Scheme Implementation Agreement, dated March 9, 2024, by and between PAR Technology Corporation and TASK Group Holdings Limited

Details		1
General terms		2
1	Definitions and interpretation	2
1.1	Definitions	2
1.2	General interpretation	14
2	Agreement to propose and implement Scheme	15
2.1	Target to propose Scheme	15
2.2	Nomination of acquirer Subsidiary	15
2.3	Agreement to implement Scheme	15
3	Conditions Precedent	15
3.1	Conditions Precedent	15
3.2	Reasonable endeavours	19
3.3	Regulatory matters	19
3.4	Waiver of Conditions Precedent	20
3.5	Notices in relation to Conditions Precedent	21
3.6	Deferral of Second Court Date	21
3.7	Consultation on failure of Condition Precedent	21
3.8	Failure to agree	22
3.9	Exception	22
4	Transaction steps	22
4.1	Scheme	22
4.2	Scheme Consideration	23
4.3	Scheme Consideration election mechanism	23
4.4	Provision of election updates and Target Share information	23
4.5	Employee incentives	23
4.6	New Bidder Shares to rank equally	24
4.7	No amendment to the Scheme without consent	24
4.8	Securities Act Exemption	24
4.9	Australian Tax rollover	25
5	Implementation	25
5.1	General obligations	25
5.2	Target’s obligations	25
5.3	Bidder’s obligations	29
5.4	Scheme Booklet responsibility statement	30
5.5	Disagreement on content of Scheme Booklet	30
5.6	Verification	31
5.7	Conduct of Court proceeding	31
5.8	Appeal process	31
5.9	No partnership or joint venture	31
6	Target Board recommendation	31
6.1	Recommendation	31
6.2	No withdrawal or change	31

6.3	Withdrawal or change of recommendation	32
7	Directors and employees	32
7.1	Release of Target and Target directors and officers	32
7.2	Benefit for Target Indemnified Parties	32
7.3	Release of Bidder and Bidder directors and officers	32
7.4	Benefit for Bidder Indemnified Parties	33
7.5	Appointment/retirement of Target directors	33
7.6	Target Group insurance	33
7.7	Period of undertaking	34
7.8	Benefit of undertaking for Target Group	34
8	Conduct of business	34
8.1	Overview	34
8.2	Target specific obligations	34
8.3	Target prohibited actions	35
8.4	Exceptions to conduct of business provisions	37
8.5	Bidder specific obligations	37
8.6	Access to people and Target Information	38
8.7	Change of control	38
9	Exclusivity	39
9.1	Termination of existing discussions	39
9.2	No-shop	39
9.3	No-talk	39
9.4	No due diligence	40
9.5	Exceptions	40
9.6	Further exceptions	40
9.7	Notice of approach and information	40
9.8	Matching right	41
9.9	Bidder counterproposal	42
9.10	Target Board determination	42
9.11	Compliance with law	42
9.12	Legal advice	43
10	Break Fee	43
10.1	Background	43
10.2	Payment by Target to Bidder	43
10.3	No amount payable if Scheme becomes Effective	43
10.4	Timing of payment	44
10.5	Nature of payment	44
10.6	Reduction in amount payable	44
10.7	Compliance with law	44
10.8	Break Fee payable once	45
11	Reverse Break Fee	45
11.1	Background	45
11.2	Payment by Bidder to Target	45
11.3	No amount payable if Scheme becomes Effective	45
11.4	Timing of payment	46
11.5	Nature of payment	46
11.6	Reduction in amount payable	46
11.7	Compliance with law	46
11.8	Reverse Break Fee payable once	47

12	Representations and warranties	47
12.1	Target’s representations and warranties	47
12.2	Target's indemnity	49
12.3	Bidder’s representations and warranties	49
12.4	Bidder’s indemnity	51
13	Termination	52
13.1	Termination events	52
13.2	Termination	52
13.3	Effect of Termination	52
13.4	Damages	53
14	Public announcements	53
14.1	Public announcement of Scheme	53
14.2	Required disclosure	53
14.3	Other announcements	53
15	Confidential Information	53
15.1	Confidentiality Agreement	53
15.2	Survival of obligations	53
15.3	US Securities Law acknowledgement	53
16	Notices and other communications	54
16.1	Form	54
16.2	Delivery	54
16.3	When effective	54
16.4	When taken to be received	54
16.5	Receipt outside business hours	54
17	GST	55
17.1	Definitions and interpretation	55
17.2	GST exclusive	55
17.3	Payment of GST	55
17.4	Adjustment events	55
17.5	Reimbursements	55
18	Costs	55
18.1	Costs	55
18.2	Stamp duty and registration fees	55
18.3	Withholding tax	56
19	General	57
19.1	Variation and waiver	57
19.2	Consents, approvals or waivers	57
19.3	Discretion in exercising rights	57
19.4	Partial exercising of rights	57
19.5	Conflict of interest	57
19.6	Remedies cumulative	58
19.7	Indemnities and reimbursement obligations	58
19.8	Inconsistent law	58
19.9	Supervening law	58
19.10	Counterparts	58
19.11	Entire agreement	58

19.12	Further steps	58
19.13	No liability for loss	58
19.14	Severability	58
19.15	Rules of construction	59
19.16	Assignment	59
19.17	Enforceability	59
19.18	Specific Performance	59
19.19	No representation or reliance	59
20	Governing law	59
20.1	Governing law and jurisdiction	59
20.2	Serving documents	60

