You are being granted share options in Infoquest. Technically, an option is the right (but not the obligation) to acquire a specific number of non-voting common shares at a fixed exercise price, on terms set out in your Agreement and the Plan.

In Infoquest's case, the exercise price is set at a nominal level, close to 0, a symbolic per-share amount specified in your Agreement. This is a deliberate design choice. It means the "buying" part of the option is essentially symbolic: you are not being asked to put up real money in exchange for shares.

Practically, what you hold is the right to participate in the economic value of a specific number of Infoquest shares at the moment of a liquidity event (a Corporate Transaction, the establishment of the Holding Company, or a Liquidity Window or Buyback the Company elects to run).

In Infoquest's case, less than you might expect.

Technically, options are a future right, and shares are present ownership. Before a liquidity event, an option-holder doesn't have shareholder voting rights and isn't entitled to dividends. But because Infoquest's Equity shares don't carry voting rights or dividend rights anyway (see Section 6), and because the exercise price is nominal, the practical economic difference is minimal.

At a liquidity event, the Company can settle your vested options directly in cash, paying you the Fair Value of the underlying shares minus the nominal exercise cost, without you needing to exercise them, hold shares in the interim, or put up your own money. The cash outcome you receive is essentially the same as if you had already been a shareholder at the moment of the transaction.

The mechanism is options; the economic substance is share-equivalent value delivered at the moment of exit.

In a traditional option plan, the exercise price is set at the share's market value at grant. The option only becomes valuable if the share price appreciates above that level, and your gain is the appreciation, not the full share value.

Infoquest's options are designed differently. Because the exercise price is set at a nominal level, the full Fair Value of the underlying shares (minus a symbolic exercise cost) is what flows to you at a liquidity event. This is materially more generous than a traditional option plan, and closer in economic substance to a deferred share grant. The legal characterization of "options" is preserved for tax and administrative reasons, but the economics are share-like.

Three practical consequences flow from this:

You do not need to put up your own cash to exercise. Because the Company can cash-settle vested options at a liquidity event, you do not need to fund an exercise out of pocket.

You do not need to hold illiquid private shares. In a traditional plan, employees often exercise during the private-company phase and then hold shares for years before any liquidity. Infoquest's design avoids this entirely, you can wait until the cash arrives.

In many jurisdictions, you do not pay tax until you receive cash. Because exercise is not required before the liquidity event, the taxable event in most jurisdictions is deferred to the moment of cash settlement, when you have the cash to pay the tax. (See Section 8 for the tax details.)

All grant decisions are made by the Remuneration Committee, which is composed of the Founding Shareholders (referenced as the Founders in the Option documents). The Remuneration Committee determines the eligible participants, the number of shares under each option, the exercise price, the vesting schedule, and any conditions attached to the grant.

The Equity Plan is discretionary. Career equity is reserved for team members at the Associate Manager level (L3) or above who have been with Infoquest for at least two years. Strategic, performance, and retention grants may also be made outside this framework, at the discretion of the Remuneration Committee. Receiving an option grant does not entitle you to future grants. The Remuneration Committee sets the eligibility criteria and has the right to amend at its sole discretion, provided that rights that have accrued are respected. Eligibility extends to employees, consultants, advisors, and service providers, at the discretion of the Remuneration Committee.

The current Equity Plan pool is 10% of Infoquest's fully-diluted share capital. This is the maximum that may be allocated to all participants combined under the present pool, across all grants, current and future.

The pool may be expanded over time. As Infoquest grows and the existing 10% is allocated, the Remuneration Committee may decide to increase the pool. Whether a future expansion dilutes existing grants depends on how it is structured: in some cases an expansion is funded in a non-dilutive way (for example, alongside a new capital raise), and in others it may proportionally dilute all shareholders, including option-holders.

Any change to the pool size will be communicated to participants in advance of any new grants being issued under the expanded pool. What does "fully-diluted" mean?

Fully-diluted" means counting every share in the company, plus every share that could exist if all outstanding options, warrants, and other convertible securities were converted today.

Your fully-diluted ownership percentage is your share (or option) count divided by this larger total. It's the most honest measure of your stake because it includes everyone with a current or future claim on the company. Not just the shares that happen to be issued today.

