1.1. Purpose of Plan. This Token Option Plan (hereinafter referred to as the “Plan”) has been developed and adopted by EARNPARK PLATFORM LLP, a limited liability partnership duly incorporated and validly existing under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number OC442773, formed on 22 June 2022, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (the “Company”), This Token Option Plan is intended to encourage ownership of Tokens by certain Company’ members, to provide additional incentive for such members to remain in the service for Company, and to promote the growth and success of the Company.

2.1. Administration. The Plan shall be administered by the Company’s Designated Officers (hereinafter referred to as the “Designated Officers”). Subject to the provisions of the Plan, Designated Officers are authorized to take the following actions, in their sole and absolute discretion, in addition to each other action that the Designated Officers are expressly authorized to take pursuant to the Plan.

2.2. Absolute Discretion. All questions of interpretation and application of the Plan or any Option Agreement or pertaining to any Option granted hereunder shall be subject to the determination by Designated Officers acting with sole and absolute discretion.

2.3. No Liability for Good Faith Determinations. No Designated Officers shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Option, and Designated Officers shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including attorneys’ fees, and the costs of settling any suit if such settlement is approved by independent legal counsel selected by the Company), and amounts paid in satisfaction of a judgment (except a judgment based on a finding of bad faith) arising therefrom to the full extent permitted by law and under any liability or similar insurance coverage that may from time to time be in effect. This right to indemnification shall be in addition to, and not a limitation on, any other indemnification rights Designated Officers may have.

3.1. Participants. An Option may be granted pursuant to the Plan only to a Person who is an Eligible Individual at the Date of Grant of such Option.

3.2. Factors in Determination. In making any determination as to whether a Person is an Eligible Individual, as to whether an Eligible Individual will be granted an Option, and as to the number of Tokens to be covered by such Option, Designated Officers shall take into account the scope of service of such Person and other factors as the Designated Officers shall deem relevant in connection with accomplishing the purposes of the Plan. The Designated Officers shall not be precluded from approving the grant of an Option to any Eligible Individual solely because such Person may previously have been granted an Option under the Plan.

3.3. Those persons who are citizens or residents of the following territories: Afghanistan, The Bahamas, Barbados, Botswana, Cambodia, Canada, Crimea, Ghana, Iraq, Iran, Jamaica, Myanmar/Burma, Nicaragua, North Korea, Pakistan, Syria, Trinidad and Tobago, Uganda, Vanuatu, Yemen, Zimbabwe, United Kingdom, United States, are considered to be non-eligible participants and may not be a party to the token option plan.

4.1. Tokens. At no time shall the number of Tokens subject to outstanding Options be greater than the Issuable Number. The Company shall cause the Issuable Number of Tokens to be reserved for issuance or delivery under the Plan at all times the Plan is in effect.

4.2. Expiration or Cancellation of Options. Tendered Tokens. Should any Option expire or be cancelled without being fully exercised, the number of Tokens with respect to which such Option shall not have been exercised prior to its expiration or cancellation will again be available for the granting of Options pursuant to the provisions hereof.

4.3. Description of Tokens. The Tokens to be delivered under the Plan shall be made available from (a) authorized but unissued Tokens, (b) Tokens held in the treasury of the Company, or (c) previously issued Tokens reacquired by the Company, including Tokens purchased on the open market, as Designated Officers may, in each situation, determine from time to time in its sole and absolute discretion.

5.1. Decision of Designated Officers. From time to time the Designated Officers shall, in their sole and absolute discretion but subject to all of the provisions of the Plan, determine which Eligible Individuals will be granted Options, the number of Tokens subject to Options, and the terms and conditions of the Options, including whether the Options will be Incentive Token Options or Non-Incentive Token Options. The terms and conditions of an Option need not be the same for any other Option.

5.2. Acceptance of Grant. Each Eligible Individual granted an Option pursuant to Section 5.1 shall have an opportunity to accept or reject the grant of the Option. Execution and delivery of an Option Agreement relating to an Option shall qualify as such written acceptance. Each Eligible Individual who indicates a desire to accept the grant of the Option offered to him or her must enter into an Option Agreement pursuant to Section 6.1 hereof as a condition to such acceptance.

6.1. Option Agreement. Each Option granted under the Plan shall be evidenced by the acceptance of this offer, setting forth the terms and conditions of the Option, consistent with the provisions of the Plan and White Paper.

6.2. Vesting. If the relevant Option Agreement does not specify a Vesting Schedule but has a term scheduled in White Paper, such term shall apply as the Vesting Schedule.

6.3. Exercise of Options Generally. An Option may be exercised only by written notice of exercise delivered to the Company during the term of the Option, which notice shall (a) state the number of Tokens with respect to which the Option is being exercised, (b) be signed by the Participant (or, if the Participant is dead or Disabled, by the Person, if any, authorized to exercise the Option pursuant to the Plan and, if signed by a Person other than the Participant, be accompanied by or contain satisfactory evidence of such Person’s right to exercise the Option), (c) be accompanied by payment of the appropriate exercise price and by payment in full of all the applicable taxes required to be withheld with respect to such exercise, (d) include or be accompanied by other information, instruments, agreements, and documents required to satisfy any other condition to exercise specified in the Plan or the Option Agreement. Unless otherwise consented to by the Designated Officers, an Option shall not be deemed exercised until the requirements of this Section are completely fulfilled.

6.4. Non-transferability of Options. No Option shall be transferable by a Participant other than by will or the laws of descent and distribution. Following any such transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer.