Schedule 1	Timetable (clause 5.1)	61
Signing pages		62
Annexure A	Scheme of Arrangement	64
Annexure B	Deed Poll	0

Parties	Bidder and Target
Bidder	Name	PAR Technology Corporation
	Formed in	State of Delaware, United States
	Address	8383 Seneca Turnpike, New Hartford, New York 13413
	Email	***@***
	Attention	Bryan Menar
	Copy to: Address	Clayton Utz Level 28, Riparian Plaza 71 Eagle Street Brisbane QLD 4000 Australia
	Email	***@***; ***@***
	Attention	Andrew Hay, Partner
Target	Name	TASK Group Holdings Limited
	ACN	605 696 820
	Address	Suite 16, 90 Mona Vale Road, Mona Vale NSW 2103 Australia
	Email	***@***
	Attention	Daniel Houden
	Copy to:	King & Wood Mallesons
	Address	Level 61, Governor Phillip Tower 1 Farrer Place, Sydney NSW 2000 Australia
	Email	***@***
	Attention	Anthony Boogert, Partner
Governing law	New South Wales
Recitals	A        Target and Bidder have agreed to undertake a merger by means of a members’ scheme of arrangement under Part 5.1 of the Corporations Act.
	B        At the request of Bidder, Target intends to propose the Scheme and issue the Scheme Booklet.
	C       Target and Bidder have agreed to implement the Scheme on the terms and conditions of this document.

1.1	Definitions

(a)

the contents of the Bidder Data Room (including all written responses to requests for information), as at 5.00pm on 7 March 2024 (or another date and time agreed by Target and Bidder in writing); and

(b)

the Bidder Disclosure Letter.

(a)

any matter Disclosed;

(b)

any matter, event or circumstance arising from changes in general economic or political conditions, the securities market in general or law, other than where such matters have a disproportionately adverse impact on the Bidder Group as compared to other comparable participants in the markets in which the Bidder Group operates;

(c)

any change in law, taxation, interest rates or general economic conditions which impact on Target and Bidder in a similar manner;

(d)

any change in generally accepted accounting principles or the interpretation of them;

(e)

any change occurring directly or indirectly as a result of any matter, event or circumstance expressly required by this document, the Scheme or the transaction contemplated by them;

(f)

arising out of any act of terrorism, outbreak or escalation of war (whether or not declared) or major hostilities, an act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, other natural disaster or adverse weather conditions or the like; or

(g)

any change occurring with the written consent of Target.

(a)

(conversion) Bidder converts all or any of its shares of capital stock into a larger or smaller number of shares;

(b)

(reduction of share capital) Bidder resolves to reduce its share capital in any way or resolves to reclassify, combine, split, buy-back, redeem or repurchase directly or indirectly any of its shares, other than repurchases or redemptions of incentive equity or otherwise in the ordinary course of its business;

(c)

(distribution) Bidder makes or declares, or announces an intention to make or declare, any distribution (whether in cash or in specie);

(d)

(issuing or granting shares or options) any member of the Bidder Group:

(i)

issues Bidder Shares or securities convertible into Bidder Shares;

(ii)

grants an option over Bidder Shares; or

(iii)

agrees to make such an issue or grant such an option,

(iv)

in connection with any actual or proposed acquisition by the Bidder Group of any business or assets;

(v)

the issuance of equity incentive grants to employees, service providers and consultants in the ordinary course of business;

(vi)

the issuance of Bidder Shares that would not, individually, exceed 20% of the issued and outstanding Bidder Shares as of the time of issuance;

(vii)

in connection with the financing of the transactions contemplated by this Scheme; or

(viii)

on arms’ length terms (including any public offering or private placement negotiated with an unaffiliated third party reflecting a market discount),

(e)

(securities or other instruments) any member of the Bidder Group issues or agrees to issue debt securities or other debt instruments convertible into Bidder Shares in each case to a person outside the Bidder Group, other than:

(i)

the issuance of securities that would not, individually, exceed 20% of the issued and outstanding Bidder Shares as of the time of issuance;

(ii)

in connection with the financing of the transactions contemplated by this Scheme; or

(iii)

on arms’ length terms (including any public offering or private placement negotiated with an unaffiliated third party reflecting a market discount),

(f)

(charter) Bidder adopts a new charter or modifies or repeals its charter or a provision of it other than any amendment that does not adversely affect the terms of the New Bidder Shares (for the avoidance of doubt, any amendment or modification in connection with, or to reflect the terms of, any equity issuance permitted by paragraphs (d) and (e) shall not be an amendment that adversely affects the terms of the New Bidder Shares);

(g)

(merger) Bidder merges or consolidates with any other person, or restructures, reorganises or completely or partially liquidates or dissolves itself, in any such case, if that change has a material adverse effect on the terms of the New Bidder Shares; or

(h)

(Insolvency) Bidder or any of its material Subsidiaries becomes Insolvent,

(i)

where the event was Disclosed;

(j)

where the event is required by law, regulation, changes in generally accepted accounting principles, or by an order of a court or Regulatory Authority; or

(k)

where Target has requested or approved in writing the proposed event (which approval will not be unreasonably withheld, delayed or conditioned).