Quick example: if Infoquest has 1,000,000 shares issued today, and the equity pool reserves another 110,000 shares for option grants, then the fully-diluted count is 1,110,000. If you hold options on 5,000 shares, your fully-diluted ownership is 5,000 ÷ 1,110,000 ≈ 0.45%.

The exercise price is set out in your Share Option Agreement. It is determined by the Remuneration Committee at the time of grant and is set at a symbolic value.

For internal visibility purposes (the platform), Infoquest estimates the value of the company using a revenue-multiplier approach applied to forecasted revenue for the current financial year, this multiplier is shown transparently on the platform. This is a working estimate, not a binding valuation. For any actual transaction, exercise of options, a Liquidity Window, or a Corporate Transaction, the formal valuation will be determined by an independent expert selected by the Board of Directors in good faith, in accordance with the Equity Plan's definition of "Fair Value." For formal valuations, the independent expert's determination is binding on all participants.

Yes. Infoquest is committed to disclosing to each participant their fully-diluted ownership percentage and a high-level summary of the valuation methodology (currently the revenue-multiplier approach). This information is visible in your private platform dashboard at all times.

Generally, no. Your exercise price is fixed at the time of grant and stays the same regardless of how the company's value changes. The only situations where the exercise price may be adjusted are (a) a stock split, dividend in shares, or similar corporate action that affects all share counts proportionally, or (b) certain events in connection with a Corporate Transaction, as governed by the Plan.

The standard vesting schedule is four years with a one-year cliff, structured as follows: 25% of your options vest on the first anniversary of your Vesting Commencement Date, then a further 25% vest on each of the second, third, and fourth anniversaries. Nothing vests before the first anniversary, that is what the cliff means.

Your Vesting Commencement Date is the date from which your four-year vesting period is measured. It is specified in your Share Option Agreement. For career grants tied to the promotion cycle, the Vesting Commencement Date is the promotion effective date (February 1, June 1, or October 1). For initial grants made at the rollout of the Equity Plan, the Vesting Commencement Date is set out in your individual Agreement and may be back-dated to reflect prior commitments.

Yes, the Remuneration Committee has the discretion to accelerate vesting at any time, including in connection with a Corporate Transaction. This is a one-way street, the Committee can speed up your vesting, but they cannot slow it down or claw back already-vested options without your consent.

If your leave of absence is approved by the Company in writing, vesting continues to accrue throughout the leave. If you are absent without approval, or if you exceed the timelines specified in the approval, the Remuneration Committee may suspend vesting for the duration of the absence. Time on hold does not count toward your vesting schedule. If you do not return at the end of an approved leave, the Company may treat your engagement as having ended on the date the leave was due to conclude.

For career and incentive grants, the Remuneration Committee has discretion to accelerate partially or not at all; if partial acceleration is granted, vesting rounds up to the next scheduled milestone.

Non-voting common shares. They are subject to the following important restrictions: (i) no voting rights at shareholder meetings on any matter, (ii) no entitlement to dividends, whether declared or paid, unless the Board of Directors expressly determines otherwise, and (iii) restrictions on transfer as set out in the Plan and the Articles. Their economic value is realized at a Corporate Transaction or other liquidity event.

This is a deliberate design choice. The Equity Plan exists to align team members with the long-term economic outcome of Infoquest, the value created at a sale, listing, or other liquidity event, without complicating the company's day-to-day governance with hundreds of small shareholdings each carrying voting rights. Instead, Infoquest can use short- and medium-term incentives, such as monthly and quarterly cash bonuses. It is the standard structure for employee equity at private companies of our size and stage.

No. Options cannot be sold, pledged, assigned, or transferred by you. Any attempt to do so will cause the option to lapse immediately. The same applies to making the option subject to any charge or security.

Sales of shares are heavily restricted. Without the prior approval of the Remuneration Committee, you cannot transfer, sell, pledge, or otherwise transfer your shares to a third party. Two exceptions: drag-along rights (where major shareholders force a sale that includes your shares) and tag-along rights (where you are entitled to participate in a sale by other shareholders). These are governed by the Articles and any Shareholders' Agreement.

