraph9ofSchedule4(materialinterest provisions).

4

SharessubjecttoCSOPOptions

The Shares subject to CSOP Options shall be ordinary shares in the capital of the Company that meettherequirementsofparagraphs16to18ofSchedule4.IfsuchSharesceasetomeetthose requirements after the Date of Grant then, subject to paragraph 25A(7B) of Schedule 4, the CSOP Options shall cease to be treated as granted or held pursuant to Schedule 4 but shall continue in effect.

5

RequiredtermsofCSOPOptions

TheBoardwillapprovethetermsofagrantofCSOPOptionsandnotifytheParticipantofthese as soon as practicable after the grant of the CSOP Options. Such terms shall include the items required by rule 4.2 in respect of Options and also:

(a)

astatementthattheCSOPOptionsaresubjecttothisCSOPScheduleandaregranted pursuant to Schedule 4;

(b)

thetimesatwhichtheCSOPOptionsmaybeexercised(inwholeorinpart);

(c)

whether or not the Shares which may be acquired by the exercise of the CSOP Options aresubjecttoanyRestriction(includinganyDisposalRestriction)and,ifso,thedetailsof any such Restriction; and

(d)

the circumstances under which the CSOP Options will lapse or be cancelled (in whole or inpart),includinganyconditionstowhichtheexerciseoftheCSOPOptionsissubject(in whole or in part).

ThetermsofCSOPOptionsmaybevariedaftertheDateofGrant,butonlytotheextent permitted by paragraph 21A of Schedule 4.

TheExpiryDateofCSOPOptionsmaynotbelaterthanthetenthanniversaryoftheDateof Grant.

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6

ExercisePrice

(a)

TheExercisePriceperShareofaCSOPOptionmustnotbelessthantheMarketValueof a Share on the Date of Grant.

(b)

To exercise a Vested CSOP Option, a Participant must pay the Exercise Price to the Company,orhaveenteredintoarrangementsapprovedbytheCompanytosatisfythe Exercise Price (which may include an undertaking to pay in a form acceptable to the Board). Where such arrangements involve the sale of Shares acquired on exercise of CSOP Options to satisfy the Exercise Price, any such arrangements must involve the actual acquisition of Shares by the Participant prior to the sale of the Shares.

7

VestingConditions

AnyVestingConditionapplicabletoaCSOPOptionwhichisbasedonperformance:

(a)

shallbebasedonanobjectivemeasureoftheperformanceofaConstituentCompany, the Participant and/or the business unit of which the Participant is a part;

(b)

maybevariedorwaivedbytheBoardifaneventoccursthatcauses:

(i)

theCSOPOptiontobecomeexercisablebeforetheendoftheperiodoverwhich the original Vesting Condition was to be assessed, if the original Vesting Condition cannot reasonably be applied to the shortened time period; or

(ii)

theBoardtodecidetheVestingConditionisnolongeranappropriatemeasureof performance,

and if the Board varies a Vesting Condition in accordance with this paragraph 7(b), the varied VestingConditionmust,intheopinionoftheBoard,actingreasonably,benomoredifficultnor materiallyeasiertosatisfythantheoriginalVestingConditionwasatthedatetheCSOPOption was granted.

8

Individuallimit

TheBoardmustnotgrantCSOPOptionstoanEligibleParticipantwhichwouldcausethe aggregate Market Value of:

(a)

theSharessubjecttothoseCSOPOptions;and

(b)

theshareswhichtheEligibleParticipantmayacquireonexercisinganyoftheirExisting CSOP Options, to exceed £60,000 or such other amount specified in paragraph 6 of Schedule 4 at the relevant time, and if the grant of CSOP Options would cause this limit to be exceeded then it shall take effectasagrantofthemaximumnumberofCSOPOptionswhichwouldnotcausethislimittobe exceeded.

ReferencetoMarketValueinthisparagraph8istotheMarketValueonthedateonwhichthe relevant CSOP Options or Existing CSOP Options, as appropriate, were granted.

9

Non-transferability

A CSOP Option will lapse if the Participant assigns, transfers, charges or otherwise disposes of the CSOP Option or any of the rights in respect of it, whether voluntarily or involuntarily, includingbyoperationoflaw,otherthantothatParticipant’slegalpersonalrepresentativeson death.

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10

RestrictiononexerciseofaCSOPOption

AParticipantmaynotexerciseaCSOPOptionwhiletheyareexcludedfromparticipationunder paragraph 9 of Schedule 4.

11

SettlementofCSOPOptionsonexercise

CSOP Options shall only be settled by the issue or transfer of Shares (including the issue of Shares held in treasury) to the Participant. Notwithstanding any other provision of the Plan, the Boardhasnodiscretiontodetermine,andtheParticipanthasnoentitlementtorequest,thatthe exercise of a CSOP Option shall be settled in cash or by any other method of payment.

12

Cessationofemployment

12.1

Generalrules

Rule5.3shallnotapplytoCSOPOptions.

IfaParticipantceasesemploymentwiththeGroup,theirCSOPOptionsshalllapseonthedateof such cessation unless:

(a)

anotherprovisionofthisparagraph12applies;or

(b)

theBoarddecidesotherwise.

12.2

DeathoftheParticipant

Notwithstanding any other provision of this CSOP Schedule, if a Participant dies, their CSOP OptionsshalllapseexcepttotheextentVested.VestedCSOPOptionsmaybeexercisedduring the period of 12 months following the Participant’s death and shall lapse at the end of that period.

12.3

Statutoryspecialcircumstances

IfaParticipantceasesemploymentwiththeGroupbyreasonof:

(a)

injuryordisability;

(b)

redundancywithinthemeaningoftheEmploymentRightsAct1996;

(c)

retirementbyagreementwiththeiremployingcompany;

(d)

arelevanttransfertoacompanyoutsideoftheGroupwithinthemeaningoftheTransfer of Undertakings (Protection of Employment) Regulations 2006; or

(e)

theConstituentCompanywithwhichtheyareadirectororemployeeceasingtobeunder the Control of the Company,

theirCSOPOptionsshalllapseimmediatelyexcepttotheextentVested.VestedCSOPOptions may be exercised during the period of 6 months following the Participant’s cessation of employment, subject to the Expiry Date.

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12.4

Otherspecialcircumstances

IfaParticipantceasesemploymentwiththeGroupbyreasonof:

(a)

resignation;or

(b)

beinglawfullyterminatedfromemploymentwiththeGroup,butnotforcauseorserious breach of the employment contract,

theirCSOPOptionsshalllapseimmediatelyexcepttotheextentVested.VestedCSOPOptions may be exercised during the period ending on the Post-Termination Exercise End Date.

13

Corporateevents

13.1

Applicationofrule8

Rule8isdeemedtobemodifiedtotheextentnecessarytogiveeffecttotheprovisionsofthis paragraph 13.

Rule8.3(ActionavailabletotheBoardforunexercisedOptions)andrule8.4(Participantsto cooperate and attorney) shall not apply.