(a)

any cash and cash equivalents held by Target or any member of the Target Group in escrow or trust for any other person; and

(b)

restricted cash, that is cash reserved for a specific purpose and therefore not readily available for immediate or general business (including restricted cash for bank guarantees, funds deposited with vendors/suppliers, utility companies, and cash deposited under protest).

(a)

directly or indirectly, acquire an interest or Relevant Interest in or become the holder of, or otherwise acquire or have a legal, beneficial or economic interest in (including an economic interest by way of one or more derivative contracts, an economic swap, contract for difference or similar transaction or arrangement), or acquire control of, 20% or more of the Target Shares (other than as custodian, nominee or bare trustee);

(b)

acquire control of Target, within the meaning of section 50AA of the Corporations Act;

(c)

directly or indirectly acquire, obtain a right to acquire, or otherwise obtain a legal, beneficial or economic interest in, or control of, all or a substantial part or a material part of the assets of or business conducted by the Target Group;

(d)

otherwise acquire, amalgamate or merge (including by a reverse takeover bid or dual listed company structure) with Target; or

(e)

require Target to abandon, or otherwise fail to proceed with, the Scheme.

(a)

in the Target Due Diligence Information or the Bidder Due Diligence Information (as applicable);

(b)

in the case of Target, in any announcement made by Target on ASX in the 6 months prior to the date of this document (other than any forward looking, projected or hypothetical information); or

(c)

in the case of Bidder, in Bidder’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC and in any statement, prospectus, report, schedule or another form filed thereafter with the SEC by Bidder pursuant to the Securities Act or the Exchange Act 2 Business Days prior to the date of this document (other than any forward looking, projected or hypothetical information).

(a)

the termination of this document in accordance with its terms; and

(b)

the End Date.

(a)

if the person is incorporated, registered or otherwise subject to the insolvency laws of Australia:

(i)

it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);

(ii)

it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to any part of its property;

(iii)

it is subject to any arrangement (including a deed of company arrangement or scheme of arrangement), assignment, moratorium, compromise or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this document);

(iv)

an application or order has been made (and in the case of an application which is disputed by the person, it is not stayed, withdrawn or dismissed within 14 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of the things described in any of the above paragraphs;

(v)

it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand;

(vi)

it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this document reasonably deduces it is so subject); or

(vii)

it is otherwise unable to pay its debts when they fall due; or

(b)

if the person is incorporated, registered or otherwise subject to the insolvency laws of a jurisdiction outside Australia, something having a substantially similar effect to any of the things described in the above paragraphs happens in connection with that person under the law of any jurisdiction.

(a)

trademarks, service marks, brand names, internet domain names, internet and social media usernames, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application;

(b)

inventions, discoveries and ideas, whether patentable or not, in any jurisdiction;

(c)

patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction;

(d)

non-public information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person;

(e)

writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction;

(f)

rights of publicity, likeness rights, or other similar personality rights;

(g)

registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and

(h)

any similar intellectual property or proprietary rights in any jurisdiction.

(a)

in respect of Bidder, the rules and regulations applicable to companies listed on the NYSE that are contained in its Listed Company Manual; and

(b)

in respect of Target, the Listing Rules of ASX and any other applicable rules of ASX modified to the extent of any applicable express written waiver by ASX.

(a)

in relation to a contract or commitment (or series of related contracts or commitments) requiring payments by the Target Group, a contract or commitment requiring annual payments in excess of A$500,000 (excluding GST) and excludes an employment agreement entered into by the Target Group; or

(b)

in relation to a contract or commitment (or series of related contracts or commitments) projecting revenue for the Target Group, a contract or commitment (or series of related contracts or commitments) that generates or is projected or expected to generate annual gross revenue in excess of A$500,000 (excluding GST).

(a)

ASX, ACCC, ASIC,  the Takeovers Panel, FIRB and OIO;

(b)

a government or governmental, semi-governmental or judicial entity or authority;

(c)

a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government;

(d)

quasi-governmental, self-regulatory agency, commission or authority, including any national securities exchange or national quotation system; and

(e)

any regulatory organisation established under statute.

(a)

a Related Body Corporate;

(b)

a director, officer or employee of the party or any of the party’s Related Bodies Corporate; or

(c)

an adviser to the party or any of the party’s Related Bodies Corporate, where an “adviser” means, in relation to an entity, a financier, financial adviser, corporate adviser, legal adviser, or technical or other expert adviser or consultant who provides advisory services in a professional capacity and who has been engaged by that entity.

(a)

is a subsidiary of the first entity within the meaning of the Corporations Act; and

(b)

is part of a consolidated entity constituted by the first entity and the entities it is required to include in the consolidated financial statements it prepares or would be, if the first entity was required to prepare consolidated financial statements.

(a)

reasonably capable of being completed on a reasonable timeline taking into account all aspects of the Competing Transaction, including its conditions; and

(b)

if completed substantially in accordance with its terms, is more favourable to Target Shareholders than the Scheme, taking into account all aspects of the Competing Transaction, including the identity, reputation and financial condition of the person making such proposal, the consideration, legal, regulatory and financial matters, certainty and any other matters affecting the probability of the relevant proposal being completed in accordance with its terms.

(a)

the contents of the Target Data Room (including all written responses to requests for information), as at 5.00pm on 7 March 2024 (or another date and time agreed by Target and Bidder in writing); and

(b)

the Target Disclosure Letter.