In limited circumstances, yes. If you cease to be an "Eligible Participant" under the Plan, for example, if your role or engagement type changes such that you no longer meet the eligibility criteria, the Company has the right (but not the obligation) to repurchase your vested Granted Shares at Fair Value. This is called the Repurchase Right.

The Repurchase Right is distinct from the Compulsory Sale that applies on termination (covered in Section 5). The Repurchase Right can be exercised while you are still engaged with Infoquest, if your eligibility condition lapses. If the Company invokes it, you receive Fair Value for the affected shares, determined by the Plan's valuation process.

Even after your options have vested, you cannot exercise them immediately. They become exercisable only when one of two things happens: (a) Infoquest's Holding Company is established, or (b) a Corporate Transaction occurs (a sale, merger, consolidation, or admission to a recognized stock exchange). Until then, your vested options remain vested but not yet exercisable.

Yes. The Plan requires the Board to give option-holders at least 5 business days' written notice before a Corporate Transaction is consummated. The notice will set out the key terms of the transaction, what will happen to your vested and unvested options, and any action you may need to take (or that the Company will take on your behalf).

In practice, we will communicate as early as is practicable given the confidentiality constraints of any transaction. The 5-business-day window is the legal minimum, not the target. During the notice period, your vested options become exercisable, and you should consider any tax or personal-circumstance issues that apply to your jurisdiction before the transaction closes.

Exercising an option is the formal step of using your option to actually buy the underlying shares. To do this, you serve a notice of exercise on the Company specifying how many shares you are exercising and how you will pay the exercise price. You then pay the exercise price (and any required tax withholding) and the Company issues the shares to you. After exercise, you become a registered shareholder.

Because your exercise price is nominal and close to zero, paying it in cash or deduction from next pay is straightforward and the most common method. If Infoquest becomes publicly traded, a cashless exercise through a broker is also possible.

Yes, and in practice, this is often the most efficient outcome for everyone, particularly at a Corporate Transaction.

The Plan gives the Company the option (not the obligation) to settle vested options in cash rather than going through a full exercise-then-sell process. If the Company elects cash settlement, the payment equals the Option Gain, the Fair Value of the underlying shares minus the exercise price you would otherwise have paid, less any required tax withholding.

Because Infoquest's exercise price is nominal, the cash payment is approximately equal to the full Fair Value of the underlying shares. The practical effect is that you receive cash equivalent to what you would have received as a shareholder at the moment of the transaction.

Three things this means in practice:

You do not need to fund an exercise out of pocket.

You do not need to hold private company shares during the transaction process.

There is no operational gap between holding options and having cash in your account.

If the Company elects cash settlement, your option rights are fully discharged once the payment is made.

Even after you become a shareholder, your ability to sell is restricted. There are three primary paths to liquidity:

Corporate Transaction, when Infoquest is sold, merges, or lists publicly. This is the most common path.

Liquidity Window . the Company may, at its sole discretion, establish periodic liquidity windows during which participants may sell vested shares to the Company, existing shareholders, or approved third parties. Liquidity windows are not guaranteed.

Buyback Program, the Company may, at its sole discretion, offer to repurchase vested shares at Fair Value during structured buyback periods.

We cannot promise you that Infoquest will be sold, listed, or otherwise reach a liquidity event. Whilst we hope we one day do, this is merely a hope; many good companies never reach such a position. If and when a Corporate Transaction does occur, we are committed to honoring every grant made under this Plan, to the fullest extent the transaction permits. The specific treatment, whether your options are continued, assumed, substituted, cash-settled, or cancelled with payment, will be determined in accordance with the Plan and the applicable transaction terms. The underlying commitment to honor our promises is firm.

Your unvested options lapse on your last day of employment or engagement, unless the Remuneration Committee determines otherwise. They are not paid out, transferred, or held, they simply cease to exist.

Your unexercised vested options remain alive for 12 months after your departure. Within that window, you can send us a written notice confirming your intent to exercise when a trigger event occurs (a Corporate Transaction or the establishment of the Holding Company). If you send that notice, your vested options remain in force indefinitely, surviving until the next liquidity event arrives, however long that takes. If you don't send notice within 12 months, your vested options expire at the end of that window.