13.2

MeaningofRelevantEvent

Forthepurposesofthisparagraph13,a“RelevantEvent”means:

(a)

apersonobtainingControloftheCompanyasaresultofmakinganofferfallingwithin paragraph 25A(3) of Schedule 4;

(b)

thecourtsanctioningacompromiseorarrangementundersection899orsection901Fof the Companies Act, or shareholders becoming bound by a non-UK reorganisation (as defined by paragraph 35ZA of Schedule 4), that in each case is applicable to or affects:

(i)

alltheordinarysharecapitaloftheCompanyoralltheSharesofthesameclass as the Shares to which the CSOP Options relate; or

(ii)

all the Shares, or all the Shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorshipsortheirparticipationinashareschemethatmeetstherequirements of Schedule 4; or

(c)

a person becomes bound or entitled to acquire shares of a class over which CSOP Optionshavebeengrantedundersections979to982or983to985oftheCompanies Act.

13.3

ExercisingCSOPOptionsinconnectionwithaRelevantEvent

Subjecttoparagraphs13.4,13.5and14ofthisCSOPSchedule,CSOPOptionsmaybeexercised:

(a)

within6monthsofaRelevantEventfallingwithinparagraphs13.2(a)or 13.2(b) of this CSOP Schedule; or

(b)

atanytimeafteraRelevantEventfallingwithinparagraph13.2(c)ofthisCSOP Schedule, continuing for as long as that person remains so bound or entitled,

andCSOPOptionswilllapseandceasetobeexercisable,totheextentnotexercised,attheend of the relevant period.

23

13.4

ChangeofControl–20dayperiodwhenSchedule4nolongermet

If:

(a)

aRelevantEventspecifiedinparagraph13.2(a)ofthisCSOPScheduleoccurs,ora change of Control occurs as a result of a Relevant Event specified in paragraphs 13.2(b)or 13.2(c) of this CSOP Schedule; and

(b)

asaresultofthechangeofControl,ShareswillnolongersatisfytherequirementsofPart 4 of Schedule 4,

CSOPOptionsmaybeexercisedwiththeperiodof20daysfollowingthechangeofControl,and CSOP Options will lapse and cease to be exercisable, to the extent not exercised, at the end of this period.

13.5

ChangeofControl–20dayperiodpriortoRelevantEvent

(a)

If the Board reasonably expects a Relevant Event to occur, the Board may make arrangementspermittingCSOPOptionstobeexercisedforaperiodof20daysending with the Relevant Event.

(b)

IfaCSOPOptionisexercisedunderthisparagraph13.5itwillbetreatedashavingbeen exercised in accordance with paragraph 13.3 of this CSOP Schedule.

(c)

IftheBoardmakesarrangementsfortheVestingandexerciseofCSOPOptionsunder this paragraph 13.5 and the Relevant Event does not occur within 20 days of the purported exercise, the CSOP Option shall be treated as not having Vested and been exercised.

13.6

ApplicationofVestingCondition

(a)

WhereaCSOPOptionbecomesexercisableinaccordancewiththisparagraph13,itmay onlybeexercisedtotheextentthatanyVestingConditionshavebeensatisfiedortothe extentthattheBoard,initsdiscretion,deemsanysuchVestingConditionstohavebeen satisfied.

(b)

Subject to paragraph 13.6(a) above, in relation to a Vesting Condition that is based on the performance of a Constituent Company, the Participant and/or the business unit of whichtheParticipantisapart,theCSOPOptionmayonlybeexercisedtotheextentthat

theVestingConditionhasbeenorwillbetreatedashavingbeensatisfiedbyreferenceto theperiodfromthefirstdayofthePerformancePeriodtothedateoftheRelevantEvent triggering exercise in accordance with the provisions of this paragraph 13.

13.7

Otherrelevantprovisions

(a)

Inthisparagraph13,apersonshallbedeemedtohaveobtainedControlofacompanyif they, and others acting with them, have obtained Control of it together.

(b)

If the shareholders of the Company receive notice of a resolution for the voluntary windingupoftheCompany,anyCSOPOptionmaybeexercisedintheperiodbeforethat resolution is withdrawn, rejected or passed.

(c)

TheBoardshallnotifyParticipantsofanyeventthatisrelevanttoCSOPOptionsunder thisparagraph13withinareasonableperiodaftertheBoardbecomesawarethatsuch event will or is likely to occur.

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14

ExchangeofCSOP Options

14.1

Definitionsforthepurposesofthisparagraph14

Inthisparagraph14:

14.2

Exchange

(a)

If,asaresultofaRelevantEvent,acompanyhasobtainedControloftheCompany(the “Acquiring Company” as referred to in paragraph 26(2) of Schedule 4), each Participant may, by agreement with the Acquiring Company within the Rollover Period, release each Old CSOP Option for a New CSOP Option.

(b)

Any New CSOP Option granted under this paragraph 14 shall be treated as having been acquiredatthesametimeastherelevantOldCSOPOptionforallotherpurposesofthis CSOP Schedule.

(c)

TheCSOPScheduleshallbeinterpretedinrelationtoanyNewCSOPOptionsasif references to:

(i)

the “Company” (except for those in the definitions of Constituent Company and Eligible Company) were references to the Acquiring Company (or to any other companywhosesharesaresubjecttotheNewCSOPOptions,asthecontextmay require); and

25

(ii)

the“Shares”werereferencestothesharessubjecttotheNewCSOPOptions.

(d)

The Company will remain the scheme organiser of the CSOP Schedule (as defined in paragraph2(2)ofSchedule4)followingthereleaseoftheOldCSOPOptionsandthe grant of New CSOP Options under this paragraph 14.

(e)

TheAcquiringCompanyshallissue(orprocuretheissueof)anOptionCertificateforNew CSOP Options.

(f)

Forthepurposesofthisparagraph14,MarketValueshallbedeterminedusinga methodology agreed by HMRC.

15

Variationofsharecapital

If there is any variation of the share capital of the Company (including a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital) that the Board considers affects (or may affect) the value of CSOP Options, the Board may adjust the number and description of Shares subject to each CSOP Option and/or the Exercise Price per ShareofeachCSOPOptioninamannerthattheBoard,initsreasonableopinion,considerstobe fair and appropriate. However:

(a)

anyadjustmenttotheExercisePricemayonlybemadeinaccordancewiththeprovisions of paragraph 22 of Schedule 4;

(b)

anyadjustmenttothenumberofSharesmaybemadeonlyinaccordancewitheither paragraph 22 of Schedule 4 or a mechanism notified to the Participant at grant;

(c)

thetotalMarketValueoftheSharessubjecttotheCSOPOptionmustbe,immediately after the variation of share capital, substantially the same as immediately before the variation of share capital;

(d)

thetotalamountpayableonexerciseoftheCSOPOptionimmediatelyafterthevariation of share capital must be substantially the same as immediately before the variation of share capital;

(e)

if it is intended that this CSOP Schedule shall continue to be a CSOP scheme within the meaning of paragraph 1(A1) of Schedule 4, no adjustment shall be made which would resultintherequirementsofSchedule4notbeingmetinrelationtoaCSOPOption;and

(f)

the Exercise Price for a Share to be newly issued on the exercise of any CSOP Option shall not be reduced below its nominal value, unless the Board resolves to capitalise, fromreserves,anamountequaltotheamountbywhichthetotalnominalvalueofthe relevantSharesexceedsthetotaladjustedExercisePrice,andtoapplysuchamountto pay-up the relevant Shares in full.

If any adjustment to CSOP Options pursuant to this paragraph 15 results in CSOP Options subsistinginrespectofafractionsofShares,thenwhenanysuchCSOPOptionsareexercisedby the Participant they shall be deemed to be exercised over the aggregate number of Shares subject to such exercised CSOP Options, rounded down to the nearest whole Share.

