Rules of the FarFetch.com Limited Share Option Scheme Updated on 14 January 2013 & Adopted on 18 July 2013

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SCHEME RULES  

Contents

1.     Definitions

2.     Grant of Options

3.     Limits on Number of Shares under Option

4.     Alteration of Share Capital

5.     Amendments

6.     Administration

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SCHEME RULES  

Definitions

In these Rules the following words and expressions shall, unless the context otherwise requires, have the meanings set opposite them:-

“Auditors”

the auditors of the Company from time to time (acting as experts and not arbitrators);

“Board”

the board of directors of the Company (or a duly constituted committee thereof) from time to time;

“Company”

▇▇▇▇▇▇▇▇.▇▇▇ Limited registered in the Isle of Man with number 000657V;

“Eligible Employee”

a director or employee of the Company or its Subsidiaries whose committed time amounts to:

(a)     at least 25 hours a week; or

(b)     if less, 75% of his Working Time;

“Option”

an option to acquire Shares granted pursuant to the Rules;

“Option Agreement”

the agreement documenting an Option in substantially the form set out in the attached Schedule which is entered into by an Eligible Employee;

“Option Exercise Price”

the price of a Share as determined by the Company on or before the signing of an Option Agreement and as specified in the Option Agreement;

“Optionholder”

an individual to whom an Option has been granted or, if that individual has died, his personal representatives;

“Rules”

these rules as altered or varied from time to time;

“Schedule”

the schedule to this agreement;

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SCHEME RULES  

“Scheme”

the share option scheme constituted and governed by these Rules;

“Share”

an ordinary share of no par value in the capital of the Company;

“Subsidiary”

a subsidiary of the Company;

“Working Time”

means time spent on remunerative work as an employee or self-employed person.

In these Rules unless the context otherwise requires:-

words denoting the singular shall include the plural and vice versa;

words denoting the masculine gender shall include the feminine gender; and

any reference to any enactment shall be construed as a reference to that enactment as from time to time amended, extended or re-enacted.

Grant of Options

The Company may grant Options from time to time to Eligible Employees selected by the Board.

The Board shall procure that the Company enters into an Option Agreement with each Eligible Employee selected pursuant to Rule 2.1.

Each Option Agreement shall constitute an Option to acquire Shares granted by the Company in favour of the Eligible Employee. Accordingly, each Option Agreement shall, inter alia:

state the date on which the Option is granted;

be signed on behalf of the Company and by the Eligible Employee;

specify the maximum number of Shares that can be acquired on exercise of the Option, as determined by the Board;

specify the Option Exercise Price; and

contain the terms and conditions upon which the Option is granted, as determined by the Board.

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SCHEME RULES  

Limits on Number of Shares under Option

The board may from time to time specify the maximum number of Shares in respect of which Options may be granted.

Alteration of Share Capital

The provisions of clause 7 of the Option Agreement shall apply in respect of certain alterations to the share capital of the Company.

The Company shall promptly give notice to the Optionholders of any adjustment made pursuant to an Option Agreement.

Amendments

The Board may from time to time alter or add to all or any of the Rules and the form of Option Agreement in such manner and to such extent as the Board shall think fit, provided that no alteration or addition to any individual Option Agreement shall be made without the written agreement of the Optionholder.

Administration

The Scheme shall be administered by the Board whose decision on all disputes and matters concerning the interpretation of the Rules shall be final.

The cost of establishing and operating the Scheme shall be borne by the Company and its Subsidiaries in such proportions as the Board shall determine.

Any notice or other communication under or in connection with the Scheme may be given to or by the Company either personally or by post and if to the Company

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then addressed to the secretary; items sent by post shall be pre-paid and shall be deemed to have been received 48 hours after posting.

The Company shall at all times either procure that sufficient Shares are available for transfer to satisfy all such Options or keep available sufficient authorised and unissued Shares to satisfy all Options which have neither lapsed nor been fully exercised.

The Scheme, the Rules and all other documents relating to the Scheme shall be governed by and construed in accordance with Isle of Man law.

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SCHEME RULES  

▇▇▇▇▇▇▇▇.▇▇▇ LIMITED a company registered in the Isle of Man 00657V whose registered office is situated at ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇ ▇▇▇ (“the Company”);

[EMPLOYEE NAME], of [EMPLOYEE ADDRES] (“the Optionholder”)

Interpretation

In this Agreement definitions in the Rules shall apply, and in addition the following words and expressions shall, unless the context otherwise requires, bear the following meanings:

“Companies Act 2006”

means the Companies Act 2006 that applies in England and Wales.

