{"url_path":"/sec/rct/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","accession_number":"0001493152-26-023944","cik":"0002027360","ticker":"RCT","issuer_name":"RedCloud Holdings plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","primary_entity_key":"0002027360","primary_entity_name":"RedCloud Holdings plc"},"word_count":9753,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table provides information about our directors and our senior management. Our senior management consists of our chief executive\nofficer and those current executive officers who have responsibility for a major segment of our business (“Senior Management”).\n\n \n\nJustin\nFloyd\n \n60\n \nChief\nExecutive Officer and Director\n\nRaju\nDatla\n \n51\n \nChief\nFinancial Officer\n\nSoumaya\nHamzaoui\n \n41\n \nChief\nProduct and Commercial Officer and Director\n\nHans\nRudolf Kunz\n \n71\n \nChairperson\nof the Board of Directors\n\nDr.\nNikolaus Senn\n \n66\n \nDirector\n\nDavid\nChung-Hua Bolocan\n \n61\n \nDirector\n\nPrem\nParameswaran\n \n57\n \nDirector\n\nDr.\nMustafa Ergen\n \n48\n \nDirector\n\n** **\n\n41\n\n \n\n** **\n\n**Executive\nOfficers**\n\n* *\n\n*Justin\nFloyd,*Chief Executive Officer and Director\n\n \n\nMr.\nFloyd serves as the Chief Executive Officer and a director of the Company, positions he has held since our inception. A co-founder of\nthe Company, Mr. Floyd brings decades of experience in founding and investing in pioneering technology companies and the global supply\nchain. In addition to his service with the Company, since September 2023, Mr. Floyd has served as a non-executive chairman of the board\nof Ocpus, a France-based social selling platform specifically designed for direct sales companies. Mr. Floyd was also appointed to the\nboard of the AI Trust Foundation, a non-profit organization based in Washington, D.C., in June 2024. Prior to this, from January 2013\nto July 2017, he co-founded CMR Surgical, a platform for surgical robots, where he helped create the original design of the business.\nMr. Floyd also co-founded and ran Vecta, a cloud intelligence company that primarily operated in the United Kingdom, the Middle East,\nand EMEA until it was acquired by Kerridge Commercial Systems, and he co-founded CCL Group, one of the first transatlantic fintech companies,\nwhich saw immense successes in trading volumes under his guidance. We believe that Mr. Floyd is qualified to serve as our Chief Executive\nOfficer and a director because of his extensive knowledge of our Company, as well as his retail, intelligence software, and business-to-business\ncommerce expertise.\n\n* *\n\n*Raju\nDatla*, Chief Financial Officer\n\n \n\nMr.\nDatla serves as our Chief Financial Officer. Mr. Datla has more than twenty years of experience in corporate finance, capital markets\nand strategic transactions within the technology and infrastructure sectors. Prior to becoming Chief Financial Officer, Mr. Datla served\nas our Chief Strategy Officer from October 2025 to March 2026. Prior to joining the Company, Mr. Datla held senior finance and strategy\nroles at several technology and digital infrastructure companies between December 2012 and July 2025, where his responsibilities included\nfinancial planning, capital markets activities, corporate development and investor relations. From July 2007 to June 2012, Mr. Datla\nserved as Vice President in the Technology, Media and Telecommunications investment banking group at Deutsche Bank, where he advised\ncorporate clients on mergers and acquisitions, equity and debt financings and other strategic transactions. Mr. Datla received a Master\nof Business Administration from Columbia Business School, a Master of Science in Computer Information Systems from St. Mary’s University,\nand a Bachelor of Engineering in Electronics and Communication Engineering from Bangalore University.\n\n* *\n\n*Soumaya\nHamzaoui*, Chief Product and Commercial Officer and Director\n\n \n\nMs.\nHamzaoui, a co-founder of the Company, currently serves as our Chief Product and Commercial Officer, and has been a director of the Company\nsince inception. From January 2021 to August 2025, Ms. Hamzaoui served as our Chief Operating Officer, and from February 2014 to December\n2020, she served as our Chief Product Officer. Prior to her time with the Company, Ms. Hamzaoui was a Senior Project Manager at Altran\n(now Capgemini), a French multinational information technology services and consulting company, from June 2008 through October 2012.\nMs. Hamzaoui’s dynamic work portfolio also includes working on the development of Orange Money, a mobile money service, in Africa\nand supporting industries such as banking, transport and telecommunication in their transformation advance toward new technologies. Ms.\nHamzaoui received an engineer’s degree in business engineering from Télécom SudParis, and she holds a master’s\ndegree in electrical and electronics engineering from the Abou Bekr Belkaid University in Algeria. We believe Ms. Hamzaoui is qualified\nto serve as a director because of her extensive experience in software and telecommunication, as well as her expertise in product management\nin financial services.\n\n** **\n\n**Non-Executive\nDirectors**\n\n* *\n\n*Hans\nRudolf Kunz*, Chairperson of the Board\n\n \n\nMr.\nKunz, a co-founder of the Company, has served as the Chairperson of the Board since inception. Prior to joining the Company, he spent\nover twenty-two years at Bear Stearns & Co. Inc., and Bear Stearns International; the international arm of Bear Stearns, a global\ninvestment bank and securities trading firm that was one of the largest in the United States. While there, Mr. Kunz served as a Senior\nManaging Director at Bear Stearns & Co. Inc., New York, and a director of and member of the Executive Committee at Bear Stearns International\nLimited, London. In addition to being a member of various boards of Bear Stearns, Mr. Kunz’ direct responsibilities included co-heading\nthe international equities department and running the European branches (banks and financial companies) of Bear Stearns International\nLimited. In addition to sitting on our Board, Mr. Kunz has been a member of the board of directors of Manorbois SA Casablanca, a Moroccan\ncompany that specializes in the import and distribution of sawing wood and panel, and insulation materials, since October 2017. Prior\nto this, he was the chairman and director of Advantis Insurance Consulting AG, Zurich, a provider of insurance, pension, and financial\nadvice, including risk management, consulting, and insurance brokerages. Mr. Kunz has held Series 3, 7, 8, 15, and 21 certifications\nfrom the SEC and certifications 1, 3, 8, 10, 11, 21, 26, 27, and 30 from the FSA, and holds a banking degree from the Business School\nof Basel (KV) in Basel, Switzerland. We believe that Mr. Kunz is qualified to serve as a director because of his global knowledge and\nexperience in finance, investment, and our Company.\n\n* *\n\n42\n\n \n\n* *\n\n*Dr.\nNikolaus Senn*, Director\n\n \n\nDr.