Freedom Holding Corp. (Form: 8-K, Received: 10/11/2017 13:04:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2017

FREEDOM HOLDING CORP.
(Exact name of registrant as specified in its charter)

Nevada	001-33034	30-0233726
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

Office 1704, 4B Building, “Nurly Tau” BC, 17 Al Farabi Ave, Almaty, Kazakhstan
(Address of principal executive offices)

050059
(Zip code)

(801) 355-2227
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 6, 2017, Freedom Holding Corp. awarded restricted stock grants and nonqualified stock options totaling 4,260,000 shares of its common stock to 18 employees of the Company and its subsidiaries, including one officer of the Company. Freedom Holding Corp. and its subsidiaries are collectively referred to herein as the “Company.” The restricted stock grants and nonqualified stock options were awarded under the Freedom Holding Corp. 2018 Equity Incentive Plan and pursuant to an effective registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission on October 5, 2017.

The Company awarded restricted stock grants totaling 3,900,000 shares of its common stock to 16 employees and awarded nonqualified stock options to purchase an aggregate of 360,000 shares of its common stock to two employees. Of the shares awarded pursuant to the restricted stock grant awards, 1,200,000 shares are subject to two-year vesting conditions and 2,700,000 shares are subject to three-year vesting conditions. All of the nonqualified stock options are subject to three-year vesting conditions. The restricted stock grants subject to two-year vesting vest one-half on the first anniversary of the date of grant and one-half on the second anniversary of the date of grant. The restricted stock grants subject to three-year vesting and the nonqualified stock options vest one-third on each of the first three anniversaries of the date of grant. The restricted stock grants were awarded pursuant to Restricted Stock Grant Award Agreements (the “Stock Grant Agreement”) and the nonqualified stock option awards were awarded pursuant to Nonqualified Stock Option Agreements (the “Option Agreement”). The descriptions of the terms of the Stock Grant Agreement and the Option Agreement in this Current Report are only summaries of those agreements and are qualified in their entirety by reference to the Stock Grant Agreement and the Option Agreement, copies of which are attached as exhibits to this Current Report.

Vesting of the restricted stock grants is contingent upon continued employment with the Company through the vesting term except in the event of death, disability, a change in control of the Company or termination of employment by the Company not for cause, as defined in the Stock Grant Agreement. If the employee’s employment terminates as a result of death, disability, a change in control of the Company or termination by the Company not for cause, any unvested shares shall vest upon the occurrence of such event. If employment terminates for any other reason, any shares that have not vested as of the date employee’s employment terminates will be canceled. During the vesting period, the employee will be entitled to vote and receive dividends on the shares underlying the restricted stock grant, provided, however, that dividend payments on unvested shares shall be held in custody by the Company and subject to the same restrictions that apply to the unvested shares. The shares underlying the restricted stock grants will not be delivered to the employee until they vest.

Vesting of the nonqualified stock options is also contingent upon the employee’s continued employment with the Company through the vesting term. In the event of employee’s death or disability, a change in control of the Company or termination of employment by the Company not for cause, as defined in the Option Agreement, any unvested portion of the option shall vest and become exercisable immediately and shall be exercisable for the shorter of one-year or the date the option term expires. If the employee is terminated for cause, the option shall terminate immediately and become null and void. If employment is terminated for any reason other than as set forth in this paragraph, any unvested options held by employee as of the date of termination of employee’s employment will terminate and become null and void as of such date of termination and any vested options shall terminate and become null and void on the earlier of 30 days after the employee’s termination or the date the option term expires.

The nonqualified stock options have an exercise price of $1.98. Any unexercised portion of a vested stock option will terminate and become null and void upon the earlier of (a) the term of the option, which is ten years from the date of grant, or (b) as otherwise described in the preceding paragraphs.

Evgeniy Ler, the Company’s Chief Financial Officer received a restricted stock grant of 70,000 shares. The restricted stock grant to Mr. Ler is subject to the two-year vesting period described above. Mr. Ler is the only officer or director of the Company to receive an award.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description

10.01		Form of Restricted Stock Grant Award Agreement
10.02		Form of Nonqualified Stock Option Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FREEDOM HOLDING CORP.

Date: October 11, 2017	By:	/s/ Timur Turlov
		Timur Turlov
		Chief Executive Officer

Exhibit 10.01

FREEDOM HOLDING CORP.