16

AmendmentstoCSOPSchedule

NoamendmentmaybemadetoaKeyFeatureofthisCSOPScheduleif,asaresultofthe amendment, the CSOP Schedule would no longer meet the requirements of Schedule 4.

26

17

DiscretionwhenoperatingthisCSOPSchedule

If any discretion is exercised by the Board or the Company under therules of the Plan (including, butnotlimitedto,wherevariedoramendedbythisCSOPSchedule)inrelationtoaCSOPOption, such discretion must be exercised fairly and reasonably.

18

Disapplicationofcertainprovisions

TotheextenttheprovisionsofthisCSOPSchedulearecontrarytotheprovisionsofthePlan,the provisions of this CSOP Schedule override and apply in replacement of the terms and conditions setforthintherulesofthePlan. InadditiontowherestatedinthisCSOPSchedule,thefollowing rules and schedule do not apply to CSOP Options:

(a)

Rule4.8(PermittedNominees);

(b)

Rule6.5(TransferandSecurityInterests);

(c)

Rule11.1(Withholding)totheextentthatthisruleprovidesforthesettlementofCSOP Options otherwise than in Shares; and

(d)

Schedule1(Non-EmployeePlan).

27

Schedule3

U.S.ADDENDUM

1

Article1. Purpose

1.1

This Addendum shall form an integral part of the Nscale Limited Employee Share Plan (the“Plan”).It shall apply only to Participants who are U.S. taxpayers.The Plan and this Addendum are complementary to each other and shall be read and deemed as one.Any requirements provided in this Addendum shall be in addition to the requirements provided in the Plan and in any applicable Award Agreement; provided, however, that in the event of any conflict between the provisions of the Plan or any Award Agreement, on the one hand, and this Addendum on the other,thisAddendumshallgovernandprevail.ThisAddendumiseffectiveasofthedatethatthe Plan becomes effective (the “Effective Date”), subject to the timely approval of the Company’s shareholders as set forth in Section 5.1 of this Addendum.

2

Article2. Definitions

Unlessotherwisedefinedherein,thetermsdefinedintheotherprovisionsofthePlanshallhave the same meaning in this Addendum.For the purposes of this Addendum, the following additional definitions shall apply:

2.1

“Addendum”shallmeanthisU.S.Addendum,asamendedfromtimetotime.

2.2

“AwardAgreement”shallmeananOptionCertificateoraRestrictedShareAgreement,as applicable, including the Acceptance Form.

2.3

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, togetherwiththeregulationsandofficialguidancepromulgatedthereunder,whetherissuedprior or subsequent to the grant of any Award.

2.4

“Change of Control Trigger Event” shall have the meaning set forth in the Plan; provided, however,that,withrespecttoanyAwardheldbyaU.S.Participantthatprovidesforaccelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A), if the event that constitutes such Change in Control does not also constitute a change inthe ownershipor effective control of the Company, or inthe ownershipof a substantial portion of the Company’s assets (in either case, as defined in Section 409A), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicableAwardAgreement,excepttotheextentthatearlierdistributionwouldnotresultinthe applicable U.S. Participant of suchAward incurring interest or additional tax under Section409A.

2.5

“Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows: (a) If the Shares are (i) listed on any Securities Exchange, their Fair Market Value shall be the closing sales price for a Share as quoted on such date or, if there is no closing sales price on the date in question, then the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in such source as the Board deems reliable. If the Shares are listed or traded on more than one Securities Exchange, then the Board shall select the exchange on which the Fair Market Value will be determined in its discretion; (b) if the Shares are not listed on a Securities Exchange, but the Shares are regularly quoted by a recognized securities dealer, their Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in such source as the Board deems reliable; or (c) if the Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, their Fair Market Value shall be established by the Board in good faith.

28

2.6

“Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stockoftheCompanyoranysubsidiarycorporation(asdefinedinSection424(f)oftheCode)or parent corporation thereof (as defined in Section 424(e) of the Code).

2.7

“Group Company” shall mean each of the Company’s subsidiary corporations, as defined in Section424(f)oftheCode,whenusedinreferencetoaU.S.ParticipantinthePlanandinthis Addendum.

2.8

“IncentiveStockOption”shallmeananOptionthatisintendedtoqualifyasanincentivestock option and conforms to the applicable provisions of Section 422 of the Code.

2.9

“Non-QualifiedStockOption”shallmeananOptionthatisnotanIncentiveStockOptionorwhich is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.10

“Option” shall mean a right to purchase Shares at a specified exercise price, granted under Section4ofthePlan.AnOptionshallbeeitheraNon-QualifiedStockOptionoranIncentive Stock Option.

2.11

“Section409A”shallmeanSection409AoftheCodeandtheDepartmentofTreasuryregulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

2.12

“SecuritiesExchange”shallmeanaregulated(i)securitiesexchangesuchastheEuronextParis, New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market, (ii) any national market system or (iii) automated quotation system.

2.13

“SubstituteAward”shallmeananAwardgrantedunderthePlaninconnectionwithacorporate transaction,suchasamerger,combination,consolidationoracquisitionofpropertyorstock,in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option.

2.14

“Termination Date” shall have the meaning set forth in the Plan; provided, however, that, with respect to Incentive Stock Options, unless the Board otherwise provides in the terms of any Award Agreement or otherwise, or as otherwise required by applicable law, the date a leave of absencestarts,thedateofachangeinstatusfromanemployeetoanindependentcontractoror otherchangeintheemployee-employerrelationshipshallconstitutetheTerminationDateonlyif, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulationsandrevenuerulingsundersaidSection.ForpurposesofthePlan,aU.S.Participant’s employee-employerrelationshiporconsultancyrelationsshallbedeemedtobeterminatedinthe event that the member of the Group employing or contracting with such U.S. Participant ceases to remain a member of the Group following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

2.15

“U.S.Participant”shallmean,inrespectofanyAward,aParticipantwhoissubjecttotaxunder the Code in respect of such Award.

3

Article3.Sharessubjecttothe Plan

3.1

Subject to Section 3.2 below, the aggregate number of Shares which may be issued or transferredpursuanttoIncentiveStockOptionsunderthePlanisequalto5%oftheoutstanding Shares of the Company on the Effective Date, as such may be adjusted for share splits, reverse splits or similar transactions affecting the Shares.

3.2

If any Shares subject to an Incentive Stock Option are forfeited or expire, or are converted to shares of another entity in connection with a Change of Control Trigger Event, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares orothersimilarevent,theSharessubjecttosuchIncentiveStockOptionshall,totheextentofsuch forfeiture, expiration or conversion, again be available for future grants of Incentive Stock Options under the

29

Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3.1 and shall not be availableforfuturegrantsofIncentiveStockOptions:(i)SharestenderedbyaU.S.Participantor withheld by the Company in payment of the exercise price of an Incentive Stock Option; (ii) Shares tendered by a U.S. Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Incentive Stock Option; and (iii) if applicable, Shares purchased on the open market with the cash proceeds from the exercise of Incentive Stock Options held by U.S. Participants. Notwithstanding the provisions of this Section 3.2, no Shares may again be optioned, granted or awarded if such action would cause an incentive stock option to fail to qualify as an Incentive Stock Option under Section 422 of the Code.