\nSenn has been a member of the Board since inception. He brings over thirty years of experience in investment banking and asset management\nto the Company. From 2003 to 2011, Dr. Senn was a partner at NewSmith Capital LLP, an independent investment management and advisory\npartnership, and he was portfolio manager and Chief Executive Officer of the Credit Fund at NewSmith Asset Management LLP. Dr. Senn was\nalso previously Managing Director and responsible for large trading operations in derivatives, fixed income, credit and currency markets\nat UBS London, Dresdner Kleinwort Benson and WestLB AG. He started his career in fixed income derivatives trading at UBS Zurich. Dr.\nSenn has been the Chief Executive Officer and chairman of the board of Heimberg Hotel A.G., a hotel in Switzerland, and Heimberg Immosen\nA.G, a Swiss business engaged in the acquisition, holding, management, and sale of real estate. since 2013. In this role, he runs an\nalpine resort hotel as well as a real estate company. Dr. Senn has also been the president of a golf club in Switzerland named Golfclub\nLenzerheide, since 2015. Dr. Senn holds a Master’s Degree in Law from Zurich University and a Ph.D. in banking law from Fribourg\nUniversity. We believe that Dr. Senn is qualified to serve as a director because of his extensive knowledge and experience in asset management\nand finance.\n\n* *\n\n*David\nChung-Hua Bolocan*, Director\n\n \n\nDavid\nChung-Hua Bolocan has been a member of the Board since March 2025. From 1994 to 2000, he served as Senior Engagement Manager in Mitchell\nMadison Group, a consulting company. From 2001 to 2006, he served as Executive Vice President - Head of Corporate Initiatives Group and\nCMO of specialized lending in Bank of America’s card division. From 2006 to 2018, he served as senior executive and Head of Consumer\nand Wealth deposits at Truist, and Head of Retail Banking Services at Verisk Analytics. From August 2018 to June 2021, he served as Business\nLine CEO for Retail Bank Deposits and Payments Business in BBVA Compass (now part of PNC). From June 2021 to March 2022, he served as\nhead of deposit and payments for LendingClub, a fintech company. Since June 2022, he has served as a Senior Director at Western Alliance\nBank. Mr. Bolocan also served as an independent director for Cellular Biomedicine Group, Inc., a Nasdaq listed company, from 2012 to\n2016, and UTime Limited, a Nasdaq listed company, from April 2019 to May 2023. Mr. Bolocan received an M.S./M.B.A. from the MIT Sloan\nSchool of Management and a B.A. from Harvard University in Computer Science and Economics. We believe Mr. Bolocan is qualified to serve\nas a director because of his extensive experience as a director of companies listed on Nasdaq.\n\n* *\n\n*Prem\nParameswaran*, Director\n\n \n\nPrem\nParameswaran has been a member of the Board since March 2025. Mr. Parameswaran serves as Managing Director at Stone Point Capital. Mr.\nParameswaran previously served as Triller Group Inc.’s (“Triller”) President and Chief Financial Officer since February\n2023 and previously served as Triller’s President of Corporate Finance and Investor Relations from May 2022 to February 2023. Mr.\nParameswaran has been in Media, Entertainment & Technology finance for over 30 years as both an investment banker as well as President\nand Chief Financial Officer of Eros International Plc. Prior to joining Triller, Mr. Parameswaran served as Group Chief Financial Officer\nand President of North America of Eros International Plc from June 2015 to May 2022. Before joining Eros International, Mr. Parameswaran\nserved as Global Head of Media & Telecommunications Investment Banking at Jefferies LLC from October 2012 to May 2015. Prior to that,\nMr. Parameswaran was a Managing Director, Americas Head for the Global Telecommunications and Media Group in the Investment Banking Division\nat Deutsche Bank from June 2003 to October 2012 and had prior roles at Goldman Sachs and Salomon Brothers. Mr. Parameswaran was nominated\nin 2019 and subsequently sworn into a United States President’s Presidential Advisory Commission for Asian Americans and Pacific\nIslanders, where he was the only Indian American appointed to the committee. Mr. Parameswaran received a B.A. from Columbia University\nand an M.B.A. from Columbia Business School. We believe Mr. Parameswaran is qualified to serve as a director because of his extensive\nexperience working with startup companies in the technology sector.\n\n* *\n\n*Dr.\nMustafa Ergen*, Director\n\n \n\nDr.\nMustafa Ergen has been a member of the Board since April 2026. Dr. Ergen brings a combination of deep technical expertise and commercial\nexecution across Silicon Valley, Europe and emerging markets. He has been a Professor at Istanbul Technical University since 2017 and\nfounder and chairman of Ambeent Inc since 2016. Dr. Ergen also is a co-founder of multiple AI and deep-tech ventures, including Furna\nQuantum since 2023, and Nest-ion since 2019, and is an innovator in 5G and next-generation network architectures. Dr. Ergen previously\nserved as Chief Innovation Officer at Sabanci University from 2022 to 2023, and has held senior advisory roles, including as Chief Technology\nAdvisor to Türk Telekom Group. He began his career in advanced network research at The University of California, Berkeley. He is\nrecognized among the world’s top 2% of scientists by Stanford University. Dr. Ergen received a B.S. in Electrical and Electronics\nEngineering from Orta Doğu Technical University, a M.S. in Electrical Engineering, M.A. in International and Area Studies and\nPhD in Electrical Engineering and Computer Science from the University of California, Berkeley. We believe Dr. Mustafa Ergen is quailed\nto serve as a director because of his deep roots in Türkiye’s technology ecosystem, combined with his global experience in\nbuilding and scaling advanced infrastructure, strongly positions him to support the Company’s regional execution and broader international\ngrowth strategy.\n\n** **\n\n43\n\n \n\n** **\n\n**B.\nCompensation**\n\n** **\n\n**Compensation\nof Executive Officers and Directors**\n\n \n\nThe\naggregate compensation, including share-based compensation, paid by the Company to our executive officers for the year ended December\n31, 2025 was approximately $1,160,594. We did not pay any compensation to members of our Board for board services. These aggregate amounts\ninclude compensation paid, bonuses paid for the year, amounts received under the incentive plans described below under “Equity\nIncentive Plans,” contributions to pensions and other retirement benefits.\n\n \n\nAs\nof December 31, 2025, options to purchase 1,487,625 ordinary shares granted to our executive officers and directors were outstanding\nunder our Equity Incentive Plans at a weighted average exercise price of £0.27 per share. Each option will expire ten years from\nthe date of the grant thereof.\n\n \n\nWe\npaid each of our non-executive directors an annual retainer of $55,000, with an additional annual payment for service on board committees\nas follows: $10,000 for each member of the Audit Committee ($20,000 for the Chairperson of the Audit Committee), $7,500 for each member\nof the Compensation Committee ($15,000 for the Chairperson of the Compensation Committee) and $5,000 for each member of the Nominating\nand Corporate Governance Committee ($10,000 for the Chairperson of the Nominating and Corporate Governance Committee). The Chairperson\nof the Board will be paid an additional annual retainer of $75,000.