6.5. No Rights as Shareholder. The holder of an Option, or the Tokens issued upon exercise of the Option, shall not have any of the rights of a shareholder or debt holder, or any category of creditor of, the Company.

7.1. Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the United Kingdom without regard to conflicts of laws thereof.

7.2. Expenses. Any expenses of administering the Plan shall be covered by the Company.

7.3. Notice. All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by courier service, e-mail or mailed, certified with first class postage prepaid to the address specified by the person who is to receive the same in the relevant Option Agreement.

This Token Option Agreement (this “Option Agreement”) is made and entered into by and between EARNPARK PLATFORM LLP, a limited liability partnership duly incorporated and validly existing under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number OC442773, formed on 22 June 2022, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (hereinafter referred to as the “Company”), and [·] (the “Participant”), as of the effective date of this Option Agreement (the “Date of Grant”), pursuant to the EarnPark Platform Token Option Plan (as the same may have been or hereafter be amended from time to time, the “Plan”). Terms used herein with their initial letters capitalized that are defined in the Plan shall have the meaning given them in the Plan unless otherwise defined herein or the context hereof otherwise requires.

A. The Company has adopted the Plan to strengthen the ability of the Company to encourage ownership of the Company by certain members of the Company and its Subsidiaries, to provide additional incentive for them to remain in the service of the Company and its Subsidiaries, and to promote the growth and success of the Company and its Subsidiaries.

B. The Designated Officers that administer the Plan believe that the granting of the Token option herein described to Participant is consistent with the stated purposes for which the Plan was adopted.

NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the Company and Participant agree as follows:

1. Plan Controls. The terms of this Option Agreement are governed by the terms of the Plan. Participant hereby acknowledges receipt of a copy of the Plan, as amended through the date hereof. The Company hereby agrees to furnish to Participant a copy of the Plan, as amended through the date of request therefor, without charge, on request to the Company at the address to which notices are to be sent to the Company. In the case of any inconsistency between the terms of this Option Agreement and the terms of the Plan, the terms of the Plan shall govern.

2. Grant of Option. The Company hereby grants to Participant the right and option (the “Option”) to purchase PARK Tokens (the Optioned Tokens) on the terms and conditions herein set forth.

3. Exercise Price. The price at which Participant shall be entitled to purchase the Optioned Tokens shall be the dollar amount per token.

4. Option Period. The Option hereby granted shall be and remain in force and effect during the “Option Period.” The Option Period begins on the Date of Grant and terminates on the date that is twenty four (24) months after the Date of Grant.

5. Vesting Schedule. The Option may be exercised, in whole or in part, from and after the following dates and prior to the Expiration Date. Except only as specifically provided elsewhere herein or in the Plan, this Option shall be exercisable with respect to cumulative quantities according to White Paper of the Token subject thereto on the corresponding day of each of the succeeding 24 months thereafter.

6. Non-transferability of Options. Transfers of the Option are restricted as set forth in the Plan except to the extent, if any, transfers are expressly permitted by Designated Officers. The Participant agrees to comply with such restrictions.

7. Non-transferability of, and Right to Acquire, Tokens. The Participant agrees to comply with the Token Transfer/Repurchase Provisions (if and as modified).

8. Information Confidential. As partial consideration for the granting of the Option, the Participant agrees with the Company to keep confidential all information and knowledge that the Participant has relating to the manner and amount of the Participant’s participation in the Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to the Participant’s spouse, the Participant’s tax and financial advisors, or financial institutions to the extent that such information is necessary to secure a loan.

9. Administration. This Option Agreement is subject to the terms and conditions of the Plan. The Plan will be administered by the Designated Officers in accordance with its terms. The Designated Officers has sole and absolute discretion with respect to all matters reserved to it by the Plan and decisions of the Designated Officers with respect to the Plan and to this Option Agreement shall be final and binding upon Participant and the Company. In the event of any conflict between the terms and conditions of this Option Agreement and the Plan, the provisions of the Plan shall control.

10. Notice. All notices, requests, demands, and other communications hereunder shall be in writing and shall be personally delivered, delivered by courier service, e-mail or mailed, certified with first class postage prepaid to the address specified by the person who is to receive the same or sent by e-mail.

Each such notice, request, demand, or other communication hereunder shall be deemed to have been given (whether actually received or not) on the date of actual delivery thereof, if personally delivered or delivered by e-mail, or on the third day following the date of mailing, if mailed in accordance with this Paragraph, or on the day specified for delivery to the courier service (if such day is one on which the courier service will give normal assurances that such specified delivery will be made). Any notice, request, demand, or other communication given otherwise than in accordance with this Paragraph shall be deemed to have been given on the date actually received. Either party to this Option Agreement may change its address for purposes of this Paragraph by giving written notice of such change to the other party in the manner herein above provided. Any person entitled to any notice, request, demand, or other communication hereunder may waive the notice, request, demand, or other communication. Until changed in accordance herewith, the Company and Participant specify their respective addresses as those set forth below their signatures at the end of this Option Agreement.

11. Paragraph Headings. The Paragraph headings contained in this Option Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Option Agreement.

12. Attorney’s Fees. If any action is brought to enforce or interpret the terms of this Option Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

13. Counterparts. This Option Agreement may be executed in any number of counterparts and shall be effective when each party hereto has executed at least one counterpart, with the same effect as if all signing parties had signed the same document. All counterparts will be construed together and evidence only one agreement, which, notwithstanding the actual date of execution of any counterpart, shall be deemed to be dated the day and year first written above. In making proof of this Option Agreement, it shall not be necessary to account for a counterpart executed by any party other than the party against whom enforcement is sought or to account for more than one counterpart executed by the party against whom enforcement is sought.