“Connected Person”

has the meaning given to a person being “connected” with a director of a company by section 252 of the Companies Act 2006;

“Control”

means the power of a person to secure:

(a) by means of the holding of shares or the possession of voting power in or in relation the relevant body corporate; or

(b) by virtue of any powers conferred by the articles of association of the Company or other document regulating to that or any other body corporate,

that the affairs of the body corporate are conducted in accordance with the wishes of that person;

“Date of Grant”

means [ENTER DATE OR the date of this Agreement];

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“Former Employer”

means the entity with which the Optionholder has, at the relevant time, had a contract of employment or contract for provision of services.

“Group”

means the Company and any company which is a Subsidiary;

“Model Code”

the model code set out in the Listing Rules issued by the Financial Services Authority acting as the United Kingdom Listing Authority (or any successor body carrying out the same functions), as it is in force at the relevant time:

“Option”

means the option granted pursuant to Clause 2 of this Agreement;

“Option Exercise Price”

means [£0.323] per Option Share;

“Option Gain”

means a gain realised upon the exercise, assignment or release of an Option;

“Optionholder’s Employer”

means the person who is at any time the employer of an Optionholder;

“Option Shares”

means [ENTER NUMBER OF SHARES] Shares over which the Option subsists;

“Option Tax Liability”

means any liability of the Optionholder’s Employer to account to a tax authority in any relevant jurisdiction for any amount of tax in connection with the Option;

“Rules”

The Rules of the ▇▇▇▇▇▇▇▇.▇▇▇ Limited Share Option Scheme.

“Share”

an ordinary share of no par value in the Company;

“Vested”

shall mean the Optionholder becomes beneficially entitled to the Options granted.

A reference to a statutory provision is a reference to it as it is in force for the time being taking into account any amendment, extension or re-enactment.

Grant of Option

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The Board hereby grants the right to the Optionholder with effect from the Date of Grant an Option to acquire the Option Shares at the Option Exercise Price in accordance with the provisions of this Option Agreement.

The Company hereby confirms that the Option is granted for commercial reasons and is not part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax.

Option

The Option is capable of being exercised in whole or in part.

The Optionholder may exercise the Option at any time but only (save as mentioned below) in respect of Option Shares which shall have Vested by giving notice in writing to the Company indicating the wish to exercise the Option and specifying the number of Option Shares to be acquired. Save as mentioned below, an Option shall cease to Vest on the date that an Optionholder dies or otherwise ceases to be employed by the Group.

It shall be a condition of the exercise of any Option that the Company has received payment of the whole amount of the aggregate Option Price payable in respect of the number of Option Shares then to be acquired;

Upon receipt of the notice referred to in Clause 3.2 of this Agreement together with payment of the aggregate Option Exercise Price and compliance with Clause 15, the Company shall become bound to issue or to transfer the Option Shares to the Optionholder or to his personal representatives as the case may be.

The Company shall procure that sufficient Shares are available, for issue or transfer, to satisfy the exercise to the fullest extent possible the obligations of the Company in respect of the Option until it is exercised or lapses.

The Option Shares shall be issued to or transferred to the Optionholder or his personal representatives as the case may be in accordance with, and subject to the provisions of, the Articles of Association of the Company from time to time.

The Company shall pay or procure that the stamp duty payable on any transfers of Option Shares are met by the Company.

All Shares issued or transferred pursuant to the exercise of the Option shall rank equally in all respects with the Shares for the time being in issue and shall be transferred with all accrued rights to dividend or other distribution and free of all liens and encumbrances save as regards any rights attaching to such Shares by reference to a record date prior to the date of issue or transfer.

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The Option may not be exercised when the exercise is prohibited by, or would be a breach of, any law or regulation with the force of law or any of the following which then apply:-

the Model Code; or

the AIM rules; or

any other rule, code or set of guidelines (such as a personal dealing code adopted by the Company) with a similar purpose and effect to any part of the Model Code.

Rights Not Assignable

The Optionholder may not assign, transfer, charge, part with or deal with all or any rights and/or obligations under this Agreement or purport to do any of the same, and if the Optionholder shall purport to do any of the same this Agreement shall lapse and be of no further force or effect.