\n\n** **\n\n**Employment\nand Service Agreements and Non-Executive Director Offer Letters**\n\n \n\nWe\nentered into the following employment and service agreements with certain of our named executive officers and enter into offer letters\nwith our non-executive directors. The material terms of each of those arrangements are summarized below. The summaries are not complete\ndescription of all provisions of the arrangements and are qualified in their entirety by reference to the written arrangements, each\nfiled as an exhibit to the registration statement.\n\n \n\n*Employment\nAgreement with Justin Floyd*\n\n \n\nThe\nCompany entered into an executive employment agreement with Justin Floyd (the “Floyd Agreement”), pursuant to which Mr. Floyd\nwill serve as the Company’s Chief Executive Officer, reporting to the Company’s Board. The Floyd Agreement will remain in\neffect indefinitely until terminated by either party. The Floyd Agreement provides for (A) a $500,000 annual base salary paid in accordance\nwith our normal payroll practices and which may be increased in the discretion of our Board, but not reduced, (B) a relocation payment\nof $200,000, (C) a target annual bonus equal to 100% of base salary, with the actual amount of such bonus determined in the discretion\nof our Board, based on the achievement of individual and/or company performance goals determined by our Board or a subcommittee thereof\nand payable on the date annual bonuses are paid to our other senior executives, but in no event later than March 31st of the\ncalendar year following the calendar year in which such bonus was earned, (D) a target annual equity compensation award equal to at least\n$4,000,000, each of which will be subject to a four-year vesting period and such other terms and conditions as determined by our Board\nor a subcommittee thereof, and (F) eligibility to participate in customary health, welfare, and fringe benefit plans we provide to our\nemployees, but if we don’t offer customary health, welfare, and fringe benefit plans in New York, NY, the Company will reimburse\nMr. Floyd (and Mr. Floyd’s spouse and/or eligible dependents) full monthly cost of market-standard health and welfare benefits.\n\n \n\nThe\nFloyd Agreement also provides that in connection with the Company’s IPO, the Company will recommend to the Board that it make a\none-time equity grant to Mr. Floyd with a value of $3,000,000, and which will be subject to a four-year vesting period, with such other\nterms and conditions of the grant set forth in a separate grant agreement between the Company and Mr. Floyd. As of the date of this report,\nthis equity grant has not been approved by the Board or granted.\n\n \n\nThe\nFloyd Agreement includes certain restrictive covenants, which include non-solicitation and non-competition covenants during the term\nof the Floyd Agreement and for the 12 months following.\n\n \n\nThe\nforegoing description of the Floyd Agreement is not complete and is qualified in its entirety by reference to the full text of the Floyd\nAgreement, which is filed as exhibit 10.1 to the IPO registration statement.\n\n* *\n\n*Employment\nAgreement with Soumaya Hamzaoui*\n\n \n\nThe\nCompany entered into an executive employment agreement with Soumaya Hamzaoui (the “Hamzaoui Agreement”), pursuant to which\nMs. Hamzaoui will serve as the Company’s Chief Operating Officer, reporting to the Company’s Board. The Hamzaoui Agreement\nremains in effect indefinitely until terminated by either party. The Hamzaoui Agreement provides for (A) a £370,500 annual base\nsalary paid in accordance with our normal payroll practices and which may be increased in the discretion of our Board, but not reduced,\n(B) a relocation payment of £50,000, (C) a target annual bonus equal to 90% of base salary, with the actual amount of such bonus\ndetermined in the discretion of our Board, based on the achievement of the individual and/or Company performance goals determined by\nour Board or a subcommittee thereof and payable on the date annual bonuses are paid to our other senior executives, but in no event later\nthan March 31st of the calendar year following the calendar year in which such bonus was earned, (D) a target annual equity\ncompensation award equal to at least $2,500,000, each of which will be subject to a four-year vesting period and such other terms and\nconditions as determined by our Board or a subcommittee thereof, and (F) eligibility to participate in customary health, welfare, and\nfringe benefit plans we provide to our employees.\n\n \n\n44\n\n \n\n \n\nThe\nHamzaoui Agreement also provides that in connection with our IPO, the Company will recommend to the Board that it make a one-time equity\ngrant to Ms. Hamzaoui with a value of $7,000,000, and which will be subject to a four-year vesting period, with such other terms and\nconditions of the grant set forth in a separate grant agreement between the Company and Ms. Hamzaoui. As of the date of this annual report,\nthis equity grant has not been approved by the Board or granted.\n\n \n\nThe\nforegoing description of the Hamzaoui Agreement is not complete and is qualified in its entirety by reference to the full text of the\nHamzaoui Agreement, which is filed hereto.\n\n* *\n\n*Non-Executive\nDirector Offer Letters*\n\n \n\nHans\nRudolf Kunz, Nikolaus Beat Senn, David Chung-Hua Bolocan, Prem Parameswaran and Dr. Mustafa Ergen are Non-Executive Directors (each,\nan “NED”, collectively, the “NEDs”) of the Company. The NEDs entered into offer letters that are based on UK\nappointments, with appropriate modification to include the relevant SEC and Nasdaq reporting provisions and any particular SEC/Nasdaq\nrules that apply. Each NED has been appointed for an initial 12-month period, and the appointment may for reasons other than cause (with\nexamples for cause being set out in the agreement) be terminated on either party serving the other with one month’s written notice.\nThe appointment letters detail the specific and detailed duties, time commitments and compensation for their services. The offer letters\nalso include appropriate protections for the Company in relation to confidential information and outside interests.\n\n \n\n**Equity\nIncentive Plans**\n\n \n\n**RTL\nEnterprise Management Incentive Plan and RTL Share Option Plan for Contractors (the “Option Plans***”)*\n\n \n\nWe\nhave currently established the RTL Enterprise Management\nIncentive Plan (the “EMI Plan”) and the RTL Share Option Plan for Contractors (the “Contractor Plan”, together\nthe “Option Plans”). The Contractor Plan takes the same form as the EMI Plan, save for certain changes which are required\nfor non-employee option grants and are specified in the rules of the Contractor Plan. The terms set out below apply to both the EMI Plan\nand the Contractor Plan unless otherwise specified.\n\n \n\nPursuant\nto the Option Plans, we have issued options to certain individuals both in the United Kingdom and overseas (the “Option Holders”)\nover ordinary shares in RedCloud Technologies Limited, and we intend to grant further options to\nsuch individuals prior to completion of the Formation Transaction (the “RTL Options”). These upcoming intended option\ngrants shall be issued under slightly amended forms of the Option Plans.