RESTRICTED STOCK GRANT AGREEMENT

THIS AGREEMENT is made as of ________ , 20__ (the “ Date of Grant ”), between Freedom Holding Corp., a Nevada corporation (the “ Company ”), and ____________________ (the “Grantee ”).

WHEREAS, the Company has adopted the Freedom Holding Corp. 2018 Equity Incentive Plan (the “ Plan ”) in order to provide additional incentive to certain employees, consultants, directors and officers of the Company and its Subsidiaries; and

WHEREAS, the Board has determined to grant to the Grantee a Grant of shares of the Company’s Common Stock subject to restrictions stated herein (“ Shares of Restricted Stock ”) to encourage the Grantee’s efforts toward the continuing success of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of Restricted Stock .

(a) The Company hereby grants to the Grantee an award of Shares of Restricted Stock (the “ Grant ”). The Shares of Restricted Stock granted pursuant to the Grant shall be issued in certificated form in the name of the Grantee as soon as reasonably practicable after the Date of Grant and shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 9 hereof.

(b) This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference), a copy of which has been provided to the Grantee and which the Grantee acknowledges having received and reviewed. Any conflict between this Agreement and the terms of a written employment agreement for the Optionee that has been approved, ratified or confirmed by the Board shall be decided in favor of the provisions of such employment agreement. Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

2. Restrictions on Transfer .

The Shares of Restricted Stock issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until all restrictions on such Restricted Stock shall have lapsed in the manner provided in Section 3, 4 or 5 hereof. Any attempt to transfer or otherwise dispose of any Shares of Restricted Stock in contravention of the restrictions set forth herein shall be null and void and without effect.

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3. Lapse of Restrictions Generally .

Except as provided in Sections 4, 5 and 6 hereof, one-______ (1/_) of the number of Shares of Restricted Stock issued hereunder (rounded down to the nearest whole Share, if necessary) shall vest, and the restrictions with respect to such Restricted Stock shall lapse, on each of the first _______ (_) anniversaries of the Date of Grant.

4. Effect of Certain Terminations of Employment .

If the Grantee’s employment terminates as a result of the Grantee’s death or total and permanent disability as determined by the Board (“Disability”), or if Grantee’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without cause on or after the Date of Grant, all Shares of Restricted Stock which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions on such Restricted Stock shall lapse, as of the date of such termination.

For purposes of this Agreement, “cause” shall mean, (i) on account of fraud, embezzlement or other unlawful or tortious conduct, whether or not involving or against the Company or any affiliate, (ii) for violation of a policy of the Company or any affiliate, or (iii) for serious and willful acts or misconduct detrimental to the business or reputation of the Company or any affiliate.

5. Effect of Corporate Change .

In the event of a Corporate Change at any time on or after the Date of Grant, all Shares of Restricted Stock which have not become vested in accordance with Section 3 or 4 hereof shall vest, and the restrictions on such Restricted Stock shall lapse immediately.

6. Forfeiture of Restricted Stock .

In addition to the circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon:

(i) the termination by the Grantee, the Company or its Subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 4 hereof prior to such vesting; or

(ii) the commission by the Grantee of an Act of Misconduct prior to such vesting.

For purposes of this Agreement, an “ Act of Misconduct ” shall mean the occurrence of one or more of the following events: (x) the Grantee uses for profit or discloses to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (y) the Grantee breaches any contract with or violates any fiduciary obligation to the Company or any of its Subsidiaries, or (z) the Grantee engages in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries.

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7. Delivery of Restricted Stock .

(a) Certificates representing the Shares of Restricted Stock issued pursuant to Section 1 hereof shall remain in the custody of the Company subject to the lapse on restrictions provided in Sections 3, 4 or 5 hereof. Any Shares of Restricted Stock forfeited pursuant to this Agreement shall be forfeited and revert to the Company without payment of any consideration by the Company, and neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such Shares. If certificates for any such Shares of Restricted Stock shall have been delivered to the Grantee (or his/her legatees or personal representative), such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer to the Company for cancelation.

(b) Except as otherwise provided in Section 7(c) hereof, a certificate representing Shares of Restricted Stock for which the restrictions have lapsed pursuant to Section 3, 4 or 5 hereof shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Stock have lapsed, free of all restrictions hereunder.