(a)

vested such that:

(i)

those Target ESS Interests are or become Target Shares that are not subject to vesting requirements or related restrictions; or

(ii)

cash equivalent payments are made to the relevant former Target ESS Interest Holder in respect of those Target ESS Interests; or

(b)

otherwise vested, forfeited, lapsed, cancelled or waived (as applicable), including arising from, or following, the provision of a cash equivalent payment to the holder of the relevant Target ESS Interests,

(c)

the existing terms of the relevant Target ESS Interests;

(d)

any regulatory or legal requirements or restrictions including the applicable Listing Rules (and subject to any waivers that can be obtained); and

(e)

any amendments considered necessary or desirable by the Target (acting reasonably) to give effect to that proposal,

(a)

any matter Disclosed;

(b)

any matter, event or circumstance arising from changes in general economic or political conditions, the securities market in general or law, other than where such matters have a disproportionately adverse impact on the Target Group as compared to other comparable participants in the markets in which the Target Group operates;

(c)

any change in law, taxation, interest rates or general economic conditions which impact on Target and Bidder in a similar manner;

(d)

any change in generally accepted accounting principles or the interpretation of them;

(e)

any change occurring directly or indirectly as a result of any matter, event or circumstance expressly required by this document, the Scheme or the transaction contemplated by them (in each case, other than the termination, notice of termination or any materially adverse amendment or modification, of any contract or contracts (including a Material Contract) that, in aggregate, represent annual revenue to the Target Group in excess of A$2,000,000 (excluding GST and based on revenue to the Target Group over the 12 months prior to the date of this document));

(f)

arising out of any act of terrorism, outbreak or escalation of war (whether or not declared) or major hostilities, an act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, other natural disaster or adverse weather conditions or the like;

(g)

any matter, event or circumstance arising from a payment:

(ii)

as a result of purchasing run-off insurance policy (of the type, scope and length contemplated by clause 7.6); or

(iii)

made in accordance with clause 4.5; or

(h)

any change occurring with the written consent of Bidder.

(a)

(conversion) Target converts all or any of its shares into a larger or smaller number of shares;

(b)

(reduction of share capital) Target or another member of the Target Group resolves to reduce its share capital in any way or resolves to reclassify, combine, split or redeem or repurchase directly or indirectly any of its shares;

(c)

(buy-back) Target or another member of the Target Group:

(i)

enters into a buy-back agreement; or

(ii)

resolves to approve the terms of a buy-back agreement under the Corporations Act;

(d)

(distribution) Target makes or declares, or announces an intention to make or declare, any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie);

(e)

(issuing or granting shares or options) any member of the Target Group:

(i)

issues shares;

(ii)

grants an option over its shares; or

(iii)

agrees to make such an issue or grant such an option,

(f)

(securities or other instruments) any member of the Target Group issues or agrees to issue securities or other instruments convertible into shares or other securities (including equity or debt securities) in each case to a person outside the Target Group;

(g)

(constitution) Target adopts a new constitution or modifies or repeals its constitution or a provision of it;

(h)

(Encumbrances) other than in the ordinary course of business and consistent with past practice, any member of the Target Group creates, or agrees to create, any Encumbrance over any part of its business or property;

(i)

(merger) any member of the Target Group merges or consolidates with any other person, or restructures, reorganises or completely or partially liquidates or dissolves itself;

(j)

(acquisitions, disposals or tenders) other than in respect of assets acquired for resale in the ordinary course of business, any member of the Target Group:

(i)

acquires or disposes of;

(ii)

agrees to acquire or dispose of; or

(iii)

offers, proposes, announces a bid or tenders for,

(k)

(Insolvency) Target or any of its Related Bodies Corporate becomes Insolvent,

(l)

where the event was Disclosed;

(m)

to the extent any member of Target Group is required to undertake the event in connection with the Scheme or this document, or is otherwise expressly permitted or contemplated by the Scheme or this document;

(n)

where the event is the issue of shares, on the exercise of rights or options under an employee or executive share scheme, which rights or options (i) had vested in the ordinary course and were capable of exercise in accordance with the terms of the relevant plan, or (ii) were vested in accordance with clause 4.5;

(o)

where the event is the Permitted Target ESS Issuance;

(p)

where the event relates to a distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie) where the recipient of that distribution is the Target or another member of the Target Group;

(q)

where the event is required by law, regulation, changes in generally accepted accounting principles, or by an order of a court or Regulatory Authority; or

(r)

where Bidder has requested or approved in writing the proposed event (which approval will not be unreasonably withheld, delayed or conditioned).

1.2	General interpretation

(a)

the singular includes the plural and vice versa;

(b)

a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether the document is in the form of an agreement, deed or otherwise);

(c)

a reference to a document also includes any variation, replacement or novation of it;

(d)

the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions;

(e)

a reference to “person” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation;

(f)

a reference to a particular person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(g)

a reference to a time of day is a reference to Sydney time;

(h)

a reference to $, A$ or AUD is a reference to the currency of Australia,  US$ or USD is a reference to the currency of the United States of America, and NZ$ or NZD is a reference to the currency of New Zealand;

(i)

a reference to “law” includes common law, principles of equity and legislation (including regulations);

(j)

a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them;

(k)

a reference to “regulations” includes instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances and proclamations);

(l)

a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them individually; and

(m)

a reference to any thing (including an amount) is a reference to the whole and each part of it.

