MYT Netherlands Parent B.V. (MYTE) 20-F2021 FY Annual report (foreign)

______________ (the “Grantee”).

______________ (the “Grant Date”).

______________________.

Initially, all of the Shares are non-transferable and subject to a substantial risk of forfeiture and are Restricted Shares. All of the Restricted Shares will become vested, and the risk of forfeiture will lapse, on December 31, 2021, subject to the Grantee’s continued service as a member of the Supervisory Board through such date.

Notwithstanding the foregoing, if a Change in Control occurs at any time during the Grantee’s service as a member of the Supervisory Board, the Restricted Shares, to the extent not previously vested, will become fully vested, and the risk of forfeiture will lapse, as of immediately prior to such Change in Control.

In the event of a termination of the Grantee’s service as a member of the Supervisory Board for any reason at any time prior to December 31, 2021, the Grantee’s right to vest in any Restricted Shares will be immediately forfeited as of the date of termination without any consideration or payment therefor. The Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing services as a member of the Supervisory Board for purposes of this award of Restricted Shares.

No payment is required for the Restricted Shares, although payment may be required for the amount of any Tax-Related Items as a result of the issuance of, or vesting of, the Restricted Shares, as described in this Award Agreement.

For purposes of this Award Agreement, the term “Share” means an Ordinary Share or, following the occurrence of an IPO, the number of ADSs equal to one Ordinary Share (but if the ratio of ADSs to Ordinary Shares is not 1:1, then the Shares subject to this award will automatically be adjusted to reflect the ratio of the ADSs to Ordinary Shares, as reasonably determined by the Committee), subject to the terms of the Plan.

The Restricted Shares shall be subject to the adjustment provisions of Section 1.6.3 of the Plan.

In the event of an IPO, the Grantee hereby consents to the conversion of the Shares granted pursuant to this Award Agreement, whether vested or unvested,

into ADSs, which shall be subject to the same vesting terms as set forth herein, and, the Grantee shall cooperate with the Company and use his or her best efforts to accommodate such conversion, including, without limitation, executing such customary documentation as reasonably determined by the Committee.

The Grantee hereby grants an irrevocable and unconditional power of attorney (volmacht) to the Company to take all the necessary actions on its behalf to transfer the Shares held by it to effectuate the conversion into ADS.

The issuance of the Shares to the Grantee shall be subject to the execution of notarial deed of issuance of shares, executed by the Grantee before a Dutch civil-law notary. Following execution of such deed, the Grantee will be recorded as holder of the Shares in the shareholders register of the Company.

The Grantee shall be the holder of the Shares until or unless such Shares are forfeited or sold or otherwise disposed of, and shall be entitled to all rights of a shareholder of the Company, including, without limitation, voting rights with respect to the Shares and the Grantee shall receive, when paid, any dividends on all of the Shares granted hereunder as to which the Grantee is the record holder on the applicable record date; provided, that (i) any cash or in-kind dividends paid with respect to any Shares which have not previously vested shall be withheld by the Company without interest and shall be paid to the Grantee only when, and if, such Shares shall become fully vested, and (ii) the Shares shall be subject to the limitations on transfer set forth herein.

The Grantee is advised to review with his/her own tax advisors the tax consequences for any Tax-Related Items in respect of the issuance of, or vesting of, the Restricted Shares. The Grantee hereby represents to the Company that he/she is relying solely on such advisors and not on any statements or representations of the Company, its Subsidiaries or Affiliates or any of their respective agents. The Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares or the subsequent sale of Shares following such vesting; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. The Grantee shall not make any claim against the Company or any other Subsidiary or Affiliate, or their respective board, officers or employees related to Tax-Related Items arising from the Restricted Shares. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the

Company, or its respective agents, at their discretion and with no obligation to do so, to satisfy any applicable withholding obligations with regard to Tax-Related Items by any of the means described in Section 3.2 of the Plan.

The Company may refuse to deliver the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

The Grantee may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise encumber the Restricted Shares (subject to adjustment as described above), other than to the extent provided in Section 3.5 of the Plan.

The Restricted Shares will be subject to any clawback policy that the Company may adopt from time to time in order to comply with applicable law or the listing standards of the Applicable Exchange and, in accordance with such policy, may be subject to the requirement that the Restricted Shares (or any proceeds therefrom) be repaid to the Company after they have been distributed to the Grantee, subject in all cases to applicable law.

