Xcyte Digital Corp. Shareholders Approve Omnibus Equity Incentive Plan

POMPANO BEACH, FL / ACCESSWIRE / September 16, 2024 / Xcyte Digital Corp. (TSXV:XCYT) ("Xcyte" or the "Company"), a trusted global events technology company, specializing in next-generation event solutions, announces that at the Company's annual general and special meeting held on August 28, 2024, the disinterested shareholders of the Company approved certain amendments to the Company's omnibus equity incentive plan (the "Plan") to, among other things:

Foto: Accesswire

• change the Plan from a "rolling" 10% plan to a "fixed" plan, pursuant to which the maximum number of subordinate voting shares (each, a "Share") reserved for issuance pursuant to awards granted under the Plan will be fixed at a maximum of 17,754,000, representing 20% of the issued and outstanding Shares as at July 22, 2024;

• describe, in more detail, the "cashless exercise" mechanics under the Plan, to reflect that the board of directors of the Company (the "Board") may, on terms established by it in its sole discretion and in accordance with policies of the TSX Venture Exchange (the "TSXV"), permit a stock option (an "Option") to be exercised by way of a "cashless exercise" basis, as further provided in the Plan, including, if the Company is listed on the TSXV, Section 4.8(d)(i) of TSXV Policy 4.4, which provides that: (a) the Company may have an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant (as defined in the Plan) to purchase the Shares underlying the Options, (b) the brokerage firm then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant, and (c) the brokerage firm receives an equivalent number of Shares from the exercise of the Options and the Participant then receives the balance of the Shares or the cash proceeds from the balance of such Shares;

• describe, in more detail, the "net exercise" mechanics under the Plan, to reflect that that the Board may, in its sole discretion and in accordance with TSXV policies (including, if the Company is listed on the TSXV, Section 4.8(d)(ii) of TSXV Policy 4.4), permit Options held by a Participant who is not an Investor Relations Service Provider (as defined in the Plan) to be exercised on a "net exercise" basis such that the Participant receives only the number of Shares underlying such Options as is equal to the quotient obtained by dividing (a) the product of the number of Options being exercised multiplied by the difference between: (i) the volume weighted average trading price of the Shares on the TSXV, calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the subject Option (the "VWAP"), and (ii) the exercise price of such Options; by (b) the VWAP;