2.1	Target to propose Scheme

2.2	Nomination of acquirer Subsidiary

(a)

the parties must procure that the Target Shares transferred under the Scheme are transferred to Bidder Nominee rather than Bidder;

(b)

Bidder must procure that Bidder Nominee complies with all of the relevant obligations of Bidder under this document and the Scheme; and

(c)

the nomination will not relieve Bidder of its obligations under this document, including the obligation to provide (or procure the provision of) the Scheme Consideration in accordance with the terms of the Scheme provided that Bidder will not be in breach of this document for failing to perform an obligation of Bidder if that obligation is fully discharged by Bidder Nominee.

2.3	Agreement to implement Scheme

3.1	Conditions Precedent

	Condition Precedent				Party entitled to benefit		Party responsible
	(a)		(Regulatory Approvals) before 8.00am on the Second Court Date, all Regulatory Approvals which the parties (acting reasonably) agree are reasonably necessary or desirable to implement the Scheme are obtained, and those consents, approvals or other acts have not been withdrawn or revoked at that time.		Both		Both
	(b)		(FIRB approval) before 5.00pm on the Business Day before the Second Court Date either: (i)      the Treasurer (or the Treasurer’s delegate) has provided a written no objection notification to the Scheme either without conditions or with conditions acceptable to Bidder (having regard to clauses 3.3(a)(v) and 3.3(a)(vi)); or (ii)   following notice of the proposed Scheme having been given by Palmer to the Treasurer under the FIRB Act, the Treasurer has ceased to be empowered to make any order under Part 3 of the FIRB Act because the applicable time limit on making orders and decisions under the FIRB Act has expired.		Cannot be waived		Bidder
	(c)		(OIO approval) either: (i) before 5.00pm on the Business Day before the Second Court Date, Bidder has received all consents required under the Overseas Investment Act 2005 (NZ) and the Overseas Investment Regulations 2005 (NZ) for the implementation of the Scheme either unconditionally or subject only to conditions imposed by the OIO that are substantially the same as the conditions of a kind commonly imposed by the OIO on such a consent and referred to as the 'Standard Conditions', and such consents have not been withdrawn or revoked at that time; or (ii) Bidder satisfies Target (acting reasonably) that no such consent is required (including because an exemption is available).		Cannot be waived		Bidder
	(d)		(Target Shareholder approval) Target Shareholders approve the Scheme by the requisite majorities in accordance with the Corporations Act (except to the extent the Court has ordered under s411(4)(a)(ii)(A) that the Headcount Test be disregarded as contemplated by clause 3.6).		Cannot be waived		Target

	Condition Precedent				Party entitled to benefit		Party responsible
	(e)		(Class Ruling) Before 8.00am on the Second Court Date, Target has received confirmation from the ATO that it is prepared to issue a Class Ruling, in a form and substance satisfactory to Target (acting reasonably).		Target		Target
	(f)		(Court approval) the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act.		Cannot be waived		Target
	(g)		(Regulatory intervention) no Court or Regulatory Authority has issued an order, temporary restraining order, preliminary or permanent injunction, decree or ruling or taken any action enjoining, restraining or otherwise imposing a legal restraint or prohibition preventing the Scheme and none of those things is in effect as at 8.00am on the Second Court Date.		Both		Both
	(h)		(Independent Expert) the Independent Expert issues a report which concludes that the Scheme is in the best interests of Scheme Participants before the date on which the Scheme Booklet is lodged with ASIC and does not formally change its conclusion or withdraw its report before 8.00am on the Second Court Date.		Target		Target
	(i)		(No Target Prescribed Event) no Target Prescribed Event occurs between the date of this document and 8.00am on the Second Court Date.		Bidder		Target
	(j)		(No Bidder Prescribed Event) no Bidder Prescribed Event occurs between the date of this document and 8.00am on the Second Court Date.		Target		Bidder
	(k)		(No Target Material Adverse Effect) no Target Material Adverse Effect occurs between the date of this document and 8.00am on the Second Court Date.		Bidder		Target
	(l)		(No Bidder Material Adverse Effect) no Bidder Material Adverse Effect occurs between the date of this document and 8.00am on the Second Court Date.		Target		Bidder
	(m)		(Target Representations and Warranties) (i)      the Target Representations and Warranties set out in clauses 12.1(a), 12.1(b), 12.1(c), 12.1(d) and 12.1(e) are true and correct as of the date of this document and as of 8.00am on the Second Court Date, except where expressed to be operative at another date; and		Bidder		Target

	Condition Precedent				Party entitled to benefit		Party responsible
			(ii)      all other Target Representations and Warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Target Material Adverse Effect) are true and correct as of the date of this document and as of 8.00am on the Second Court Date, except where expressed to be operative at another date and except where the failure of such Target Representations and Warranties to be true and correct has not and would not reasonably be expected to have, individually or in the aggregate, an Target Material Adverse Effect.
	(n)		(Bidder Representations and Warranties) (i)      the Bidder Representations and Warranties set out in clauses 12.3(a), 12.3(b), 12.3(c), 12.3(d) and 12.3(e) are true and correct  as of the date of this document and as of 8.00am on the Second Court Date, except where expressed to be operative at another date; and (ii)     all other Bidder Representations and Warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Bidder Material Adverse Effect) are true and correct as of the date of this document and as of 8.00am on the Second Court Date, except where expressed to be operative at another date and except where the failure of such Bidder Representations and Warranties to be true and correct has not and would not reasonably be expected to have, individually or in the aggregate, a Bidder Material Adverse Effect.		Target		Bidder
	(o)		(New Bidder Shares) before 8.00am on the Second Court Date, the New Bidder Shares have been approved for listing on the NYSE, subject only to official notice of issuance.		Target		Bidder
	(p)		(Minimum elections) valid elections to receive Scheme Scrip Consideration have been received by the Target from Target Shareholders and are not withdrawn prior to the Election Date which, based on the Target Shareholders holdings in the Target's register as at 5.00pm on the date which is two Business Days prior to the Second Court Date, such that Scheme Scrip Consideration will comprise at least 18% of the aggregate Scheme Consideration.		Bidder		N/A