(c) Shares of Restricted Stock in respect of which the restrictions have lapsed upon the Grantee’s death pursuant to Section 4 hereof or, if requested by the executors or administrators of the Grantee’s estate upon such lapse of restrictions, a stock certificate with respect to such Shares of Restricted Stock, shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the Company’s receipt of notification of the Grantee’s death in a form acceptable to Company legal counsel, free of all restrictions hereunder.

8. Dividends and Voting Rights .

Subject to restrictions set forth in the Plan, and Section 2 and Section 9(a) hereof, upon issuance of the Shares of Restricted Stock, the Grantee shall have all of the rights of a stockholder with respect to such Common Stock, including the right to vote the Common Stock and to receive all dividends or other distributions paid or made with respect thereto, provided , however , that dividends paid, if any, with respect to Shares of Restricted Stock which have not vested at the time of the dividend payment shall be held in the custody of the Company and shall be subject to the same restrictions that apply to the corresponding Shares of Restricted Stock.

9. Execution of Grant Agreement .

(a) The Shares of Restricted Stock granted to the Grantee pursuant to the Grant shall be subject to the Grantee’s execution and return of this Agreement to the Company or its designee (including by electronic means, if so provided) no later than __________ __, 20__ (the “ Grantee Return Date ”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of the Grantee’s estate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “ Executor Return Date ”). If this Agreement is not so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, the Shares of Restricted Stock evidenced by this Agreement shall be forfeited, and neither the Grantee nor the Grantee’s heirs, executors, administrators and successors shall have any rights with respect thereto.

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(b) If this Agreement is so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, all dividends and other distributions paid or made with respect to the Shares of Restricted Stock granted hereunder prior to such Grantee Return Date or Executor Return Date shall be treated in the manner provided in Section 8 hereof.

10. No Right to Continued Employment .

Nothing in this Agreement or the Plan shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or its Subsidiaries or continuance of service as a Board member.

11. Withholding of Taxes .

Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of a stock certificate with respect to shares of Restricted Stock in respect of which all restrictions have lapsed, the Grantee (or the Grantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company (the “ Withholding Taxes ”) with respect to such Restricted Stock. By executing and returning this Agreement in the manner provided in Section 9 hereof, the Grantee (or the Grantee’s estate) shall be deemed to elect to have the Company withhold a portion of such Restricted Stock having an aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect until the Grantee (or the Grantee’s estate) notifies the Company before such delivery that the Grantee (or the Grantee’s estate) shall satisfy such obligation in cash, in which event the Company shall not withhold a portion of such Restricted Stock as otherwise provided in this Section 11. If Grantee is exempt from tax withholding requirements, Grantee will provide the Company such information and documentation as the Company may request to document Grantee’s Withholding Tax exempt statuts.

12. Grantee’s Representations, Warranties and Covenants .

(a) Grantee represents and warrants that he or she is acquiring the Shares of Restricted Stock solely for his or her own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Grantee agrees that he or she will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares of Restricted Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares of Restricted Stock), or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) thereunder, and in compliance with all applicable state or non-U.S. securities or “blue sky” laws. Grantee further understands, acknowledges and agrees that none of the Shares of Restricted Stock may be transferred, sold, pledged, hypothecated or otherwise disposed of unless such disposition is in compliance with the applicable provisions of the Plan and this Agreement.

(b) Grantee acknowledges that any certificate evidencing the Shares of Restricted Stock shall bear the following legend prior to the lapse of any outstanding restrictions:

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THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE FREEDOM HOLDING CORP. 2018 EQUITY INCENTIVE PLAN, AND ANY AGREEMENTS ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

(c) Grantee represents and warrants that, as of the date hereof, he or she is an officer, employee or director of the Company or a Subsidiary.

(d) Grantee agrees that the obligation of the Company to issue Shares of Restricted Stock shall also be subject, as a condition precedent, to compliance with applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended, state on non-U.S. securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s Common Stock may be listed.

13. Waiver of Repurchase Option and Right of First Refusal .

The parties hereby waive any Repurchase Option or Right of First Refusal to which the Company may be entitled pursuant to Section 6.8 of the Plan.

14. No Advice Regarding Grant .

Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice Grantee may determine is needed or appropriate with respect to the Shares of Restricted Stock (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Grant, the advantages and disadvantages of making an election under Section 83(b) of the U.S. Internal Revenue Code with respect to the Grant, and the process and requirements for such an election). Neither the Company nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Agreement) or recommendation with respect to the Grant or the making of an election under Section 83(b) of the Code with respect to the Grant. In the event the Grantee desires to make an election under Section 83(b) of the Code with respect to the Grant, it is the Grantee’s sole responsibility to do so timely. Except for the withholding rights set forth in Paragraph 11 above, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Grant.