If your employment or engagement is terminated for Cause, all of your options, both vested and unvested, terminate immediately and lapse. Combined with the Compulsory Sale provisions for any shares you have already exercised (see "Can the company buy back my shares after I leave?"), a for-Cause termination is the single most consequential outcome under the Plan. We want you to understand exactly what it is, and what it isn't. What Cause is not. Cause is not poor performance. Cause is not disagreement with management. Cause is not a redundancy or a reorganization. Cause is not a relationship that has run its course. None of these triggers forfeiture under the Plan, they are ordinary employment situations and your options are treated under the standard leaver provisions in those cases.

The full Cause definition is in Clause 2 of the Plan. Read it carefully and if you ever find yourself in a situation where Cause might be in play, seek independent legal advice early, given whats at stake.

The Plan is built on a long-term trust relationship between the Company and participants. Equity is granted on the understanding that participants act in good faith, observe their core obligations, and don't materially harm the company or the program itself. The for-Cause provision exists to protect the program from genuine abuse, not to give the Company a discretionary tool to withhold vesting where a working relationship has simply broken down.

Our intent is clear: Cause will not be invoked lightly. It is reserved for situations involving genuine misconduct: material breach of duty, dishonesty, theft, fraud, gross misconduct, breach of confidentiality, intentional breach of applicable laws (including local labor laws), or actions with a materially detrimental effect on the company's reputation or business. The Plan's definition is intentionally broad to cover the range of situations that could realistically arise, but the bar for invoking it is high, and we treat it that way. Will I have the opportunity to respond before a Cause determination is made?

The Plan itself does not prescribe a specific procedure, but our standing approach is straightforward: in any situation where Cause might be invoked, we expect to raise the underlying concerns with you directly, give you a fair opportunity to respond, and consider what you have to say before making a final determination. This is how the Remuneration Committee intends to operate, and it reflects the seriousness of the consequences involved.

If you are ever facing this situation, you can request to be heard, and we expect to honor that request.

If you die while holding vested options, those options may be exercised within 12 months of the date of death by your executors, administrators, or any beneficiary who has acquired them by inheritance or beneficiary designation. The exercisability conditions in the Plan still apply, the options must be in a state where they can be exercised.

Yes. For 12 months following the termination of your employment or engagement, the Company has the right (but not the obligation) to repurchase any shares you acquired through the Equity Plan. The price is the higher of cost (the exercise price you paid) and Fair Value at the time of acquisition, except in cases of dismissal for Cause, where the price is the lower of cost and Fair Value. Because the exercise price is nominal, the 'lower of cost' for Cause-leavers effectively results in a near-zero repurchase price, making for-Cause termination a particularly consequential outcome.

This is a sensitive topic and one of the most consequential provisions in the Plan. If you ever find yourself in this position, read this carefully and seek independent legal advice in your jurisdiction before taking any action. What the Plan says. Your vested options can be forfeited if you bring a legal challenge to your dismissal and either (a) you bring the claim in a jurisdiction other than where the Company is incorporated, or (b) you do not prevail on the primary merits of your claim, as determined by a final, non-appealable decision. The provision is designed to create a strong commercial incentive to resolve disputes consensually rather than through prolonged external proceedings. The internal route first. If you have concerns about a termination decision, we strongly encourage you to raise them with us directly before initiating any external process. Most situations can be addressed internally, and raising an internal grievance does not trigger any Plan forfeiture provision. The forfeiture provision is concerned with formal legal proceedings that challenge the dismissal itself, not with internal conversations, mediation, or attempts to resolve a disagreement directly with the Company.

Yes, in specific circumstances. If, after your departure, you materially breach confidentiality obligations, restrictive covenants, intellectual property obligations, or other duties owed to Infoquest, the Remuneration Committee may retroactively treat your departure as Cause. If this happens, your options, including any you had retained as a good leaver, terminate immediately and lapse.

The Holding Company is a parent or holding entity that may, at some point, sit above Infoquest's operating entities. Its incorporation is part of our broader corporate structure. The exact timing has not yet been determined.

The right timing depends on factors that aren't fully within our control, such as the company's growth trajectory, the interests of our shareholders, the operational and tax context, and any external capital or transactional considerations. Incorporating a Holding Company prematurely carries real cost, administrative burden, and tax implications, and incorporating it on a forced timeline rarely produces the right outcome.