The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, except that the Committee shall not make any amendment in a manner unfavorable to the Grantee (other than if immaterial or if required to facilitate compliance with applicable laws), without the Grantee’s consent. Any amendment of this Award Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by the Committee.

This Award Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governed by and in accordance with, the laws of Germany, without regard to conflict of law principles.

In connection with the issuance of the Shares contemplated by this Award Agreement, the Grantee hereby represents and warrants to the Company as follows:

In accepting the Restricted Shares, the Grantee acknowledges, understands and agrees that:

The Company is located at Einsteinring 9, 85609 Aschheim/Munich, Germany and grants service providers of the Company and its other Subsidiaries and Affiliates the opportunity to participate in the Plan, at the Company's sole discretion. If the Grantee would like to participate in the Plan, the Grantee understands that he or she should review the following information about the Company’s data processing practices.

Data Collection and Usage. The Company collects, processes and uses the Grantee’s personal data, including, but without limitation, name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), passport number,

salary, citizenship, job title, any Shares or directorships held in the Company, and details of all awards, canceled, vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee. If the Company offers the Grantee the opportunity to participate in the Plan, then the Company will collect the Grantee’s personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s legal basis for the processing of the Grantee’s personal data would be the Grantee’s consent.

Stock Plan Administration Service Providers. The Company may transfer personal data to a designated broker, an independent service provider, to assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Grantee’s personal data with another company that serves in similar capacities. The Company’s service providers may open an account for the Grantee. The Grantee may be asked to agree on separate terms and data processing practices with the applicable service providers, which, as it relates to Plan administration service provider, is a condition to the Grantee’s ability to participate in the Plan. The Grantee should note that his or her country may have enacted data privacy laws that are different from the service provider. The Company’s legal basis for the transfer of the Grantee’s personal data would be the Grantee’s consent.

Data Retention. The Company will use the Grantee’s personal data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Grantee’s personal data, the Company will remove it from it from its systems.

Voluntariness and Consequences of Consent Denial or Withdrawal. The Grantee’s participation in the Plan and the Grantee’s grant of consent is purely voluntary. The Grantee may deny or withdraw his or her consent at any time. If the Grantee does not consent, or if the Grantee withdraws his or her consent, the Grantee cannot participate in the Plan. This would not affect the Grantee’s base compensation as a director; the Grantee would merely forfeit the opportunities associated with the Plan.

Data Subject Rights. The Grantee has a number of rights under data privacy laws in his or her country. Depending on where the Grantee is based, his or her rights may include the right to (i) request access or copies of personal data the Company processes, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing, (v) portability of data, (vi) to lodge complaints with competent authorities in the Grantee’s country, and/or (vii) a list with the names and addresses of any potential recipients of the Grantee’s personal data. To receive clarification regarding the Grantee’s rights or to exercise the rights, the Grantee should please contact the Company at Attn: Share Plan Administrator, Einsteinring 9, 85609 Aschheim/Munich, Germany.

The Grantee also understands that the Company may rely on a different legal basis for the processing or transfer of data in the future and/or request the Grantee to provide another data privacy consent. If applicable and upon

request of the Company, the Grantee agrees to provide an executed acknowledgement or data privacy consent form to the Company (or any other acknowledgements, agreements or consents) that the Company may deem necessary to obtain under the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands that he or she will not be able to participate in the Plan if the Grantee fails to execute any such acknowledgement, agreement or consent requested by the Company.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

The Grantee acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Award Agreement. Furthermore, if the Grantee has received this Award Agreement, or any other document related to the Restricted Shares and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Notwithstanding any provisions in this Award Agreement, the Restricted Shares shall be subject to any additional terms and conditions set forth in any Addendum to this Award Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Grantee, to the extent the Committee determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes part of this Award Agreement.

The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Restricted Shares and on any Shares subject thereto that become vested, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Depending on the Grantee’s country, the Grantee may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Grantee’s ability to, directly or indirectly, acquire, sell or attempt to sell Shares or otherwise dispose of Shares or rights to Shares (e.g., Restricted Shares) under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or the Grantee’s country). The Grantee could be prohibited from (i) disclosing the inside information to any third party, which may include employees (other than on a “need to know” basis); (ii) “tipping” third parties or causing them to otherwise buy or sell securities; and (iii) cancelling or amending orders the Grantee placed before he or she possessed inside information. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee is responsible for

ensuring the Grantee’s compliance with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.

The Grantee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by the Grantee or any other grantee.

As set forth in the Plan.