3.3

Substitute Awards shall not reduce the Shares authorized for grant under Section 3.1, except as may be required by reason of Section 422 of the Code. Additionally, in the event that a company acquired by the Company or any member of the Group or with which the Company or any member of the Group combines has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Incentive Stock Options under the Plan and shall not reduce the Shares authorized for grant of Incentive Stock Options underthePlan;provided,however,thatIncentiveStockOptionsusingsuchavailableSharesshall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Group immediately prior to such acquisition or combination.

4

Article4.Options

4.1

Exercise Price. The exercise price per Share subject to each Option shall be set by the Board, but shallnotbelessthan100%oftheFairMarketValueofaShareonthedatetheOptionisgranted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding theforegoing, in the case of an Option that is a Substitute Award, the exercise price per share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant; provided, however, that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code and shall not be less than par value of a Share.

4.2

Award Agreements.Award Agreements evidencing Incentive Stock Options shall contain such termsandconditionsasmaybenecessarytomeettheapplicableprovisionsofSection422ofthe Code.

4.3

Qualification of Incentive Stock Options. The Board may grant Options intended to qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. 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 U.S. Participant during any calendar year under the Plan, andall 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 theCode.TherulesetforthintheimmediatelyprecedingsentenceshallbeappliedbytakingOptions and other “incentive stock options” into account in the order in which they were granted and the fairmarketvalueofstockshallbedeterminedasofthetimetherespectiveoptionsweregranted. Any interpretations and rules under the Plan and this Addendum with respect to

30

Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a U.S. Participant, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Board that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.

4.4

Option Term. The term of each Option (the “Option Term”) shall be set by the Board in its sole discretion; provided, however, that the Option Term shall not be more than (a) ten (10) years from the date the Option is granted to an Eligible Participant (other than a Greater Than 10% Stockholder), or (b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder.Except as limited by the requirements of Section 409A or Section422oftheCodeandregulationsandrulingsthereunder,thefirstsentenceofthisSection 4.4 or Section 4.7, the Board may extend the Option Term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any termination of employment of the Participant or otherwise, and may amend, subject to Section 4.7,anyothertermorconditionofsuchOptionrelatingtosuchterminationofemploymentofthe Participant or otherwise.

4.5

NotificationRegardingDisposition.TheU.S.ParticipantshallgivetheCompanypromptwrittenor electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option whichoccurswithin(a)twoyearsfromthegrantdate(includingthedatetheOptionismodified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such U.S. Participant, or (b) one year after the date of transfer of such Shares to such U.S. Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.

4.6

Transfers.IncentiveStockOptionsmaynotbetransferred,unlesssuchIncentiveStockOptionis intended to become a Non-Qualified Stock Option.In addition, the Board, in its sole discretion, maydeterminetopermitaU.S.ParticipanttotransferIncentiveStockOptionstoatrustif,under Section 671 of the Code and other applicable law, the U.S. Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

4.7

Amendment.The Board may amend or modify any outstanding Award to convert an Incentive Stock Option to a Non-Qualified Stock Option. The U.S. Participant’s consent to such action shall be required if such action would materially and adversely affect any rights or obligations under theAward,unlessthechangeisotherwisepermittedunderthePlan(including,withoutlimitation, under Section 8 of the Plan).

5

Article5. Miscellaneous

5.1

ShareholderApproval,Amendment,SuspensionorTerminationofthePlan.

(a)

The Plan and this Addendum shall be submitted to the Company’s shareholders for approvalwithintwelve(12)monthsaftertheEffectiveDate.Iftheshareholdersfailto approve this Addendum within such period, then any grants, or exercises that have already occurred under this Addendum will be rescinded and no additional grants or exercisesofOptionsgrantedhereunderwillthereafterbemadeunderthisAddendum.

(b)

NotwithstandingSection13ofthePlan,theBoardmaynotincreasethelimitimposedin Section3.1onthemaximumnumberofShareswhichmaybeissuedunderthePlanand this Addendum as Incentive Stock Options without approval of the Company’s shareholders given within twelve (12) months before or after such amendment.

(c)

No Awards may be granted or awarded during any period of suspension or after terminationofthePlan,andnotwithstandinganythinghereintothecontrary,innoevent may any Incentive Stock Option be granted under the Plan after the tenth (10th) anniversary of the

31

date on which the Plan was adopted by the Board (such anniversary, the “Expiration Date”). Any Incentive Stock Options that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

5.2

Changes in Shares or Assets of the Company, Acquisition or Liquidation of the Company andOther Corporate Events. Unless otherwise determined by the Board, no adjustment or action described in Section 8 of the Plan or in any other provision of the Plan shall be authorized to the extentitwould(a)causethePlantoviolateSection422(b)(1)oftheCodeor(b)causeanAward to fail to be exempt from or comply with Section 409A.

5.3

Section409A.TotheextentthattheAdministratordeterminesthatanyAwardgrantedunderthe Plan is subject to Section 409A, the Plan and the Award Agreement evidencing such Award shall incorporatethetermsandconditionsrequiredbySection409A.Totheextentapplicable,thePlan and any Award Agreements shall be interpreted in accordance with Section 409A.Notwithstanding any provision of the Plan to the contrary, in the event that following theEffective Date the Board determines that any Award may be subject to Section 409A, the Board may (but is not obligated to), without a U.S. Participant’s consent, adopt such amendments tothe Plan and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (a) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise.The Company shall have no obligation under this Section 5.3 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.

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NScale Global Holdings Limited Employee Share Option Plan

Option Certificate

NScale Global Holdings Limited (Company) has granted the Eligible Participant named below Options under the NScale Global Holdings Limited Employee Share Option Plan (Plan) on the following terms and otherwise subject to terms of the Plan and the Global Appendix to this Option Certificate, which may alter the application of the rules of the Plan to the Options depending on the Eligible Participant’s circumstances and the country to whose laws they are subject. The terms used below are as defined in the Plan.

The Eligible Participant is required to accept the terms of the Options by signing and returning the Acceptance Form by [DATE], otherwise the Options will lapse meaning the Eligible Participant will lose the right to acquire any Shares subject to them.

33

34

NScale Global Holdings Limited Employee Share Option Plan

Global Appendix

The Participant’s participation in the Plan is governed exclusively by the Plan, the terms summarised in the applicable Option Certificate and this Global Appendix.

All Options are granted under the terms of Plan with the exception of those to individuals who are not Employees. Such Options are instead granted under Schedule 1 (Non-Employee Plan) of the Plan. This Global Appendix prevails in the event of any inconsistency with any other documents or communications relating to the Participant’s participation in the Plan.

The Participant should review all the provisions in Part A below and also the provisions in Part B below that are specific to any jurisdiction that may be applicable to the Participant. The Participant should also review the Plan, the applicable Option Certificate and any other documents or communications provided to the Participant in connection with the Plan (together with this Global Appendix, the Plan documents).

In this Global Appendix, capitalised terms that are used without definition in this Global Appendix shall have the meanings ascribed to them in the Plan.

1.

Part A: Provisions Applicable to All Participants

By participating in the Plan, the Participant acknowledges and agrees to each of the following provisions.

1.1

Documentation

The Participant has read, understood and agrees with the Plan, the applicable Option Certificate and this Global Appendix including any jurisdiction-specific notices in Part B below that may be applicable to the Participant.

1.2

No Public Offer

The Plan is strictly limited to Eligible Participants. Rights under the Plan are personal and may not be transferred, except in the circumstances prescribed in the Plan.