Our intention to take this step is genuine, and it is in your interest as much as ours. The Holding Company is one of the two trigger events that make your vested options exercisable, so we have no incentive to delay it artificially. What we will not do is commit to a date we cannot honestly forecast, only to revise it later. When the right moment arrives, we will move and communicate the timeline to participants. Until then, your rights are preserved regardless: see "What if the Holding Company never happens?" later in this section, which explains how the other trigger event protects you either way.

Two reasons. First, your vested options become exercisable when the Holding Company is established (or earlier, if a Corporate Transaction, such as a sale, occurs). Second, the Equity Plan and your individual Share Option Agreement will be transferred from Infoquest to the Holding Company, with the Holding Company taking on all of Infoquest's rights and obligations under the Plan.

No. The transfer happens automatically by operation of the Plan and your Agreement, on receipt of a written notice from Infoquest. Your terms are preserved, the same number of options, the same exercise price, the same vesting schedule. You may be asked to execute administrative documents to give effect to the transfer, but no new commercial terms are negotiated.

No. The economic value of your options is tied to Infoquest's enterprise value, not to the timing of any internal restructuring. The Holding Company structure is an administrative step when it happens does not affect what you have been granted, when it vests, how much you recieve, or what it is ultimately worth. What if HoldCo never happens?

Exercise will still become available if a Corporate Transaction occurs; the two trigger events operate independently of each other. So even if the Holding Company structure is never put in place, a sale, merger, or public listing of Infoquest still opens the exercise window and entitles you to participate in the transaction proceeds.

If neither a Holding Company is established nor a Corporate Transaction ever occurs, your vested options remain alive (and can be preserved indefinitely after your departure with a written notice, as described in Section 5), but they will not become exercisable until one of the two trigger events arrives. They do not lapse simply because the Holding Company has not been established.

The two-trigger structure is designed so that you are protected whichever path the company takes. Both trigger events are outside your control, and we cannot promise either will occur on any timeline.

It depends on your jurisdiction of residence. In some countries, the grant of an option is not a taxable event; in others, it may be. The Equity Plan and Share Option Agreement do not provide tax advice, and the Company does not undertake to design the Plan in a manner that minimizes any participant's tax exposure. You should consult a personal tax advisor.

Again, this depends on your jurisdiction. In some countries, vesting itself is a taxable event; in others, tax is only triggered at exercise or sale. Please obtain personal tax advice.

In most jurisdictions, exercise is a taxable event, with tax payable on the difference between the Fair Value of the shares at exercise and the exercise price you paid (the "option spread"). Infoquest may be required to withhold tax at exercise; if so, you must make arrangements satisfactory to the Company to cover the withholding.

In many jurisdictions, yes, and this is one of the practical advantages of Infoquest's design.

In a traditional option plan, employees often face a "dry tax" problem: a tax bill triggered by exercise (because the spread between exercise price and Fair Value is treated as taxable income), but no cash from a sale yet to pay it. Some employees in traditional plans have ended up owing tax on shares they could not sell.

Infoquest's design largely avoids this. Because the Company can cash-settle vested options directly at a liquidity event, you do not need to exercise during the private-company phase. In most jurisdictions, the taxable event is therefore deferred to the moment of cash settlement, when you actually have the cash to pay the tax.

Caveats: this is not guaranteed in every jurisdiction. Some countries tax options at grant, others at vesting, others based on other triggers. Local rules may also differ for employees, consultants, advisors, and directors. Get personal tax advice for your specific jurisdiction before assuming the deferred-tax treatment applies, but in many cases, holding options (rather than exercising early) defers tax to the moment cash arrives.

Sale of shares typically triggers a separate tax event in most jurisdictions, often classified as a capital gain. The treatment varies significantly. Get personal tax advice before any sale.

You are. You agree, in the Share Option Agreement, to indemnify and keep indemnified Infoquest and any affiliate against any tax liability arising in connection with your options. The Company will not absorb your personal tax exposure.

The Equity Tracker is a private dashboard hosted at esop.iqnetwork.co. Each grantee receives a personal access token. When you log in, you see only your own information: your grant details, vesting progress in real time, fully-diluted ownership percentage, an estimate of your stake's current value (based on the revenue-multiplier methodology), and an exit-scenario model showing potential value at different revenue and multiple outcomes.