3.2	Reasonable endeavours

(a)

each of the Conditions Precedent for which it is a party responsible (as noted in clause 3.1):

(i)

is satisfied as soon as practicable after the date of this document; and

(ii)

continues to be satisfied at all times until the last time it is to be satisfied (as the case may require); and

(b)

there is no occurrence within its control or the control of any of its Subsidiaries that would prevent any of the Conditions Precedent in clause 3.1 being or remaining satisfied.

3.3	Regulatory matters

(a)

Without limiting clause 3.2, each party:

(i)

(applying for Regulatory Approvals) must promptly apply for all relevant Regulatory Approvals and provide each other party with a copy of those applications (provided that any commercially sensitive information may be redacted from the copy provided);

(ii)

(Regulatory Approvals process) must take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information at the earliest practicable time;

(iii)

(representation) has the right to be represented and make submissions at any meeting with any Regulatory Authority relating to a Regulatory Approval; and

(iv)

(consultation) must, to the extent reasonable and practicable to do so, consult with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Regulatory Authority relating to any Regulatory Approval and:

(A)

provide the other party with drafts of any material written communications to be sent to a Regulatory Authority and make any amendments as the other party reasonably requires; and

(B)

provide copies of any material written communications sent to or received from a Regulatory Authority to the other party promptly upon despatch or receipt (as the case may be),

(v)

(Regulatory Authority) subject to clause 3.3(a)(vi), must promptly consider in good faith any undertakings or conditions proposed by the relevant Regulatory Authority to the extent they are (provided, that Target shall not agree to any undertaking or condition without the consent of Bidder):

(A)

reasonably necessary to obtain the relevant Regulatory Approval;

(B)

do not require any divestiture, hold separate order or similar agreements by the Bidder Group or Target Group (as applicable); and

(C)

could not reasonably be expected to have a material adverse effect on the assets and liabilities (taken as a whole), financial condition, business or results of operations of the Bidder Group (taken as a whole) or Target Group (taken as a whole),

(vi)

in respect of Bidder only, must offer and agree or accept, the standard tax conditions published at the date of this document in section D of Guidance Note 12 issued by FIRB from time to time.

(b)

Before providing any document or other information to the other parties (in this clause 3.3(b), the “Recipient”) pursuant to clause 3.3(a) or 8.6, a party (in this clause 3.3(b), the “Discloser”) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (“Sensitive Commercial Information”) if the Discloser reasonably believes that:

(i)

the Sensitive Commercial Information is of a commercially sensitive nature; or

(ii)

the disclosure of the Sensitive Commercial Information to the Recipient would be damaging to the commercial or legal interests of the Discloser or any of its related bodies corporate,

3.4	Waiver of Conditions Precedent

(a)

A Condition Precedent may only be waived in writing by the party or parties entitled to the benefit of that Condition Precedent as noted in clause 3.1 and will be effective only to the extent specifically set out in that waiver.

(b)

A party entitled to waive the breach or non-fulfilment of a Condition Precedent under this clause 3.4 may do so in its absolute discretion.

(c)

If either Target or Bidder waives the breach or non-fulfilment of a Condition Precedent in accordance with this clause 3.4, then:

(i)

subject to clause 3.4(c)(ii), that waiver precludes that party from suing the other for any breach of this document arising as a result of the breach or non-fulfilment of that Condition Precedent or arising from the same event which gave rise to the breach or non-fulfilment of that Condition Precedent; but

(ii)

if the waiver of the Condition Precedent is itself conditional and the other party:

(A)

accepts the condition, the terms of that condition apply notwithstanding any inconsistency with clause 3.4(c)(i); or

(B)

does not accept the condition, the Condition Precedent has not been waived.

(d)

A waiver of a breach or non-fulfilment in respect of a Condition Precedent does not constitute:

(i)

a waiver of a breach or non-fulfilment of any other Condition Precedent arising from the same event; or

(ii)

a waiver of a breach or non-fulfilment of that Condition Precedent resulting from any other event.

3.5	Notices in relation to Conditions Precedent

(a)

(notice of satisfaction) as soon as reasonably practicable notify the other of satisfaction of a Condition Precedent and must keep the other informed of any material development of which it becomes aware that may lead to the breach or non-fulfilment of a Condition Precedent;

(b)

(notice of failure) immediately give written notice to the other of a breach or non-fulfilment of a Condition Precedent, or of any event which will, or is reasonably likely to, prevent a Condition Precedent being satisfied; and

(c)

(Scheme Meeting or Second Court Date) where it considers that a Condition Precedent (which the other party is responsible for satisfying) may not be satisfied by the Scheme Meeting or the Second Court Date, promptly give the other party notice.

