1. Purpose and administration
The Plan establishes how Fanlify a.s. may provide selected creators with a conditional opportunity to acquire equity. The competent statutory or corporate body (the Board) administers the Plan, interprets it, verifies eligibility and may approve, reduce or refuse Awards.
2. Document priority
Mandatory law, the Articles of Association and valid corporate resolutions prevail over this Plan. The Plan prevails over Program Rules on equity mechanics, while an individual Grant Agreement states the participant-specific commercial terms without overriding higher-ranking documents.
3. Equity reserve
The maximum reserve is 500,000 Shares. It is not an issued or guaranteed allocation. Awards that expire, are declined or lapse before acquisition return to the available reserve. Acquired Shares return only through a valid transfer or repurchase arrangement. No participant is entitled to a proportional part of the pool.
4. Form of Award and Plan Shares
The standard Award is a conditional contractual right to acquire Shares after vesting. It is not itself a Share. The intended standard is ordinary registered Shares; the final class, certificated or book-entry form, nominal or accounting value and acquisition or subscription price are [to be completed] after review of the transformed Company’s capital structure.
5. Eligibility and approval
A participant must satisfy the Program Rules, complete the three-month Qualification Period, maintain the required activity and milestone, remain in good standing, pass legal and tax verification and receive formal corporate approval. Comparable performance does not require identical Awards.
6. Grant terms
Every Award requires a signed Grant Agreement stating the Grant Date, exact number and class of Shares, milestone, vesting start and schedule, acquisition price and process, leaver treatment, transfer restrictions, tax obligations and any country-specific conditions.
7. Vesting
The default schedule is 24 months with a three-month cliff: 3/24 after month three and 1/24 monthly thereafter, subject to Active Status. Each additional Award starts a separate schedule. Fractions are rounded down and may be settled in the final instalment where possible.
8. Acquisition and shareholder status
Vesting creates only a conditional acquisition right. The participant must submit required notices, pay the lawful price, provide identification and tax information and sign shareholder documents. Shareholder rights begin only after valid issue or transfer and entry in the applicable shareholder record.
9. Suspension, leaving and Cause
The Company may suspend vesting while investigating manipulation, fraud, infringement or a serious compliance concern. On ordinary departure, Unvested Awards lapse and Vested unexercised Awards normally remain available for 90 days. Good Leaver relief may be approved. Cause may result in immediate lapse to the extent allowed by law and the Grant Agreement.
10. Correction and clawback
The Company may correct administrative errors, refunds, chargebacks, invalid accounts or artificial activity. An Award obtained through fraud or material misrepresentation may be cancelled, and Shares or value may be recovered only where permitted by law and binding documents.
11. Transfers, dilution and corporate events
Awards are non-transferable. Acquired Shares may be subject to pre-emption, first refusal, lock-up, permitted-transfer, drag-along, tag-along, call or repurchase provisions. Future Shares, options and convertibles may dilute ownership. The Board may make equitable numerical adjustments for splits, mergers or similar events; change of control does not automatically accelerate vesting.
12. Taxes, risk and no employment
Participants bear their own tax and advisory responsibilities. The Company may withhold or postpone acquisition to comply with law. No value, liquidity, dividend, financing or exit is guaranteed. Participation does not create employment, agency, partnership or continued platform access.
13. Securities restrictions
This Plan is an internal framework and not a public offer, prospectus or investment recommendation. A binding offer may be made only to an individually identified participant through an approved Grant Agreement. The Company may restrict or refuse an Award where a jurisdiction makes it unlawful or impracticable.
14. Amendment, termination and law
The Company may amend, suspend or terminate the Plan. Existing Vested Awards may not be removed retroactively except where required by law, a binding transaction or agreement, or correction of fraud or material error. Czech law governs the Plan, effective from 1 September 2026.