15. Modification of Agreement .

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

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16. Severability .

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

17. Governing Law .

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles thereof.

18. Successors in Interest .

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

19. Resolution of Disputes .

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes.

20. Entire Agreement .

This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Subsidiaries, and supersede all other agreements, whether written or oral, with respect to the Grant.

21. Headings .

The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

22. Counterparts .

This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.

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	FREEDOM HOLDING CORP.
	By:
		Timur Turlov, Chief Executive Officer
	GRANTEE
	By:
	Name:

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Exhibit 10.02

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

FREEDOM HOLDING CORP. 2018 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made as of ________ , 20__, between Freedom Holding Corp., a Nevada corporation (the “ Company ”), and ____________________ (the “ Optionee ”).

WHEREAS, the Board has determined to award to the Optionee the right and option to purchase shares of the Company’s Common Stock, par value $0.001 per share (the “ Common Stock ”) subject to restrictions stated herein (the “ Option ”) to encourage the Optionee’s efforts toward the continuing success of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

Nonqualified Stock Option

The Option is not intended to qualify as an incentive stock option under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended, or its predecessor (the “ Code ”).

Grant of Nonqualified Stock Option .

The Company hereby awards to Optionee an option to purchase ________ shares of Common Stock of the Company (the “Award”) on the following terms:

2.1 ____________ __, 20__, is the date of grant of the Option (“ Date of Award ”).

2.2 The purchase price of the shares of Common Stock subject to the Option shall be $__.__ per share (the “Exercise Price”).

3. Restrictions on Exercise

Subject to the Optionee’s continued employment with the Company or its Subsidiaries, the Option shall be exercisable as follows:

3.1 One-______ (1/_) of the shares of Common Stock issued subject to the Option (rounded down to the nearest whole Share, if necessary) shall become exercisable on each of the first _______ (_) anniversaries of the Date of Grant.

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4. Effect of Certain Terminations of Employment .

Notwithstanding Section 3, in the event of (i) the termination of the Optionee’s employment with the Company or its Subsidiaries (A) as a result of the Optionee’s death (B) by the Company due to the Optionee’s total and permanent disability, as determined by the Board (“ Disability ”), or (C) by the Company not for cause, or (ii) the occurrence of a Corporate Control (as defined in the Plan), the Option shall be deemed to be fully (100%) vested and exercisable as of immediately prior to the Optionee’s death, Disability, termination by the Company not for cause, or the Corporate Change.

5. Term of Option

The unexercised portion of the Option shall automatically and without notice terminate and become null and void at the earlier of (a) the tenth anniversary of the Date of Grant and (b) the earliest applicable time specified in Section 6.

6. Termination of the Option

Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

6.1 The termination of the Optionee’s employment with the Company or its Subsidiaries if the Optionee’s employment is terminated by the Company or its Subsidiaries for cause or by Optionee for any reason. For purposes of this Agreement, “cause” shall mean, (i) on account of fraud, embezzlement or other unlawful or tortious conduct, whether or not involving or against the Company or any affiliate, (ii) for violation of a policy of the Company or any affiliate, or (iii) for serious and willful acts or misconduct detrimental to the business or reputation of the Company or any affiliate;

6.2 The termination of Optionee’s employment with the Company or its Subsidiaries for any reason other than as provided in Section 6.1, 6.3, 6.4, 6.5 6.6 or 6.7; provided , however , that the portion of the Option granted to such Optionee which was exercisable immediately prior to such termination may be exercised until the earlier of (i) 30 days after Optionee’s termination of employment or (ii) the date on which such Option terminates or expires in accordance with the provisions of this Agreement (other than this Section 6);

6.3 The termination of Optionee’s employment with the Company or its Subsidiaries by reason of the Optionee’s death, or if the Optionee’s employment terminates in the manner described in Section 6.2 and the Optionee dies within such period for exercise provided for herein; provided , however , that any unvested portion of the Option shall vest upon the Optionee’s death and any unexercised portion of the Option shall become exercisable by the Optionee's executors or administrators, as provided in Section 10, or by the person to whom the Option passes (the Optionee’s “ Beneficiary ”) under such Optionee’s will (or, if applicable, pursuant to the laws of descent and distribution) until the earlier of (i) one year after the Optionee's death or (ii) the date on which such Option terminates or expires in accordance with the provisions of this Agreement (other than this Section 6);