3.6	Deferral of Second Court Date

(a)

apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of the Corporations Act to disregard the Headcount Test and seek Court approval of the Scheme under section 411(4)(b) of the Corporations Act, notwithstanding that the Headcount Test has not been satisfied; and

(b)

make such admissions to the Court and file such evidence as counsel engaged by the Target to represent it in Court proceedings relating to the Scheme, in consultation with Bidder, considers is reasonably required to seek to persuade the Court to exercise its discretion under section 411(4)(a)(ii)(A) of the Corporations Act by making an order to disregard the Headcount Test.

3.7	Consultation on failure of Condition Precedent

(a)

there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this document by the time or date specified in this document for the satisfaction of the Condition Precedent;

(b)

there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this document for the satisfaction of the Condition Precedent (and the breach or non-fulfilment which would otherwise occur has not already been waived in accordance with this document); or

(c)

if it becomes more likely than not that the Scheme will not become Effective on or before the End Date,

(d)

the Scheme may proceed by way of alternative means or methods;

(e)

to extend the relevant time for satisfaction of the Condition Precedent or to adjourn or change the date of an application to the Court; or

(f)

to extend the End Date.

3.8	Failure to agree

(a)

the parties are required to consult under clause 3.7 and are unable to reach agreement under clause 3.7 within 5 Business Days (or any shorter period ending at 5.00pm on the day before the Second Court Date); or

(b)

clause 3.9 applies to one of the parties and the party to whom clause 3.9 does not apply notifies the other party that it elects not to require consultation under clause 3.7,

(c)

subject to clause 3.8(d), a party to whom clause 3.9 does not apply may terminate this document (and that termination will be in accordance with clause 13.1(e)(i)); or

(d)

if a Condition Precedent may be waived and exists for the benefit of one party only, that party only may waive that Condition Precedent or terminate this document (and that termination will be in accordance with clause 13.1(e)(ii)),

3.9

Exception

4.1

Scheme

(a)

all the Target Shares held by Scheme Participants at the Record Date will be transferred to Bidder; and

(b)

each Scheme Participant will be entitled to receive the Scheme Consideration.

4.2	Scheme Consideration

(a)

The Scheme Consideration to be provided in respect of each Target Share is as described in the Scheme.

(b)

Each Scheme Participant is entitled to receive the Scheme Consideration in respect of each Target Share held by that Scheme Participant, in accordance with the terms of this document, the Scheme and the Deed Poll.

(c)

Subject to the terms of this document and the Scheme, Bidder undertakes and warrants to Target that, in consideration for the transfer to Bidder of each Target Share held by a Scheme Participant under the terms of the Scheme, on the Implementation Date:

(i)

Bidder will accept that transfer; and

(ii)

Bidder will provide or procure the provision to each Scheme Participant of the Scheme Consideration for each Target Share in accordance with the terms of this document, the Scheme and the Deed Poll.

4.3	Scheme Consideration election mechanism

(a)

Target must ensure that an Election Form is made available to Target Shareholders with the Scheme Booklet sent to each of them.

(b)

The Election Form must include the relevant matters set out in the Scheme and must otherwise be in a form agreed by the parties in writing (after negotiating in good faith).

(c)

Target must procure that, to the extent practicable, Target Shareholders who acquire Target Shares after the date of the despatch of the Scheme Booklet and Election Form but on or before the Election Date receive an Election Form on request to Target.

4.4	Provision of election updates and Target Share information

(a)

In order to facilitate the provision of the Scheme Consideration, Target must provide, or procure the provision of, to Bidder:

(i)

reasonable written updates of the elections that have been received in the period up to the closing time for elections on the Election Date;

(ii)

written details of the final elections made by each Scheme Participant, within 1 Business Day after the Election Date’; and

(iii)

a complete copy of the Register as at the Record Date (which must include the name, registered address and registered holding of each Target Shareholder as at the Record Date), within 2 Business Days after the Record Date.

(b)

The details and information to be provided under clause 4.4(a) must be provided in such form as Bidder may reasonably require.

4.5	Employee incentives

(a)

Target and Bidder agree to use their respective best endeavours to implement the Target ESS Interest Proposal by taking all actions contemplated by the Target ESS Interest Proposal.

(b)

Without limiting clause 4.5(a), Target must ensure that, by no later than the Effective Date, there are no outstanding Target Options, Target Restricted Share Units or Target Deferred Share Rights.

(c)

In order to comply with its obligation under clause 4.5(b), Target must, in accordance with the Target ESS Interest Proposal:

(i)

cause:

(A)

some or all of the outstanding Target ESS Interests to vest and, following such vesting, cause the relevant number of Target Shares to be transferred or issued (as applicable) to the relevant former Target ESS Interest Holder in sufficient time to allow the relevant former Target ESS Interest Holder to participate in the Scheme; or

(B)

cash equivalent payments to be made to the relevant former Target ESS Interest Holder; and

(ii)

take such action as may be necessary to vest, forfeit, cause to lapse or cancel (as applicable) any outstanding Target ESS Interest which it does not cause to vest, forfeit, lapse or cancel in accordance with clause 4.5(c)(i) (if any).

4.6	New Bidder Shares to rank equally

(a)

the New Bidder Shares will, on their issue, rank equally in all respects with all other Bidder Shares on issue at the Effective Date, and the New Bidder Shares issued under the Scheme will be entitled to participate in and receive any dividends, any distribution of capital and any other entitlements accruing in respect of Bidder Shares after the Implementation Date; and

(b)

on issue, each New Bidder Share will be fully paid and free from any Encumbrance.