The Option shall not be capable of assignment or transfer and shall not be capable of being made the subject of any charge or security in any way, and any purported transfer, assignment or charge shall result in the Option lapsing immediately.

Lapse of Option

The Option shall lapse and cease to be exercisable immediately on the earliest to occur of:-

the day immediately preceding the tenth anniversary of the Date of ▇▇▇▇▇;

Subject to clauses 5.3 and 6, 30 days from the date the Optionholder gives or receives notice of termination of the Optionholder’s employment with any member of the Group; or, if earlier, the day the Optionholder ceases to hold employment within the Group for any reason;

the date the Optionholder is adjudged bankrupt;

the date provided for in clauses 4, 6, 8, 11, 12, 13 or 14.

For the purposes of clause 5.1 the Optionholder shall not be treated as having ceased to hold employment within the Group:-

unless and until he or she no longer holds an office or employment with any member of the Group;

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by reason of pregnancy or confinement except where the Optionholder does not exercise her right to return to work in accordance with applicable employment legislation.

The Board may in its absolute discretion resolve at any time prior to or within 30 days of the Optionholder ceasing to hold employment within the Group that the Optionholder (and his personal representatives) may exercise the Option or part thereof whether or not Vested notwithstanding such cessation for such period not exceeding 10 years from the Date of Grant as the Company may specify.

Death of Optionholder

If the Optionholder dies in service this Option may be exercised by his or her personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised and shall cease to be exercisable and lapse at the end of that period.

If the Optionholder dies after having ceased to hold employment within the Group but before the Option has lapsed, this Option may be exercised by his personal representatives within the period of one year beginning with the date of death in respect of the Option Shares which shall have Vested prior to the date of death and remain unexercised. After the one year period has ended the Option shall lapse.

Variation of Share Capital

In the event of any issue of ordinary shares in the capital of the Company by way of capitalisation of profits or reserves or rights issue, or by way of any consolidation or sub division or reduction then the number of Option Exercise Shares remaining outstanding under the Option and/or the Option Price in respect thereof may be adjusted by the Board in such manner and with effect from such date as the Board may determine to be appropriate provided always that no such adjustment shall take effect until the Auditors have issued a certificate confirming the adjustment to be fair and reasonable in their opinion.

Company Reorganisation

The provisions of Clause 8.2 shall have effect, and the provisions of Clauses 10, 11, 12 and 13 shall not apply, if the Board shall so resolve when there is a company reorganisation as defined by Schedule 3, Part 1 and the Optionholder is invited to release his rights under this Option in consideration of the grant to him of rights (“the New Option”) which are equivalent to but relates to shares in the acquiring company. Such release of an Option and grant of a New Option must take place within the time limits set out in Schedule 3 Part 2.

If the Optionholder does not agree to release his rights under this Option in consideration of the grant to him of such a New Option then this Option shall lapse

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and cease to be exercisable at the end of the period within which the Optionholder could have accepted such invitation.

Exercise in Connection with a Change in Control of the Company

The Board, in its discretion, may determine that any event which would trigger the exercise of the Option (and then the lapse of the Option) under Clause 10.1 shall not do so if the Offeror is any person who holds an interest in 20% or more of the issued share capital of the Company at the date of this Agreement. This Clause 9.1 shall not apply to the exercise of an option triggered under Clause 13.

Unless Clause 9.1 applies, all outstanding unvested Options shall be deemed to have Vested on any event described in Clause 10.1.

Exercise on a Change of Control

If any person (Offeror):

makes an offer to acquire the whole of the issued share capital of the Company (on its own account or acting together with others); or

makes an offer to acquire all issued Shares and as a result may obtain Control of the Company (on its own account or acting together with others); or

negotiates a share sale and purchase agreement with shareholders of the Company under which the Offeror will obtain Control of the Company (on its own account or acting together with others; or

is expected by the Board to obtain Control of the Company (on its own account or acting together with others) as a result of the court sanctioning a compromise or arrangement under section 899 of the Companies Act 2006,

If the Option is capable of exercise during a period of at least ten working days as a result of a Board notification under Clause 10.1, the Optionholder may subsequently be unable to exercise the Option after the Offeror obtains Control of the Company (see Clause 11.1, Clause 12.1 and Clause 13.1).