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6.4 The termination of Optionee’s employment with the Company or its Subsidiaries by reason of total and permanent disability as determined by the Company’s Board (“Disability”); provided , however , that any unvested portion of the Option shall vest upon determination of Disability by the Company’s Board, and any unexercised portion of the Option shall become exercisable by the Optionee until the earlier of (i) one year after Optionee’s termination or (ii) the date on which such Option terminates or expires in accordance with the provisions of this Agreement (other than this Section 6);

6.5 The termination of the Optionee’s employment with the Company not for cause, provided , however , that any unvested portion of the Option shall vest upon such termination and any unexercised portion of the Option shall become exercisable by the Optionee until the earlier of (i) one year after Optionee’s termination or (ii) the date on which such Option terminates or expires in accordance with the provisions of this Agreement (other than this Section 6);

6.6 The occurrence of a Corporate Change (as defined in the Plan); provided , however , that the portion of the Option which remains outstanding and unexercised immediately prior to such Corporate Change immediately vest and shall be exercisable until the earlier of the date described in Section 5 and the first anniversary of the Corporate Change; or

6.7 The commission by the Optionee of an Act of Misconduct prior to such vesting. For purposes of this Agreement, an “ Act of Misconduct ” shall mean the occurrence of one or more of the following events: (x) the Optionee uses for profit or discloses to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (y) the Optionee breaches any contract with or violates any fiduciary obligation to the Company or any of its Subsidiaries, or (z) the Optionee engages in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of Optionee’s employment with, or status as a director to, the Company or any of its Subsidiaries.

7. Exercise of Option

The Option shall be exercised by the Optionee (or by the Optionee’s Beneficiary, as provided in Section 6, or by the Optionee’s executors or administrators, as provided in Section 10), subject to the provisions of the Plan and of this Agreement, as to all or part of the shares of Common Stock covered hereby, as to which the Option shall then be exercisable, by the giving of written notice of such exercise to the Company at its principal business office, accompanied by payment of the full purchase price for the shares being purchased. Payment of such purchase price shall be made by cash or by check payable to the Company.

The Company shall cause certificates for the shares so purchased to be delivered to the Optionee or the Optionee's Beneficiary, executors or administrators, as applicable, against payment of the purchase price, as soon as practicable following the Company's receipt of the notice of exercise.

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8. No Stockholder Rights

Neither the Optionee nor the Optionee’s Beneficiary, executors or administrators shall have any of the rights of a stockholder of the Company with respect to the shares subject to the Option until a certificate or certificates for such shares shall have been issued upon the exercise of the Option.

9. Restrictions on Transfer

The Option shall not be transferable by the Optionee other than to the Optionee's Beneficiary, executors or administrators by will or the laws of descent and distribution, and during the Optionee's lifetime shall be exercisable only by the Optionee. Any attempt to transfer or otherwise dispose of the Option in contravention of the restrictions set forth herein shall be null and void and without effect.

10. Exercisability in the Event of Optionee’s Death

In the event of the Optionee's death, the Option shall thereafter be exercisable (to the extent otherwise exercisable hereunder) only by the Optionee's Beneficiary, executors or administrators.

11. Changes in Capital Structure

The terms and conditions of the Option, including the number of shares and the class or series of capital stock which may be delivered upon exercise of the Option and the purchase price per share, are subject to adjustment as provided in Section 7 of the Plan.

12. Optionee’s Representations, Warranties and Covenants

12.1 Optionee represents and warrants that he or she is acquiring the Option and, when vested and exercised, the Common Stock underlying the Option, solely for his or her own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Optionee agrees that he or she will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of the Option or any Common Stock received upon exercise of the Option (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares of Restricted Stock), or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) thereunder, and in compliance with all applicable state or non-U.S. securities or “blue sky” laws. Optionee further understands, acknowledges and agrees that none of the Options, our upon exercise, the shares of Common Stock underlying the Options, may be transferred, sold, pledged, hypothecated or otherwise disposed of unless such disposition is in compliance with the applicable provisions of the Plan and this Agreement.

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12.2 Optionee acknowledges that any certificate evidencing the Options shall bear the following legend prior to the lapse of any outstanding restrictions

THIS OPTION IS SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE FREEDOM HOLDING CORP. 2018 EQUITY INCENTIVE PLAN, AND ANY AGREEMENTS ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO DISPOSE OF THIS OPTION IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

12.3 Optionee represents and warrants that, as of the date hereof, he or she is an officer, employee or director of the Company or a Subsidiary.