\n\n \n\n*Eligibility\nand Types of Awards*\n\n \n\nUnder\nthe EMI Plan, UK tax-favored Enterprise Management Incentive (“EMI”) options can be granted to eligible employees. An eligible\nemployee is an employee of a group company who satisfies the EMI working time requirement (meaning that they work for the relevant group\ncompany on average for at least 25 hours per week, or, if less, 75% of their working time). Under the EMI Plan non-tax favored options\ncan also be granted to such eligible employees.\n\n \n\nUnder\nthe Contractor Plan, non-tax favored options can be granted to contractors. A contractor is defined as an individual who provides services\npersonally to any group company as a consultant or contractor or otherwise. It includes individuals who provide services to a group company\nindirectly through a third-party employer/employer of record.\n\n \n\n*EMI\nlimits*\n\n \n\nThere\nis a legislative limit on the total unrestricted market value of outstanding EMI options which can be held by any one Option Holder (together\nwith some other tax-favoured options in the United Kingdom). This limit is £250,000.\n\n \n\nThere\nis a similar legislative limit on the total unrestricted market value of EMI options which can be outstanding in RedCloud Technologies\nLimited at any given time. This limit is £3,000,000.\n\n \n\n45\n\n \n\n* *\n\n*Non-Transferability\nof Awards*\n\n \n\nOptions\ngranted under the Option Plans are not transferrable other than to the personal representatives of the Option Holder on the death of\nthe Option Holder (and will lapse immediately if the Option Holder otherwise attempts such a prohibited transfer).\n\n \n\n*Exercise\nEvents*\n\n \n\nUnder\nthe Option Plans, an option can be exercised (i) at any time after a listing/IPO, (ii) for a period of 30 days following a change in\ncontrol, (iii) following notice from the Board that a change of control or asset sale is likely to occur, or that RedCloud Technologies\nLimited proposes to pass a resolution for voluntary winding up, but such exercise shall only take effect immediately prior to and conditional\nupon the relevant event occurring, (iv) during the period commencing immediately following the sanctioning of a compromise or arrangement\nby the UK court between RedCloud Technologies Limited and its members under Part 26 of the Companies Act and ending on the date it becomes\neffective, (v) for a period of 30 days following the sale of substantially all the business or assets of the RedCloud Group, or (vi)\non the day immediately prior to the tenth anniversary of the date of grant of the option. The exercisability is also subject to the leaver\nprovisions. The Board has the discretion to extend the aforementioned exercise periods in (ii) to (v).\n\n \n\nThe\nBoard also has the discretion to permit exercise on any other event that it considers to have the character of an exit event.\n\n \n\nFor\nthe new option grants, these options will also be exercisable on a secondary sale to the extent that the third-party purchaser is willing\nto buy the shares acquired on exercise.\n\n \n\n*Reorganization*\n\n \n\nIn\nthe event of a reorganization which meets specified criteria, the Option Holder may be offered a new option in exchange for their existing\noption. If such an offer is made, the option may not be exercisable by virtue of any of the exercise events set out above and the existing\noption shall lapse at the end of the period during which the new option is offered, unless RedCloud Technologies Limited gives notice\nto the Option Holder that their option may be so exercised.\n\n \n\n*Leavers*\n\n \n\nUnder\nthe EMI Plan, a Good Leaver is defined as an Option Holder who ceases to be an employee of a group company by reason of (i) injury, (ii)\ndisability, (iii) redundancy (within the meaning of the Employment Rights Act 1996), (iv) retirement on reaching the age at which the\nemployee is bound to retire in accordance with the contract of employment, or (v) because the employee’s employing company or business\nis transferred out of the RedCloud Group, or (vi) for any other reason determined by the Board in its absolute discretion.\n\n \n\nUnder\nthe Contractor Plan, a Good Leaver is defined as an Option Holder who ceases to provide services to a group company by reason of injury\nor disability, or for any other reason determined by the Board in its absolute discretion.\n\n \n\nA\nGood Leaver can retain the vested portion of their option (or such a greater extent if determined by the Board) to be exercised in accordance\nwith the remainder of the rules. The Board also has the discretion to allow the Option Holder to exercise their option within 90 days\nof termination, and such option will continue to subsist to the extent not exercised at the end of this period. The portion of the option\nwhich is unvested or not otherwise permitted to be exercised/retained shall lapse.\n\n \n\nIf\nan Option Holder dies, the option can be retained by their personal representatives to the extent vested, to be exercised in accordance\nwith the remainder of the rules. The option will lapse one year after the Option Holder’s death.\n\n \n\nIf\nan Option Holder ceases to be an employee/contractor and they are not a Good Leaver, then the Board has the discretion to allow the option\nto be exercised within 90 days of termination or to be retained after termination to be exercised in accordance with the reminder of\nthe rules (to whatever extent the Board decides). The option will lapse to the extent that the Board does not exercise this discretion\nat all.\n\n \n\nA\ncontractor becoming an employee of a RedCloud Group company will not be treated as a leaver under the Contractor Plan.\n\n \n\n*Alterations\nand Term*\n\n \n\nNo\noptions can be granted under the Option Plans after the tenth anniversary of their date of adoption.\n\n \n\nThe\nBoard may at any time resolve in writing to alter or add to all or any of the provisions of the Option Plans and/or the terms upon which\nany option has been granted under it in any respect. The amendment shall take effect from the date of such resolution. However, no alteration\n(unless of a minor nature to benefit the administration of the plan or to take account in changes to legislation or related rules/regulations)\nmay be made if it is disadvantageous to an Option Holder without the consent of the majority in number of Option Holders affected by\nsuch alteration, or otherwise without the prior approval of RedCloud Technologies Limited in a general meeting.\n\n \n\n46\n\n \n\n \n\nThe\namendments to the Option Plans shall only apply to the new options to be granted, and shall be approved by the Board.\n\n \n\n*Adjustments*\n\n \n\nIn\nthe event of a demerger or any increase or variation in the share capital of RedCloud Technologies Limited or if the Board pays a special\ndividend, the Board may make any adjustment to the number of shares under option, the exercise price or the number of shares to be acquired\non exercise (if the event takes place after an exercise but before the shares are allotted/transferred) as it deems appropriate.\n\n \n\n**2024\nEquity Incentive Plan**\n\n \n\nThe\nfollowing is a summary of the material features of the RedCloud Holdings plc 2024 Equity Incentive Plan (the “2024 Plan”,\ntogether with the Option Plans, the “Equity Incentive Plans”). The 2024 Plan was approved by both our shareholders and our\nBoard effective October 10, 2024.