A notice to exercise the Option given by the Optionholder during an exercise period specified under Clause 10.1 will:

be treated as withdrawn and never made if and when the Board concludes that the Offeror will not obtain Control of the Company; and

take effect only when the Board concludes that the Offeror will obtain Control of the Company (but before the change of Control takes place).

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The Option will not Lapse at the end of any exercise period specified under Clause 10.1.

Exercise following a sale and purchase of the Company’s share capital

If any person obtains Control of the Company (on its own account or acting together with others) as a result of an event within Clause 10.1.1, Clause 10.1.2 or Clause 10.1.3, the Option may be exercised within four weeks after the first day on which that person has Control of the Company and any condition of a relevant offer has been satisfied, unless:

an exercise period was specified under Clause 10.1 (in respect of the relevant event) and lasted at least ten working days, starting with the day on which the Optionholder received notice of the exercise period (but in these circumstances the Board may specify that the Option may still be exercised in the four-week period after the change of Control); or

the change of Control occurs as part of any corporate reconstruction or reorganisation:

under which the ultimate beneficial ownership of the businesses of the Company and its subsidiaries will remain the same; and

that includes an offer to the Optionholder of a replacement share option, or other compensation for the loss of the opportunity to exercise the Option, that the Board reasonably considers to be fair and appropriate (whether or not the offer is accepted by the Optionholder); or

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 11.1.

The Option will Lapse at the end of the four-week exercise period specified in Clause 11.1 (even if the Option could not be exercised in that period as a result of Clause 11.1.1 or Clause 11.1.2), unless the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1.

Exercise following a scheme of arrangement

If any person obtains Control of the Company (on its own account or acting together with others) as a result of an event within Clause 10.1.4, the Option may be

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an exercise period was specified under Clause 10.1 (in respect of the relevant event) that lasted at least ten working days, starting with the day on which the Optionholder received notice of the exercise period (but in these circumstances the Board may specify that the Option may still be exercised in the four-week period after the change of Control); or

the relevant compromise or arrangement provides for the replacement of the Option with an equivalent share option, or for the Optionholder to receive other fair and reasonable compensation for the loss of the opportunity to exercise the Option; or

the Board determines that the exercise (and Lapse) of the Option should not be triggered under Clause 12.1

The Option will Lapse at the end of the four-week exercise period specified in Clause 12.1 (even if the Option could not be exercised in that period as a result of Clause 12.1.1), unless the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1.

Exercise on a minority squeeze-out

If any person gives a valid notice to acquire Shares under sections 979 to 982 (takeover offers: right of offeror to buy out minority shareholders) of the Companies Act 2006, the Option may be exercised, whether Vested or not, during the period of four weeks after the day on which that notice is given, unless:

a right to exercise the Option arose under Clause 11.1 (or would have done so, but for Clause 11.1.1 or Clause 11.1.2) as a result of the offer that gave rise to the notice to acquire Shares; or

the Board determines that the exercise (and Lapse) of the Option should not be triggered under this Clause 13.1.

If the Option becomes capable of exercise under Clause 13.1, it will Lapse at the end of the four-week exercise period specified in that Clause unless:

the person who has obtained Control of the Company is another company, in which case the Option will Lapse instead at the end of the latest day on which the Option may be released and replaced in the manner referred to in Clause 8.1; or

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there was no exercise period because of Clause 13.1.1 or a Board determination under Clause 13.1.2).

Winding Up and Statutory Reconstruction

If the shareholders of the Company receive notice of a resolution for the Company’s voluntary winding up:

the Board shall notify the Optionholder of the resolution as soon as it can reasonably do so; and

the Option, whether Vested or not, may be exercised at any time before that resolution is passed, rejected or withdrawn.

The Option will Lapse when the winding up of the Company commences.

Subject to clause 8 if the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a plan for the reconstruction of the Company or its amalgamation pursuant to Sections 895 to 918 of the Companies Act 2006 the Optionholder shall be entitled to exercise his Option during the period of 6 months commencing on the date on which the court sanctions the compromise or arrangement.

Option Tax Liability

The Optionholder shall indemnify the Company and the Optionholder’s Employer (or Former Employer) against any liability of any such person to account for any Option Tax Liability in respect of the grant or exercise of an Option.