12.4 Optionee agrees that the obligation of the Company to issue shares upon the exercise of the Option shall also be subject, as a condition precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company's securities shall be listed.

13. No Advice Regarding Award .

Optionee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice Optionee may determine is needed or appropriate with respect to the Award (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award, the advantages and disadvantages of making an election under Section 83(b) of the U.S. Internal Revenue Code with respect to the Award, and the process and requirements for such an election). Neither the Company nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Agreement) or recommendation with respect to the Award or the making of an election under Section 83(b) of the Code with respect to the Award. In the event the Optionee desires to make an election under Section 83(b) of the Code with respect to the Award, it is the Optionee’s sole responsibility to do so timely. Except for the withholding rights set forth in Section 16 below, the Optionee is solely responsible for any and all tax liability that may arise with respect to the Award.

14. Waiver of Repurchase Option and Right of First Refusal .

The parties hereby waive any Repurchase Option or Right of First Refusal to which the Company may be entitled pursuant to Section 6.7 of the Plan.

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15. Optionee Bound by the Plan

The Option has been granted subject to the terms and conditions of the Plan, a copy of which has been provided to the Optionee and which the Optionee acknowledges having received and reviewed. Any conflict between this Agreement and the Plan shall be decided in favor of the provisions of the Plan. Any conflict between this Agreement and the terms of a written employment agreement for the Optionee that has been approved, ratified or confirmed by the Board shall be decided in favor of the provisions of such employment agreement. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement may not be amended in any manner adverse to the Optionee except by a written agreement executed by the Optionee and the Company.

16. Consent to Electronic Delivery

By executing this Agreement, the Optionee hereby consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by Commission rules. This consent may be revoked in writing by the Optionee at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to the Optionee.

17. Withholding of Taxes

The Company or any Subsidiary employing the Optionee has the authority and the right to deduct or withhold, or require the Optionee to remit to the Company or its Subsidiary, as applicable, an amount sufficient to satisfy federal, state, and local income and employment taxes (including the Optionee’s FICA obligation, or similar obligation) required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Option (or any portion thereof). The withholding requirement may be satisfied, in whole or in part, at the election of the Optionee by withholding from the shares of Common Stock otherwise issuable upon the exercise of the Option (or portion thereof) that number of shares having an aggregate fair market value (as defined in the Plan) on the date of the withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates, will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Optionee.

18. Notices

Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Freedom Holding Corp., Office 1704, 4B Building, “Nurly Tau” BC, 17 Al Farabi Ave, Almaty, Kazakhstan 050059, Attn. Evgeny Ler, Chief Financial Officer, or any other address designated by the Company in a written notice to the Optionee. Notices to the Optionee will be directed to the address of the Optionee then currently on file with the Company, or at any other address given by the Optionee in a written notice to the Company.

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19. Compliance with Section 409A of the Code

If any provision of this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code upon the vesting or exercise of the Option (or any portion thereof), such provision shall be restructured, to the minimum extent possible, in a manner determined by the Company (and reasonably acceptable to the Optionee) that does not cause such an accelerated or additional tax (including, if applicable, by increasing the purchase price of the shares of Common Stock subject to the Option to the reflect the “fair market value” of share of Common Stock on the Date of Grant, within the meaning of Section 409A of the Code and any Treasury Regulations or other IRS guidance promulgated thereunder).

20. No Right to Continued Employment

This Award does not constitute an employment contract. Nothing herein shall confer upon the Optionee the right to continue to serve as a director or officer to, or to continue as an employee or service provider of, the Company or any of its Affiliates for the length of the vesting schedule set forth in Section 3 or for any portion thereof.

21. Modification of Agreement .

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

22. Severability .

23. Governing Law .

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles thereof.

24. Successors in Interest .

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators and successors.

25. Resolution of Disputes .

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee, the Optionee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes.

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26. Entire Agreement .

This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Optionee and the Company and its Subsidiaries, and supersede all other agreements, whether written or oral, with respect to the Award.

27. Headings .

The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

28. Counterparts .

This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.

	FREEDOM HOLDING CORP.
	By:
		Timur Turlov, Chief Executive Officer

	OPTIONEE
	By:
	Name:

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