Eligibility to participate in the Plan, and any subsequent offers and participation, are not intended to constitute a public offer in any jurisdiction. The Participant should therefore keep all Plan documents confidential and may not reproduce, distribute or otherwise make public any such documents without the Company’s express written consent.

1.3

Independent Advice Recommended

The information provided in respect of the Plan does not take into account the Participant’s individual circumstances, objectives, needs or financial situation and does not constitute legal, tax, investment or financial advice. Options and related benefits under the Plan are in no way secured, guaranteed or warranted by the Group and participation in the Plan involves certain risks. The Participant should exercise caution in relation to Plan participation. The Participant should obtain independent professional advice if the Participant is in doubt about any of the contents of the Plan documents and before taking actions in relation to the Plan. The Participant acknowledges that the Participant has been given adequate opportunity to obtain such advice.

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1.4

No Additional Entitlements

The Company’s offer of participation in the Plan is strictly discretionary and neither the Plan documents nor the Participant’s employment or service agreement provide or imply, unless otherwise explicitly stated, any expectation or right in relation to:

1.4.1

the Participant’s participation in the Plan or similar benefits or Options in the future;

1.4.2

the terms, conditions and amount of any Options that the Company may decide to offer in the future; or

1.4.3

the Participant’s continued employment, service or continuance as Consultant or Director of the Group.

The Company may at any time modify, suspend or terminate the Plan, and/or the Participant’s participation therein, at its entire discretion subject to and in accordance with the Plan.

The Participant acknowledges that the Participant is not automatically entitled to the exercise of any discretion under the Plan in the Participant’s favour, and that the Participant does not have any claim or right of action in respect of any decision or omission that may operate to the Participant’s disadvantage (even if such decision or omission is unreasonable, irrational or might otherwise be regarded as perverse or in breach of any duties). The Participant accepts that decisions made on behalf of the Company in respect of the Plan are final and binding in all respects.

These provisions apply regardless of whether offers or participation in the Plan are regular and repeated or on a one-time or otherwise exceptional basis, and whether the Plan administration involves the Participant’s employing or engaging entity and/or its respective payroll (if applicable).

1.5

No Effect on Employment-Related Rights

Any compensation the Participant receives (whether on a regular and repeated basis or on a one-time or otherwise exceptional basis, and regardless of whether the administration of such compensation involves the Participant’s employing or engaging entity and/or its respective payroll (if applicable)) in connection with the Plan is not part of the Participant’s base salary, wages or other remuneration.

The forfeiture (including reduction, cancellation or recoupment) provisions relating specifically to the Participant’s participation in the Plan are prescribed in the Plan documents. Such provisions are limited to the Participant’s participation in the Plan alone and nothing in the Plan documents:

1.5.1

will be taken into account in determining the Participant’s wages, salary, other remuneration or compensation, bonuses, payments of any kind upon termination of the Participant’s employment or engagement for any reason (whether or not found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any), pension or retirement arrangements and payments, or any similar payments to these or other employee benefits; or

1.5.2

confers on the Participant the right to continue as an employee, service provider or Consultant or Director of the Group.

No Plan documents form part of the Participant’s employment, service agreement or Consultant or Director’s contract for services with the Participant’s employing or engaging entity and they do not change in any way the terms of such agreement.

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1.6

No Substantive Employer Involvement

The Plan is offered and administered by the Company and not by the Participant’s employing or engaging entity (if different). All Plan documents, and any links by which the Participant may access these documents, originate from and are maintained by the Company.

1.7

Electronic Communications

All Plan documents may be communicated and stored electronically using means that are secure, private and accessible to the relevant parties. The Participant consents to the sole use of electronic communications (including, without limitation, offer and acceptance) in connection with the Plan. The Participant may, however, request that hard copies of any Plan documents be provided to them, free of charge, by contacting the Plan administrator.

1.8

Data Protection

The Participant acknowledges that the Participant’s personal data will be processed in accordance with the data privacy policy, notice and/or agreement that is applicable to the Participant in connection with the Participant’s employment or service.

1.9

Risk Warnings

Share price risk: there is a risk that Shares may fall or rise in value. Market forces may impact the price of Shares and, in the worst case, the market value of the Shares may become zero. The Participant agrees that the Group is not liable for any loss due to movements in Share value.

Currency risk: if Shares are traded in a currency that is not the currency of the Participant’s jurisdiction, the value of the Shares to the Participant may also be affected by movements in the exchange rate. There may also be an exchange rate risk in relation to any Plan-related currency that is not the currency of the Participant’s jurisdiction. The Participant agrees that the Group is not liable for any loss due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of currency.

1.10

Insider Trading and Market Abuse

The Participant acknowledges that rules on dealing notification, insider trading and market abuse (including the terms of any relevant dealing policy) may from time to time apply to the Options and related benefits, particularly following an initial public offering involving the Company, and may prohibit or delay actions or decisions in relation to such payments or benefits. The Participant agrees that the Participant is solely responsible for compliance with such rules and that the Group is not liable for any loss due to such rules or for any breaches of such rules by the Participant.

1.11

Exchange Control and Resale Obligations

Under local exchange controls, currency controls or foreign asset reporting requirements, the Participant may be subject to certain notification, approval and/or repatriation obligations with respect to Shares and any funds the Participant may transfer or receive in connection with the Plan.

Among other things, such aforementioned obligations may affect the Participant’s ability to hold Shares, bring Shares into the Participant’s jurisdiction, reinvest dividends and receive any applicable dividends or dividend equivalents, Share sale proceeds and other payments in a local or foreign account. The Participant may further be subject to local securities law and/or exchange control restrictions and other obligations in the event of a resale of Shares.

37

The Participant agrees that the Participant is solely responsible for ensuring compliance with any such obligations that may apply to the Participant in connection with the Plan, and the Company recommends that the Participant obtain independent professional advice in this regard. In the event that the Participant fails to comply with any such obligations, the Participant agrees that the Group is not liable in any way for resulting fines or other penalties.

1.12

Tax Responsibility

The Participant acknowledges and agrees that:

1.12.1

all Plan benefits may be subject to tax and social security in the jurisdiction(s) where the Participant is employed, engaged, resides or is otherwise subject to taxation;

1.12.2

the Group may withhold amounts in any Share and/or cash payments and make arrangements as considered appropriate to meet any tax or social security liability. This may include withholding amounts at the locally applicable maximum rates. The Participant’s liability may also exceed any amounts withheld and paid on the Participant’s behalf;

1.12.3

the Participant is responsible for and bears any liability for any personal tax and social security charges or similar payments due in relation to the Participant’s participation in the Plan; and

1.12.4

the Participant indemnifies the Group and agrees to make any arrangements deemed appropriate by the Group in order to satisfy such payments.

The Group does not warrant any particular tax treatment in relation to the Plan benefits.

1.13

Mobile Employees

If the Participant is a mobile employee, meaning that the Participant is based in different jurisdictions during the course of the Participant’s employment and/or the Participant’s participation in the Plan or that the Participant is or may be subject to tax in more than one jurisdiction, the Participant is strongly encouraged to inform the Company and to consult the Participant’s personal tax adviser(s) regarding the tax treatment of any Options.

1.14

English Language

The Participant accepts that the Plan documents, including all related communications, may be in the English language only and it is possible that no translated or interpreted versions will be provided. The English versions of such documents will always prevail in the event of any inconsistency with translated or interpreted documents. The Participant agrees that the Participant is responsible for ensuring that the Participant fully understands the Plan documents.