If in any relevant jurisdiction any Option Tax Liability arises on the grant, exercise of, or acquisition of shares in pursuance of, an Option then unless either:

within the period of 30 days beginning with the date on which the Option is granted or exercised, the Company or the Optionholder’s Employer is able to withhold the amount of such liability from payment of the Optionholder’s remuneration;

the Optionholder has indicated (in such manner as the Company may specify) that he will make a payment to the Company of an amount equal to the Option Tax Liability and the Optionholder does, within 14 days of being notified by the Company of the amount of the Option Tax Liability, make such payment to the Company; or

the Optionholder has authorised the Company (in such manner as the Company may specify) to the extent necessary to reimburse the Company or the Optionholder’s Employer, to sell as agent for the Optionholder (at the best price which can reasonably be expected to be obtained at the time of sale) a

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sufficient number of the shares acquired in pursuance of such Option, and to procure payment to the Company or the Optionholder’s Employer out of the net proceeds of sale of such shares (after deduction of all fees, commissions and expenses incurred in relation to such sale) of monies sufficient to satisfy the indemnity mentioned in Clause 15.1 above.

The Company shall, to the extent necessary to reimburse the Company or the Optionholder’s employer, have the right to sell as agent for the Optionholder (at the best price which can reasonably expect to be obtained at the time of sale) a sufficient number of the shares then acquired in pursuance of such Option, and to procure payment to the Company or the Optionholder’s Employer, out of the net proceeds of sale of such shares ( after deduction of all fees, commissions and expenses incurred in relation to such sale) of moneys sufficient to satisfy the indemnity mentioned in Clause 15.1 above.

Employment Issues

The Optionholder has no rights to compensation or damages on account or any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

termination of office or employment with; or

notice to terminate office or employment given by or to,

The Optionholder has no rights to compensation or damages from the Company or the Optionholder’s Employer on account of any loss in respect of the Option where such loss arises (or is claimed to arise), in whole or in part, from:

any company ceasing to be a subsidiary of the Company; or

the transfer of any business from the Company or any subsidiary of the Company to any person.

The rights and obligations of the Optionholder as an employee or director of the Company or any subsidiary of the Company shall not be affected by the grant, holding or exercise of the Option.

The value of the Option or any benefit realised from it shall not be pensionable.

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The Optionholder has no right to receive any further options over Shares (or any other shares) from the Company or the Optionholder’s Employer.

Restrictions on Shares

Notices

Counterparts

Law and Jurisdiction

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The Shares are subject to restrictions on transfer. These restrictions are set out in the Company’s Articles of Association a copy of which is attached.

The Optionholder for himself and his personal representatives undertakes with the Company that if on the date that he (or they) becomes a member of the Company pursuant to the exercise of the Option he has ceased to be an employee of any member of the Group then he shall service a transfer notice pursuant to the Articles of Association. In the event that the Optionholder (or the personal representatives of the Optionholder) shall fail to do so within 14 days of a written request of the Company then a Director of the Company is authorised as attorney for the Optionholder (or personal representative) to issue a transfer notice and deal with all other provisions in relation to any transfer thereunder. This power of attorney is entered into to secure the obligations of the Optionholder (and the Optionholder’s personal representatives) under this Agreement and is irrevocable.

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Definition of Company Reorganisation

Where a company (“the Acquiring Company”):

obtains control the Company:

as a result of making a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that, if it is met, the person making the offer will have Control of the Company, or

as a result of making a general offer to acquire all the shares in the Company which are of the same class as the Option Shares; or

obtains control of the Company as a result of a court sanctioned scheme of arrangement; or

becomes bound or entitled under:

sections 979 to 982 of the England and Wales Companies Act 2006 to acquire shares of the same class as the Option Shares; or

obtains all the shares of the Company as a result of an exchange of shares.

Period within which replacement option must be granted

If the company reorganisation falls within paragraph 1.1 of Part 1 of this Schedule 3, the required period is the period of 6 months after the date on which:

the person making the offer has obtained control of the Company, and

any condition subject to which the offer is made is met.

If the Company reorganisation falls within paragraph 1.1.2 or 1.1.4 of Part 1 of this Schedule 3, the required period is the period of 6 months after the date on which the Acquiring Company obtains control of the Company.

If the Company reorganisation falls within paragraph 1.1.3 of Part 1 of this Schedule 3, the required period is the period during which the Acquiring Company remains bound or entitled as mentioned in that provision.

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Signed as a Deed by

▇▇▇▇▇▇▇▇.▇▇▇ Limited acting by:

a Director thereof in-

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the presence of:

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in the presence of:-

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