\n\n \n\n*Eligibility*\n\n \n\nThe\nAdministrator may grant awards to any director, employee or consultant of the Company or its subsidiaries. Only employees are eligible\nto receive incentive share options.\n\n \n\n*Administration*\n\n \n\nThe\n2024 Plan will be administered by our Board or one or more committees or subcommittees of the Board, which will be comprised, unless\notherwise determined by the Board, solely of not less than two members who will be non-employee directors (a “Committee”),\nor any officer that has been delegated administrative authority pursuant to the 2024 Plan for the duration such delegation is in effect\n(collectively, the “Administrator”). The Administrator, which initially will be the Board with respect to awards to non-employee\ndirectors and the Compensation Committee of our Board with respect to other participants. The Administrator will have the authority to\nmake all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2024\nPlan, subject to the 2024 Plan’s express terms and conditions. The Administrator will also set the terms and conditions of all\nawards under the 2024 Plan, including any vesting and vesting acceleration conditions.\n\n \n\n*Share\nReserve*\n\n \n\nThe\nmaximum aggregate number of shares that may be issued under the 2024 Plan is 8,845,327.\n\n \n\nShares\nissuable under the 2024 Plan may be authorized, or unissued, or reacquired shares. Shares underlying any awards under the 2024 Plan that\nare settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise\nprice or tax withholding satisfied without the issuance of shares or otherwise terminated (other than by exercise) will be added back\nto the shares available for issuance under the 2024 Plan, although shares shall not again become available for issuance as incentive\nshare options. Additionally, shares issued as “substitute awards” (as defined in the 2024 Plan) will not count against the\n2024 Plan’s share limit, except substitute awards that are incentive share options will count against the incentive share option\nlimit.\n\n \n\nThe\nshare reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company\n(see “*Equitable Adjustments”* below).\n\n \n\n*Annual\nLimitation on Awards to Non-Employee Directors*\n\n \n\nThe\n2024 Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company\nto any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the\nBoard, and $500,000 in any other calendar year.\n\n \n\n*Types\nof Awards*\n\n \n\nThe\n2024 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted shares units, performance\nawards, dividend equivalent awards, and other share- or cash-based awards (collectively, “awards”).\n\n \n\nShare\nOptions. The 2024 Plan permits the granting of both options intended to qualify as incentive share options under Section 422 of the\nInternal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2024\nPlan will be nonqualified options if they fail to qualify as incentive share options or exceed the annual limit on incentive share options.\nIncentive share options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to\nany persons eligible to receive awards under the 2024 Plan.\n\n \n\nThe\nexercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair\nmarket value of one ordinary share of the Company on the date of grant or, in the case of an incentive share option granted to a 10%\nor greater shareholder, 110% of such share’s fair market value. The term of each option will be set by the Administrator and may\nnot exceed ten (10) years from the date of grant (or five (5) years for an incentive share option granted to a 10% or greater shareholder).\nThe Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting\nof such options.\n\n \n\n47\n\n \n\n \n\nShare\nAppreciation Rights. The Administrator may award share appreciation rights subject to such conditions and restrictions as it may\ndetermine. Share appreciation rights entitle the recipient to ordinary shares of the Company or cash, equal to the value of the appreciation\nin the Company’s share price over the exercise price, as set by the Administrator and which will be at least equal to the fair\nmarket value of an ordinary share of the Company on the grant date. The term of each share appreciation right will be set by the Administrator\nand may not exceed ten years from the date of grant. The Administrator will determine at what time or times each share appreciation right\nmay be exercised, including the ability to accelerate the vesting of such share appreciation rights.\n\n \n\nRestricted\nShares. A restricted share award is an award of ordinary shares of the Company that vests in accordance with the terms and conditions\nestablished by the Administrator. The Administrator will determine the persons to whom grants of restricted share awards are made, the\nnumber of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards\nof restricted shares may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions\nof restricted share awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights\nand privileges of a shareholder as to such restricted shares, including without limitation the right to vote such restricted shares and\nthe right to receive cash dividends, if applicable.\n\n \n\nRestricted\nShare Units. Restricted share units are the right to receive ordinary shares of the Company at a future date in accordance with the\nterms of such grant upon the attainment of certain conditions specified by the Administrator. Restrictions or conditions could include,\nbut are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of\ntime or other restrictions or conditions. The Administrator determines the persons to whom grants of restricted share units are made,\nthe number of restricted share units to be awarded, the time or times within which awards of restricted share units may be subject to\nforfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted share unit\nawards. The value of the restricted share units may be paid in ordinary shares of the Company, cash, other securities, other property,\nor a combination of the foregoing, as determined by the Administrator.\n\n \n\nThe\nholders of restricted share units will have no voting rights. Prior to settlement or forfeiture, restricted share units awarded under\nthe 2024 Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents.\n\n \n\nPerformance\nAwards. The Administrator has the authority to grant share options, share appreciation rights, restricted shares, or restricted share\nunits as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance\ncriteria. For each performance period, the Administrator will have the sole authority to select the length of such performance period,\nthe types of performance awards to be granted, the performance criteria that will be used to establish the performance goals, and the\nlevel(s) of performance which shall result in a performance award being earned. At any time, the Administrator may adjust or modify the\ncalculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance\nperiod and that in the Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance\naward granted, the previously discussed terms and conditions will also apply to a performance award.