1.15

Governing Law

The Plan is governed as prescribed in the Plan, and the Participant waives any entitlement to have any Plan-related disputes determined under an alternative jurisdiction except as required by applicable laws.

1.16

Adequate Information

The Participant certifies that the Participant:

1.16.1

has been given access to all relevant information and materials with respect to the operations and financial condition of the Company and participation in the Plan;

1.16.2

has read and understood such information and materials;

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1.16.3

is fully aware and knowledgeable of the terms and conditions of the Plan; and

1.16.4

completely and voluntarily agrees to the terms and conditions of the Plan.

2.

Part B: Provisions Applicable to Participants in Certain Jurisdictions

The Participant will be subject to the provisions set forth below where the laws of the relevant jurisdiction apply to the Participant. Any relevant jurisdiction-specific provisions prevail in the event of any inconsistency with other provisions of this Global Appendix or other Plan documents.

These provisions are based on the securities, exchange control and other laws that are understood to be in effect in the relevant jurisdictions as of [DATE]. Such laws are often complex and change frequently and these provisions do not take into account the Participant’s individual circumstances. As a result, the Company strongly recommends that the Participant does not rely on such information as the Participant’s only source of information relating to the consequences of their participation in the Plan, and that the Participant seeks ongoing independent professional advice as appropriate.

2.1	If you are an Employee subject to the laws of certain EU Member States (Belgium, Ireland and the Netherlands)

This offer is being made to selected Employees as part of an employee incentive programme in order to provide an additional incentive and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these rights is the Company. The shares which are the subject of these rights are ordinary shares in the Company. More information in relation to the Company including the share price can be provided upon request.

Details of the offer can be found in the Plan documents.

The obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum number of shares which are the subject of this offer is 1,000,000.

2.2	If you are subject to the laws of Belgium

Notwithstanding the contents of your Option Certificate, you will have 90 days from the Date of Grant to accept the terms of the Options by signing and returning the Acceptance Form.

2.3	If you are subject to the laws of Ireland

Notwithstanding the contents of your Option Certificate, the Expiry Date shall be the seventh (7th) anniversary of the Date of Grant or, if earlier, as prescribed by any rule of the Plan.

2.4	If you are an Employee subject to the laws of Norway

This offer is being made to selected Employees as part of an employee incentive programme in order to provide an additional incentive and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these rights is the Company. The shares which are the subject of these rights are ordinary shares in the Company. More information in relation to the Company including the share price can be provided upon request.

Details of the offer can be found in the Plan documents.

39

The obligation to publish a prospectus does not apply because of Article 7-1 of the Norwegian Securities Trading Act (which implements Article 1(4)(i) of the EU Prospectus Regulation). The total maximum number of shares which are the subject of this offer is 1,000,000.

2.5	If you are subject to the laws of Portugal

If you are an employee, officer or service provider in Portugal, the following wording is made as part of the Plan documents:

Your Option and the benefits provided under the Option are in no way secured, guaranteed or warranted by the Company or your employer and the Company, and your employer does not guarantee a specified level of return on your Option or the shares you receive upon settlement of your Option. You expressly acknowledge that there is no obligation on the part of the Company or your employer to implement the Plan and grant any Option in subsequent years.

2.6	If you an Employee subject to the laws of the UK

This offer is being made to selected Employees as part of an employee incentive programme in order to provide an additional incentive and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these rights is the Company. The shares which are the subject of these rights are ordinary shares in the Company. More information in relation to the Company including the share price can be provided upon request.

Details of the offer can be found in the Plan documents.

The obligation to publish a prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of shares which are the subject of this offer is 1,000,000.

2.7	If you are subject to the laws of the UK

As a condition of the exercise of your Options you agree:

2.7.1

to indemnify the Group for any liability to Tax in respect of your Options, which shall include secondary class 1 (employer’s) National Insurance contributions; and

2.7.2

if so required by the Company, to enter into a joint election within section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 in respect of your acquisition of Shares.

40

NScale Global Holdings Limited Employee Share Option Plan

Acceptance Form

This document is the Acceptance Form referred to in your Option Certificate for Options granted on [DATE] under the NScale Global Holdings Limited Employee Share Option Plan (Plan). If you wish to accept the grant, please complete and sign this form then return it to Nscale HR at nscalehr@hrrevolution.co.uk by 5.00pm on the date specified in the Option Certificate. If you do not do so the Options will lapse meaning you will lose the right to acquire any Shares subject to them. Terms used are as defined in the Plan.

If you wish to nominate a proprietary limited company you control (Permitted Nominee) to be the holder of your Options, please provide full details below. If your Permitted Nominee has two directors or more, both directors or a director and the company secretary must sign the form below. The Company has the absolute discretion to decide whether the Options are granted to you or your Permitted Nominee.

Options Acceptance:

My participation in the Plan is subject to the following terms:

•

I understand that the grant of the Options is wholly at the discretion of the Board and in no way represents a part of my contractual arrangements with the Company or right to be considered for or receive any future Options;

•

I acknowledge and agree that the grant of the Options is in full and final satisfaction of any obligations of the Company or any other member of the Group to grant me equity compensation up to an including the Date of Grant (specificed above in the Option Certificate), whether arising in connection with my applicable employment agreement or consulting agreement, or otherwise;

•

I have read and understood and agree to be bound by the terms of the Plan and the Option Certificate in respect of Options;

•

I understand that any Shares issued to me pursuant to the Options will be subject to the Articles and any applicable Shareholders’ Agreement;

•

I understand that I am required to indemnify the Group for any liability for Tax in respect of my Options;

41

•

I acknowledge that I have had the opportunity to obtain independent advice and have satisfied myself as to the consequences of my participation in the Plan; and

•

I consent to electronic execution of this acceptance form and acknowledge that execution via electronic means shall be binding as if executed and delivered in original counterpart to the Company.

42

NScale Global Holdings Limited Employee Share Option Plan

Notice of Exercise

To: Company Secretary

I ____________________ being the registered holder [/ a director of the registered holder] of Options granted on a Date of Grant of ____________________ irrevocably exercise ____________________ Options to have fully paid Shares in the Company issued, transferred or allocated.

[I am exercising my Options in respect of the Exercise Window notified to me which starts on [DATE] and I acknowledge and agree that the exercise of my Options shall be deemed to take place on the Business Day immediately following the last day of that Exercise Window.]

I/My nominee company agree(s) to become a member of, and to be bound by the Articles of, the Company.

Terms used are as defined in the Plan.

I attach:

a)

payment of ____________________ in full settlement of the Exercise Price for the Options hereby exercised and any applicable Tax for which I am liable in respect of the exercise of the Options;

b)

a signed deed of accession to the Shareholders’ Agreement; and

c)

[such other documents as may be notified to the Eligible Participant by the Company]

Dealing Restrictions

I represent to the Company that I do not possess any insider information that would result in the exercise of the Options of the acquisition of Shares pursuant to them being prohibited under any Dealing Restrictions.

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Nscale Global Holdings Limited Employee Share Plan

Restricted Share Agreement

Nscale Global Holdings Limited (Company) hereby issues to the Eligible Participant named below an Award under the Nscale Global Holdings Limited Employee Share Plan (including Schedule 1 (Non-Employee Plan) (Plan) in the form of Restricted Shares on the following terms and otherwise subject to terms of the Plan and the Global Appendix to this Agreement, which may alter the application of the rules of the Plan to the Awards depending on the Eligible Participant’s circumstances and the country to whose laws they are subject. The terms used below are as defined in the Plan.