No. The platform is a visibility tool built by Infoquest, for Infoquest team members to make the equity picture legible to everyone. The legally binding documents are the Equity Plan and your individual Share Option Agreement. Where the platform and the legal documents differ, the legal documents prevail.

No. The platform uses encrypted per-person vaults your access token decrypts only your own data. Other team members cannot see your grant, your ownership, or your estimated value. The founders, in their administrative capacity as the Remuneration Committee, have access to the full dataset.

The platform uses a revenue-multiplier methodology applied to forecasted revenue for the current financial year. The multiple is set by the Remuneration Committee and reflects industry benchmarks for our sector and stage. This is an estimate for visibility purposes the actual valuation at any transaction will be determined formally as Fair Value under the Plan.

Vesting progress updates continuously. Revenue figures, valuation estimates, and any new grants are refreshed at minimum on a quarterly basis, and more frequently when material company events warrant it.

Contact Compliance on the Compliance Hub with the specifics. The platform is a visibility tool; your signed Share Option Agreement is the binding source of truth. We will reconcile and correct any discrepancies promptly.

Confidentiality is about preventing unhelpful comparisons within the team and not about isolating you from the people who help you make personal decisions. You may share the details of your grant with:

Your immediate family: spouse, partner, parents, or others with whom you naturally share major personal-financial decisions, who you expect to be bound by their personal confidentiality.

Your professional advisors: legal, tax, financial, and other advisors who are bound by their own professional confidentiality obligations.

Anyone the Company expressly authorizes: in specific circumstances where disclosure is required or appropriate (for example, for regulatory filings or transactional due diligence).

The confidentiality expectation applies to disclosure to colleagues, peers, recruiters, third parties, and others who are not bound by confidentiality. The line we're drawing is between people who need this information to help you (fine) and people with whom comparison or casual disclosure damages the program (not fine).

Comparing grants does not yield useful conclusions and actively damages the trust this Plan depends on. If something about your own grant feels wrong, raise it with us directly. That conversation we want to have. Comparing inside channels is not the conversation that helps.

Grants reflect a mix of role, level, performance (qualitative and quantitative), tenure, time of joining, prior commitments, and the discretion of the Remuneration Committee. Direct comparison is rarely useful because the variables are not the same across participants. If you have questions about your own grant, ask us directly. We will not discuss other participants' grants with you, and we expect the same discretion from you.

The Equity Plan and your Share Option Agreement are governed by English law. Disputes are resolved by arbitration under the Dubai International Arbitration Centre (DIAC) Rules, with a single arbitrator, seated in Dubai, in English.

Yes, the Board of Directors can amend, suspend, or terminate the Equity Plan or any unvested options at any time. However, the Board cannot amend any of your vested options or terms in a way that materially prejudices you, without your prior written consent. The terms protected are: vesting schedule, number of shares, exercise price, conditions for exercisability, the definition of Cause, and any forfeiture provisions. The Company will give at least 15 business days' written notice of any amendment that affects participants, except in the context of a Corporate Transaction, where shorter notice may be necessary.

When you exercise your options, the Share Option Agreement requires you to also execute a Power of Attorney (Appendix 1 to the Exercise Notice) appointing the Company as your attorney for limited, specific purposes primarily to give effect to share transfers required under the Plan, the Articles, or any Shareholders' Agreement, especially in the context of a Corporate Transaction. This is a standard mechanism that ensures the company can complete sale formalities efficiently when an exit occurs. The Power of Attorney is irrevocable but lapses automatically following a Corporate Transaction.

Yes. You will receive your individual Share Option Agreement at the time of grant. The full Equity Plan is available on request at any time, please contact compliance via the email: [email protected]

We ask that you sign and return the Agreement within 30 days of receiving it. This gives you time to read the documents, optionally consult independent legal or tax advice, and ask any clarifying questions before committing. If you need additional time for advice, please let us know we will accommodate where reasonable.

Direct questions about your individual grant should go to Omar or Mahmoud. Questions about the Plan's legal mechanics or compliance should go to the compliance team. The platform itself includes a feedback channel for technical issues. We are committed to answering questions clearly and transparently there are no stupid questions when it comes to your equity.