\n\n \n\nPerformance\ncriteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more\nsubsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation,\nany of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after\ntaxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit\n(before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or\nsales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash\nflow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s\nequity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;\n(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense\ntargets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working\ncapital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels\nand net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)\ntimely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii)\nstrategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance\ncriteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a\nwhole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance\ncriteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that\nthe Administrator deems appropriate, or as compared to various stock market indices.\n\n \n\nDividend\nEquivalents. An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one\nordinary share of the Company while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited\nto an account for the participant, settled in cash or ordinary shares of the Company, and subject to the same restriction on transferability\nand forfeitability as the award with respect to which the dividend equivalents are granted.\n\n \n\n48\n\n \n\n \n\nOther\nShare- or Cash-Based Awards. Other share-based awards may be granted either alone, in addition to, or in tandem with, other awards\ngranted under the 2024 Plan and/or cash awards made outside of the 2024 Plan. The Administrator shall have authority to determine the\nservice providers to whom and the time or times at which other share-based awards shall be made, the amount of such other share-based\nawards, and all other conditions of the other share-based awards including any dividend and/or voting rights. The Administrator may grant\ncash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator may\ndetermine.\n\n \n\n*Repricing*\n\n \n\nNotwithstanding\nanything to the contrary in the 2024 Plan, unless a repricing is approved by shareholders, in no case may the Administrator (i) amend\nan outstanding option or share appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding\noption or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange,\nor surrender an outstanding option or share appreciation right in exchange for an option or share appreciation right with an exercise\nprice that is less than the exercise price of the original award.\n\n \n\n*Equitable\nAdjustments*\n\n \n\nIn\nthe event of a merger, consolidation, recapitalization, share split, reverse share split, reorganization, split-up, spin-off, combination,\nrepurchase or other change in corporate structure affecting our ordinary shares, the Administrator will adjust (i) the number and class\nof shares which may be delivered under the 2024 Plan (or number and kind of other securities or other property); (ii) the number, class\nand price (including the exercise or strike price of options and share appreciation rights) of shares subject to outstanding awards,\n(iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards, and\n(iv) the 2024 Plan’s numerical limits.\n\n \n\n*Change\nin Control*\n\n \n\nIn\nthe event of any proposed change in control (as defined in the 2024 Plan), the Administrator will take any action as it deems appropriate,\nwhich action may include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation;\n(ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation\nor its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting\ncriteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change in\ncontrol, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise price).\nUnless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute for the\naward, a participant shall fully vest in and have the right to exercise the award as to all of our ordinary shares, including those that\nwould not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting\ncriteria will be deemed achieved at targeted levels.\n\n \n\n*Term*\n\n \n\nThe\n2024 Plan will, unless terminated earlier, continue in effect for a term of five (5) years.\n\n \n\n*Amendment\nand Termination*\n\n \n\nOur\nBoard may amend, alter, suspend or terminate the 2024 Plan at any time. No amendment or termination of the 2024 Plan will materially\nimpair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval of the shareholders\nshall be required for any amendment, where required by applicable law and Nasdaq rules, as well as (i) to increase the number of shares\navailable for issuance under the 2024 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2024\nPlan.\n\n \n\n*Recoupment\nPolicy*\n\n \n\nAll\nawards granted under the 2024 Plan, all amounts paid under the 2024 Plan, and all ordinary shares issued under the 2024 Plan shall be\nsubject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.\n\n \n\n**Incentive\nExecutive Compensation Clawback Policy**\n\n \n\nThe\ncompensation committee adopted the Executive Compensation Clawback Policy (the “Recovery Policy”), which adheres to the listing\nstandards of Nasdaq and the rules of the SEC. The Recovery Policy will require the compensation committee to recoup certain cash and\nequity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting\nrestatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the Recovery\nPolicy, the compensation committee will require recoupment if it determines that incentive-based compensation received by an executive\nexceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated\namounts.\n\n \n\n49\n\n \n\n** **\n\n**C.\nBoard Practices**\n\n** **\n\n**Corporate\nGovernance Practices**\n\n \n\nAs\na foreign private issuer whose shares are listed on Nasdaq, we have the option to follow certain UK corporate governance practices rather\nthan those of Nasdaq, except to the extent that such laws would be contrary to U.S. securities laws and *provided* that we disclose\nthe practices we are not following and describe the home country practices we are following. We intend to rely on this “foreign\nprivate issuer exemption” with respect to the following requirements:\n\n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5605(b) pursuant to which a majority of the board of directors of the Company must be comprised\nof independent directors as defined in Rule 5605(a)(2). Such independence requirement is not required under our Articles or the Companies\nAct. In accordance with generally accepted business practice, the composition of the board of directors of the Company will be governed\nby the Articles, which do not impose independence requirements.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements\nare not required under English law. In accordance with generally accepted business practice, our Amended and Restated Articles of\nAssociation and the Companies Act provide alternative quorum requirements that are generally applicable to meetings of shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection\nwith a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or\nmaterially amended. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security\ninto shares in the Company without an ordinary resolution of the shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the\noutstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for\nor to convert any security into shares in the Company without an ordinary resolution of the shareholders.\n\n \n\nExcept\nas stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future\ndecide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following\nour home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide\nless protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers.\n\n \n\nWe\nexpect to maintain our status as a foreign private issuer under the applicable corporate governance requirements of the rules and regulations\nadopted by the SEC and other existing rules. Accordingly, our shareholders may not have the same protections afforded to shareholders\nof companies that are subject to all of the corporate governance requirements of Nasdaq.\n\n \n\n**Number\nand Terms of Office of Officers and Directors**\n\n \n\nOur\nBoard consists of seven (7) members. Our directors will be appointed for a one-year term to hold office until the next annual general\nmeeting of our shareholders or until removed from office in accordance with our Amended and Restated Articles of Association.\n\n \n\nPursuant\nto our Amended and Restated Articles of Association, the Company may by ordinary resolution appoint a person who is willing to act as\na director and the Board shall have power at any time to appoint any person who is willing to act as a director, in both cases either\nto fill a vacancy or as an addition to the existing Board, provided the total number of directors shall not exceed the maximum number\nof ten.\n\n \n\nThere\nare no family relationships among any of our directors or executive officers.\n\n \n\n**Director\nIndependence and Committees of the Board of Directors**\n\n \n\n*Director\nIndependence*\n\n \n\nNasdaq\nRule 5605 requires a majority of a listed company’s board of directors to be comprised of independent directors; however, we intend\nto rely on the “foreign private issuer exemption” with respect with this requirement as such independence requirement is\nnot required under our Articles or the Companies Act. In accordance with generally accepted business practice, the composition of our\nBoard will be governed by the Articles, which do not impose such independence requirements. Nasdaq Rule 5605 also requires that, subject\nto specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees\nbe independent and that audit committee members also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.\nWe have determined that David Chung-Hua Bolocan, Prem Parameswaran and Dr. Mustafa Ergen are “independent” directors under\nthe Nasdaq listing standards, while Justin Floyd, Soumaya Hamzaoui, Hans Rudolf Kunz and Nikolaus Senn are not independent under such\nstandards. We have also determined that each of the three members of the Audit Committee is “independent” for purposes of\nSection 10A(m)(3) of the Exchange Act and the rules promulgated thereunder and under the Nasdaq listing standards. Further, the Board\nhas determined that each of the two members of both the Compensation Committee and the Nominating and Corporate Governance Committee\nis “independent” under the Nasdaq listing standards. In making determinations concerning independence of members of our Board\nand the committees thereof, our Board will consider the relationships that each such person has with our Company and all the other facts\nand circumstances our Board deems relevant in determining independence, including the beneficial ownership of our capital stock by each\nsuch person.\n\n* *\n\n50\n\n \n\n* *\n\n*Board\nCommittees*\n\n \n\nWe\nhave three standing committees of the Board: the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.\nEach of the board committees act pursuant to a separate written charter adopted by our Board, each of which are available on our website\nat https://redcloudtechnology.com. Our Board may at any time or from time to time appoint certain other committees in its sole discretion\nas it deems necessary or appropriate to carry out its functions.\n\n \n\n*Audit\nCommittee*\n\n \n\nThe\nAudit Committee consists of David Chung-Hua Bolocan (Chairperson), Prem Parameswaran and Dr. Mustafa Ergen. The Board has determined\nthat all of the members of the Audit Committee are “independent,” as defined by the Nasdaq listing standards and by applicable\nSEC rules. In addition, the Board has determined that David Chung-Hua Bolocan is an audit committee financial expert, as that term is\ndefined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally\naccepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection\nwith the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements\nthat present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues\nthat can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged\nin such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit\ncommittee functions.\n\n \n\nThe\nfunction of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and\nthe review of our financial reports and information. In addition, the functions of the Audit Committee will include, among other things,\nrecommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their review of our half\nyearly results and the results of their audit, and reviewing our internal accounting controls.\n\n \n\n*Compensation\nCommittee*\n\n \n\nThe\nCompensation Committee consists of David Chung-Hua Bolocan and Prem Parameswaran (Chairperson). The Board has determined that all of\nthe members of the Compensation Committee are “independent,” as defined by Nasdaq listing standards. The responsibility of\nthe Compensation Committee is to review and approve the compensation and other terms of employment of our President and Chief Executive\nOfficer and our other executive officers, including all of the “named executive officers.” Among its other duties, the Compensation\nCommittee oversees all significant aspects of our compensation plans and benefit programs. The Compensation Committee annually reviews\nand approves corporate goals and objectives for the President and Chief Executive Officer’s compensation and evaluates the Chief\nExecutive Officer’s performance in light of those goals and objectives. The Compensation Committee also recommends to the Board\nthe compensation and benefits for members of the Board. The Compensation Committee has also been appointed by the Board to administer\nour Equity Incentive Plans. The Compensation Committee does not delegate any of its authority to other persons.\n\n \n\n*Nominating\nand Corporate Governance Committee*\n\n \n\nThe\nNominating and Corporate Governance Committee is comprised of David Chung-Hua Bolocan and Prem Parameswaran (Chairperson). The committee\nmembers are independent under applicable Nasdaq rules and regulations. The Nominating and Corporate Governance Committee is responsible\nfor, among other things, considering potential Board members, making recommendations to the full Board as to nominees for election to\nthe Board, assessing the effectiveness of the Board and implementing our corporate governance guidelines.