The Eligible Participant is required to accept the terms of the Award by signing and returning the Acceptance Form by [•], and the issuance will not become effective, and no Shares will be delivered, in the absence of such acceptance, (meaning the Eligible Participant will not acquire any Shares or other rights in respect of the Award).

Key Award Terms

44

45

Nscale Global Holdings Limited Employee Share Plan

Global Appendix

The Participant’s participation in the Plan is governed exclusively by the Plan (including Schedule 1 to the Plan), the terms summarised in the applicable Restricted Share Agreement and this Global Appendix.

All Awards are issued under the terms of Plan with the exception of those to individuals who are not Employees. Such Awards are instead issued under Schedule 1 (Non-Employee Plan) of the Plan. This Global Appendix prevails in the event of any inconsistency with any other documents or communications relating to the Participant’s participation in the Plan.

The Participant should review all the provisions in Part A below and also the provisions in Part B below that are specific to any jurisdiction that may be applicable to the Participant. The Participant should also review the Plan, the applicable Restricted Share Agreement and any other documents or communications provided to the Participant in connection with the Plan (together with this Global Appendix, the Plan documents).

In this Global Appendix, capitalised terms that are used without definition in this Global Appendix shall have the meanings ascribed to them in the Plan.

1.

Part A: Provisions Applicable to All Participants

By participating in the Plan, the Participant acknowledges and agrees to each of the following provisions.

1.1

Documentation

The Participant has read, understood and agrees with the Plan, the applicable Restricted Share Agreement and this Global Appendix including any jurisdiction-specific notices in Part B below that may be applicable to the Participant.

1.2

No Public Offer

The Plan is strictly limited to Eligible Participants. Rights under the Plan are personal and may not be transferred, except in the circumstances prescribed in the Plan.

Eligibility to participate in the Plan, and any subsequent offers and participation, are not intended to constitute a public offer in any jurisdiction. The Participant should therefore keep all Plan documents confidential and may not reproduce, distribute or otherwise make public any such documents without the Company’s express written consent.

1.3

Independent Advice Recommended

The information provided in respect of the Plan does not take into account the Participant’s individual circumstances, objectives, needs or financial situation and does not constitute legal, tax, investment or financial advice. Awards and related benefits under the Plan are in no way secured, guaranteed or warranted by the Group and participation in the Plan involves certain risks. The Participant should exercise caution in relation to Plan participation. The Participant should obtain independent professional advice if the Participant is in doubt about any of the contents of the Plan documents and before taking actions in relation to the Plan. The Participant acknowledges that the Participant has been given adequate opportunity to obtain such advice.

46

1.4

No Additional Entitlements

The Company’s offer of participation in the Plan is strictly discretionary and neither the Plan documents nor the Participant’s employment or service agreement provide or imply, unless otherwise explicitly stated, any expectation or right in relation to:

1.4.1

the Participant’s participation in the Plan or similar benefits or Awards in the future;

1.4.2

the terms, conditions and amount of any Awards that the Company may decide to offer in the future; or

1.4.3

the Participant’s continued employment, service or continuance as Consultant or Director of the Group.

The Company may at any time modify, suspend or terminate the Plan, and/or the Participant’s participation therein, at its entire discretion subject to and in accordance with the Plan.

The Participant acknowledges that the Participant is not automatically entitled to the exercise of any discretion under the Plan in the Participant’s favour, and that the Participant does not have any claim or right of action in respect of any decision or omission that may operate to the Participant’s disadvantage (even if such decision or omission is unreasonable, irrational or might otherwise be regarded as perverse or in breach of any duties). The Participant accepts that decisions made on behalf of the Company in respect of the Plan are final and binding in all respects.

These provisions apply regardless of whether offers or participation in the Plan are regular and repeated or on a one-time or otherwise exceptional basis, and whether the Plan administration involves the Participant’s employing or engaging entity and/or its respective payroll (if applicable).

1.5

No Effect on Employment-Related Rights

Any compensation the Participant receives (whether on a regular and repeated basis or on a one-time or otherwise exceptional basis, and regardless of whether the administration of such compensation involves the Participant’s employing or engaging entity and/or its respective payroll (if applicable)) in connection with the Plan is not part of the Participant’s base salary, wages or other remuneration.

The forfeiture (including reduction, cancellation or recoupment) provisions relating specifically to the Participant’s participation in the Plan are prescribed in the Plan documents. Such provisions are limited to the Participant’s participation in the Plan alone and nothing in the Plan documents:

1.5.1

will be taken into account in determining the Participant’s wages, salary, other remuneration or compensation, bonuses, payments of any kind upon termination of the Participant’s employment or engagement for any reason (whether or not found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any), pension or retirement arrangements and payments, or any similar payments to these or other employee benefits; or

1.5.2

confers on the Participant the right to continue as an employee, service provider or Consultant or Director of the Group.

No Plan documents form part of the Participant’s employment, service agreement or Consultant or Director’s contract for services with the Participant’s employing or engaging entity and they do not change in any way the terms of such agreement.

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1.6

No Substantive Employer Involvement

The Plan is offered and administered by the Company and not by the Participant’s employing or engaging entity (if different). All Plan documents, and any links by which the Participant may access these documents, originate from and are maintained by the Company.

1.7

Electronic Communications

All Plan documents may be communicated and stored electronically using means that are secure, private and accessible to the relevant parties. The Participant consents to the sole use of electronic communications (including, without limitation, offer and acceptance) in connection with the Plan. The Participant may, however, request that hard copies of any Plan documents be provided to them, free of charge, by contacting the Plan administrator.

1.8

Data Protection

The Participant acknowledges that the Participant’s personal data will be processed in accordance with the data privacy policy, notice and/or agreement that is applicable to the Participant in connection with the Participant’s employment or service.

1.9

Risk Warnings

Share price risk: there is a risk that Shares may fall or rise in value. Market forces may impact the price of Shares and, in the worst case, the market value of the Shares may become zero. The Participant agrees that the Group is not liable for any loss due to movements in Share value.

Currency risk: if Shares are traded in a currency that is not the currency of the Participant’s jurisdiction, the value of the Shares to the Participant may also be affected by movements in the exchange rate. There may also be an exchange rate risk in relation to any Plan-related currency that is not the currency of the Participant’s jurisdiction. The Participant agrees that the Group is not liable for any loss due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of currency.

1.10

Insider Trading and Market Abuse

The Participant acknowledges that rules on dealing notification, insider trading and market abuse (including the terms of any relevant dealing policy) may from time to time apply to the Awards and related benefits, particularly following an initial public offering involving the Company, and may prohibit or delay actions or decisions in relation to such payments or benefits. The Participant agrees that the Participant is solely responsible for compliance with such rules and that the Group is not liable for any loss due to such rules or for any breaches of such rules by the Participant.

1.11

Exchange Control and Resale Obligations

Under local exchange controls, currency controls or foreign asset reporting requirements, the Participant may be subject to certain notification, approval and/or repatriation obligations with respect to Shares and any funds the Participant may transfer or receive in connection with the Plan.

Among other things, such aforementioned obligations may affect the Participant’s ability to hold Shares, bring Shares into the Participant’s jurisdiction, reinvest dividends and receive any applicable dividends or dividend equivalents, Share sale proceeds and other payments in a local or foreign account. The Participant may further be subject to local securities law and/or exchange control restrictions and other obligations in the event of a resale of Shares.