\n\n \n\n**Code\nof Ethics and Insider Trading Policy**\n\n \n\nOur\nBoard has adopted a Code of Ethics, which applies to all of our executive officers, directors and employees, including our principal\nexecutive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and\nan Insider Trading Policy. A copy of each are filed as an exhibit to this annual report. The Code of Ethics is also available on our\nwebsite at https://redcloudtechnology.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics\nor Insider Trading Policy in a Current Report on Form 6-K.\n\n \n\n**Limitation\nof Directors Liability and Indemnification**\n\n \n\nWe\nhave entered into deeds of indemnity with all of our directors and named executive officers whereby we agree to indemnify those directors\nand officers to the fullest extent permitted by law, including indemnification against liabilities, costs, charges, expenses, judgments,\nsettlements, compensation and other awards, damages and losses (including any direct, indirect or consequential losses and all interest,\npenalties, fines, taxes and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses)\nin legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director\nor officer is or was a director, officer of ours, except where, amongst other things, the Board reasonably determines arises out of,\nor is attributable to, the director or officer’s fraud, willful default, willful misconduct, reckless conduct, dishonesty, deliberate\ncriminal conduct or act of bad faith.\n\n \n\n51\n\n \n\n \n\nWe\nhave director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services\nto us, including matters arising under the Securities Act. The Amended and Restated Articles of Association also provide that every director\nor other officer of the Company shall be entitled to be indemnified by the Company out of the Company’s assets against all liabilities\nincurred by him in the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or\notherwise in relation to or in connection with his duties, powers or office to the maximum extent permitted by applicable law.\n\n \n\nThere\nis no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be\nrequired or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.\n\n \n\n**Guidelines\nfor Selecting Director Nominees**\n\n \n\nThe\nguidelines for selecting nominees, which, are specified in the Nominating and Corporate Governance Committee’s charter, generally\nprovide that persons to be nominated:\n\n \n\n \n●\nshould\nhave demonstrated notable or significant achievements in business, education or public service;\n\n \n \n \n\n \n●\nshould\npossess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of\nskills, diverse perspectives and backgrounds to its deliberations; and\n\n \n \n \n\n \n●\nshould\nhave the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.\n\n** **\n\n**D.\nEmployees**\n\n \n\nAs\nof December 31, 2025, our company boasts a highly diverse and dynamic team of talented individuals from Africa, Europe and Latin America,\nspeaking multiple languages. Such countries include Argentina, Bahrain, Brazil, Canada, France, Germany, Lebanon, Morocco, Nigeria, Portugal,\nSaudi Arabia, South Africa, Spain, Switzerland, Turkey, United Kingdom, United States.. Specifically, as of December 31, 2025, our human\ncapital resources consisted of 255 full-time, part-time employees, including independent contractors and temporary personnel to supplement\nour workforce. Of this, 9 are in C-Suite, 16 in Finance, 3 in Legal, 20 in Marketing, 4 are Non Exec Directors, 34 in Operations, 8 in\nPeople, 99 in Sales and 62 in Technology. Competition for qualified personnel is intense, particularly for software engineers, computer\nscientists, and other technical staff, and constrained labor markets have increased competition for personnel across other parts of our\nbusiness. Additionally, we have 1014 field officers operating on the ground across our current markets..\n\n \n\nNone\nof our employees are represented by a labor union, and we consider our employee relations to be satisfactory. To date, we have not experienced\nany work stoppages.\n\n \n\n**E.\nShare Ownership**\n\n \n\nBased\nsolely upon information made available to us, the following table sets forth information as of May 15, 2026 regarding the beneficial\nownership of our ordinary shares after giving effect to the Formation Transaction:\n\n \n\n \n●\neach\nperson known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;\n\n \n \n \n\n \n●\neach\nof our named executive officers and directors; and\n\n \n \n \n\n \n●\nall\nour executive officers and directors as a group.\n\n \n\nThe\npercentage ownership information shown in the table is based upon 59,362,026 ordinary shares outstanding as of May 15, 2026.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.\nExcept as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares\nof our capital shown as beneficially owned, subject to applicable community property laws.\n\n \n\nIn\ncomputing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person (for example,\nupon the exercise of options or warrants) within 60 days of the date of this annual report are counted as outstanding, while these shares\nare not counted as outstanding for computing the percentage ownership of any other person.\n\n \n\n52\n\n \n\n \n\nThe\naddress of each holder listed below, except as otherwise indicated, is 50 Liverpool Street, London, EC2M 7PY.\n\n \n\nName of Beneficial Owner \n\n**Ordinary Shares**\n\n**Beneficially**\n\n**Owned**\n  \n\n**Percent of Ordinary**\n\n**Shares Beneficially**\n\n**Owned**\n \n\nNamed Executive Officers and Directors \n    \n   \n\nJustin Floyd (1) \n 2,221,412  \n 3.70%\n\nRaju Datla \n -  \n *%\n\nSoumaya Hamzaoui (2) \n 507,750  \n *%\n\nHans Rudolf Kunz (3) \n 7,735,431  \n 12.98%\n\nNikolaus Senn (4) \n 7,874,955  \n 13.23%\n\nDavid Chung-Hua Bolocan \n -  \n *%\n\nPrem Parameswaran \n -  \n *%\n\nAll directors and executive officers as a group (seven persons) \n 18,339,548  \n \n30.9\n%\n\n5% Shareholders \n    \n \n\nChristina Byland (5) \n 28,224,721  \n 47.54%\n\n \n\n*Less\nthan 1%.\n\n \n\n(1)\nIncludes\n1,587,037 ordinary shares, 634,375 options for the purchase of ordinary shares, which are exercisable within 60 days of the date\nof this annual report.\n\n(2)\nIncludes\n507,750 options for the purchase of ordinary shares, which are exercisable within 60 days of the date of this annual report held\nby Soumaya Hamzaoui, our Chief Product and Commercial Officer and director.\n\n(3)\nRepresents\n7,525,431 ordinary shares held by HRK Participations SA, an entity incorporated under the laws of Luxembourg, and includes 210,000\noptions for the purchase of ordinary shares, which are exercisable within 60 days of the date of this annual report, held by Hans\nRudolf Kunz, our Chairperson of the Board. HRK Participations SA is wholly owned by HRK Holding (HK) Ltd. (“HRK Holding”),\nand HRK Holding is wholly owned by Mr. Kunz.\n\n(4)\nRepresents\n7,874,955 ordinary shares held by Nikolaus Senn, a director of our Company, and includes 135,000 options for the purchase of ordinary\nshares and warrants to purchase 376,000 ordinary shares, which are exercisable within 60 days of the date of this annual report.\n\n(5)\nRepresents\n23,895,330 ordinary shares held by Christina Byland and warrants to purchase 4,329,391 ordinary shares, which are exercisable within\n60 days of the date of this annual report."}