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The Participant agrees that the Participant is solely responsible for ensuring compliance with any such obligations that may apply to the Participant in connection with the Plan, and the Company recommends that the Participant obtain independent professional advice in this regard. In the event that the Participant fails to comply with any such obligations, the Participant agrees that the Group is not liable in any way for resulting fines or other penalties.

1.12

Tax Responsibility

The Participant acknowledges and agrees that:

1.12.1

all Plan benefits may be subject to tax and social security in the jurisdiction(s) where the Participant is employed, engaged, resides or is otherwise subject to taxation;

1.12.2

if required by applicable laws, the Group may withhold amounts in any Share and/or cash payments and make arrangements as considered appropriate to meet any tax or social security liability. This may include withholding amounts at the locally applicable maximum rates. The Participant’s liability may also exceed any amounts withheld and paid on the Participant’s behalf;

1.12.3

the Participant is responsible for and bears any liability for any personal tax and social security charges or similar payments due in relation to the Participant’s participation in the Plan; and

1.12.4

the Participant indemnifies the Group and agrees to make any arrangements deemed appropriate by the Group in order to satisfy such payments.

The Group does not warrant any particular tax treatment in relation to the Plan benefits.

1.13

Mobile Employees

If the Participant is a mobile employee, meaning that the Participant is based in different jurisdictions during the course of the Participant’s employment and/or the Participant’s participation in the Plan or that the Participant is or may be subject to tax in more than one jurisdiction, the Participant is strongly encouraged to inform the Company and to consult the Participant’s personal tax adviser(s) regarding the tax treatment of any Awards.

1.14

English Language

The Participant accepts that the Plan documents, including all related communications, may be in the English language only and it is possible that no translated or interpreted versions will be provided. The English versions of such documents will always prevail in the event of any inconsistency with translated or interpreted documents. The Participant agrees that the Participant is responsible for ensuring that the Participant fully understands the Plan documents.

1.15

Governing Law

The Plan is governed as prescribed in the Plan, and the Participant waives any entitlement to have any Plan-related disputes determined under an alternative jurisdiction except as required by applicable laws.

1.16

Adequate Information

The Participant certifies that the Participant:

1.16.1

has been given access to all relevant information and materials with respect to the operations and financial condition of the Company and participation in the Plan;

1.16.2

has read and understood such information and materials;

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1.16.3

is fully aware and knowledgeable of the terms and conditions of the Plan; and

1.16.4

completely and voluntarily agrees to the terms and conditions of the Plan.

2.

Part B: Provisions Applicable to Participants in Certain Jurisdictions

The Participant will be subject to the provisions set forth below where the laws of the relevant jurisdiction apply to the Participant. Any relevant jurisdiction-specific provisions prevail in the event of any inconsistency with other provisions of this Global Appendix or other Plan documents.

These provisions are based on the securities, exchange control and other laws that are understood to be in effect in the relevant jurisdictions as of June 2025. Such laws are often complex and change frequently and these provisions do not take into account the Participant’s individual circumstances. As a result, the Company strongly recommends that the Participant does not rely on such information as the Participant’s only source of information relating to the consequences of their participation in the Plan, and that the Participant seeks ongoing independent professional advice as appropriate.

2.1	If you are subject to the laws of the US

The security evidenced hereby and any common stock issuable upon the conversion of the security evidenced hereby, have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any securities laws of any state of the United States and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, any person except a person who is not a U.S. Person, is not acquiring this security for the account or benefit of a U.S. Person and is acquiring this security in an Offshore Transaction in compliance with Regulation S under the Securities Act. As used herein, the terms 'Offshore Transaction', 'United States' and 'U.S. Person', have the meanings given to them by Rule 902 of Regulation S under the Securities Act.

Under Section 83 of the U.S. Internal Revenue Code of 1986, as amended (“U.S. Code”), a U.S. Person is permitted, but not required to, make an election under U.S. Code Section 83(b) to include in such U.S. Person’s gross income in the year of issue or transfer of a Restricted Share the amounts specified in U.S. Code Section 83(b) using the form of 83(b) election filing attached as Exhibit A to the Participant’s Restricted Share Award Acceptance Form. Under the terms of the Plan, such U.S. Person shall notify the Company of such election within ten (10) calendar days of filing the notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under U.S. Code Section 83(b). The Board may, in connection with the issuance of an Award or at any time thereafter, prohibit a U.S. Participant from making the election described above.

Upon receipt of a copy of an 83(b) election filing, the Company shall not take any action or reporting position inconsistent with such filing, provided that, to the knowledge of the Participant, such filing contains true and accurate information. The Participant acknowledges that it is the Participant’s sole responsibility, and not the responsibility of the Company, to decide whether to file, and then to timely file if so desired, an election under U.S. Code Section 83(b) with respect to the Restricted Shares issued hereunder, even if the Participant requests the Company or its representative(s) to make such filing on behalf of the Participant.

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Nscale Global Holdings Limited Employee Share Plan

Acceptance Form

If you wish to accept the issuance of the Restricted Shares as referred to above, please complete and sign this form by[•] on [•]. If you do not do so the issuance will not become effective meaning you will not acquire any Shares or other rights in respect of the Award. Terms used are as defined in the Plan.

If you wish to nominate a proprietary limited company you control (Permitted Nominee) to be the holder of your Shares, please provide full details below. If your Permitted Nominee has two directors or more, both directors or a director and the company secretary must sign the form below. The Company has the absolute discretion to decide whether the legal title to the Shares is delivered to you or your Permitted Nominee.

Restricted Shares - Award Acceptance:

My participation in the Plan is subject to the following terms:

●

I understand that the issuance of the Awards is wholly at the discretion of the Board and in no way represents a part of my contractual arrangements with the Company or right to be considered for or receive any future Awards;

●

I acknowledge and agree that the issuance of the Options is in full and final satisfaction of any obligations of the Company or any other member of the Group to issue me equity compensation up to an including the Date of Issue (specified above in the Option Certificate), whether arising in connection with my applicable employment agreement or consulting agreement, or otherwise;

●

I have read and understood and agree to be bound by the terms of the Plan and the Restricted Share Agreement;

●

I understand that the Shares issued to me pursuant to the Award will be subject to the Articles and any applicable Shareholders’ Agreement;

●

I hereby indemnify the Group for any liability for Tax in respect of my Award of Restricted Shares;

●

I will do all acts, matters or things which are necessary or desirable to give effect to the forfeiture of Shares on lapse of the Award;

●

I acknowledge that I have had the opportunity to obtain independent advice and have satisfied myself as to the consequences of my participation in the Plan;

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●

(US Participants only) I acknowledge that if I desire to make an 83(b) election with respect to my Restricted Share Award pursuant to Exhibit A attached to this Acceptance Form, it is my responsibility alone to ensure such election is timely and properly made, and I must remit a copy of such election to the Company within ten (10) calendar days; and

●

I consent to electronic execution of this acceptance form and acknowledge that execution via electronic means shall be binding as if executed and delivered in original counterpart to the Company.

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EXHIBIT A

ELECTION TO INCLUDE RESTRICTED SHARES IN GROSS INCOME PURSUANT TO
SECTION 83(b) OF THE U.S. INTERNAL REVENUE CODE

Enclosed

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