4.7	No amendment to the Scheme without consent

4.8	Securities Act Exemption

(a)

the Scheme will be subject to approval of the Court;

(b)

the Court will be advised prior to the First Court Date of the intention of the parties to rely on the exemption from registration requirements provided by Section 3(a)(10) of the Securities Act with respect to the issuance of New Bidder Shares to Scheme Participants pursuant to the Scheme, based on the Court’s approval of the Scheme, and that its approval of the Scheme is to be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Scheme to all persons who are entitled to receive Scheme Consideration pursuant to the Scheme;

(c)

Target will file evidence with the Court and make an argument regarding the fairness of the Scheme, in order to satisfy the test for approval by the Court;

(d)

Target will seek a declaration (to be evidenced in Court approval of the Scheme under section 411(4)(b) of the Corporations Act) from, or a finding of the Court that, the Scheme is procedurally and substantively fair to all persons entitled to receive Scheme Consideration pursuant to the Scheme;

(e)

Target will, following the First Court Date, ensure that each Scheme Participant and any other person entitled to receive Scheme Consideration pursuant to the Scheme will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to give approval of the Scheme and providing them with sufficient information necessary to exercise such right; and

(f)

the Scheme Booklet will state that each Scheme Participant and any other person entitled to receive Scheme Consideration pursuant to the Scheme will have the right to appear before the Court so long as they enter an appearance within a reasonable time.

4.9	Australian Tax rollover

(a)

acknowledges that each Target Shareholder who is an Australian resident shareholder who holds their Target Shares on capital account is expected to seek roll-over relief under subdivision 124-M of the Tax Act, to the extent permitted under the Tax Act; and

(b)

undertakes that it will not make a choice to deny roll-over relief to the Target Shareholders under subsection 124-795(4) of the Tax Act.

5.1	General obligations

(a)

use all reasonable endeavours and commit necessary resources (including management and corporate relations resources and the resources of external advisers); and

(b)

procure that its officers and advisers work in good faith and in a timely and co-operative fashion with the other party (including by attending meetings and by providing information),

5.2	Target’s obligations

(a)

(announce directors’ recommendation) following execution of this document, announce, in the form agreed between Target and Bidder (on the basis of statements made to Target by each member of the Target Board) that:

(i)

the Target Board intends to unanimously recommend to Scheme Participants that the Scheme be approved;

(ii)

each Target Board member who holds Target Shares, intends to vote, or cause to be voted, his or her Target Shares in favour of the Scheme; and

(iii)

it is the Bidder’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act with respect to the issuance of the New Bidder Shares, based on the Court approval of the Scheme under section 411(4)(b) of the Corporations Act,

(iv)

the Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interests of Target Shareholders; and

(v)

there being no Superior Proposal.

(b)

(preparation of Scheme Booklet) subject to clause 5.2(e)(i), as soon as practicable after the date of this document, prepare and despatch the Scheme Booklet:

(i)

in accordance with all applicable laws, including the Corporations Act, Corporations Regulations, ASIC Regulatory Guide 60 and the applicable Listing Rules; and

(ii)

which includes a statement by the Target Board:

(A)

unanimously recommending that Target Shareholders vote in favour of the Scheme subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Target Shareholders and there being no Superior Proposal;

(B)

that each Target Board member who holds Target Shares intends to vote his or her Target Shares in favour of the Scheme subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Target Shareholders and there being no Superior Proposal; and

(C)

it is the Bidder’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Securities Act with respect to the issuance of the New Bidder Shares, based on the Court approval of the Scheme under section 411(4)(b) of the Corporations Act;

(c)

(Independent Expert) promptly appoint the Independent Expert and provide any assistance and information reasonably requested by the Independent Expert to enable the Independent Expert to prepare its report for the Scheme Booklet as soon as practicable;

(d)

(section 411(17)(b) statement) apply to ASIC for the production of  a statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;

(e)

(consultation with Bidder) consult with Bidder as to the content and presentation of:

(i)

the Scheme Booklet, which includes:

(A)

allowing Bidder a reasonable opportunity to review and make comments on successive drafts of the Scheme Booklet (accepting that any review of the Independent Expert’s Report is limited to review for factual accuracy of those parts that include information relating to Bidder);

(B)

taking any reasonable comments made by Bidder into account in good faith when producing a revised draft of the Scheme Booklet;

(C)

providing to Bidder a revised draft of the Scheme Booklet within a reasonable time before the draft of the Scheme Booklet which is provided to ASIC for approval pursuant to section 411(2) of the Corporations Act is finalised; and

(D)

obtaining Bidder’s consent to the inclusion of the Bidder Information (including in respect of the form and context in which the Bidder Information appears in the Scheme Booklet); and

(ii)

documents required for the purposes of the Court hearings held for the purposes of sections 411(1) and 411(4)(b) of the Corporations Act in relation to the Scheme (including originating processes, affidavits, submissions and draft minutes of Court orders), and consider in good faith any comments on, or suggested amendments to, those documents from Bidder prior to filing those documents with the Court;

(f)

(lodgement of Regulator’s Draft)

(i)

no later than 14 days before the First Court Date, provide the Regulator’s Draft of the Scheme Booklet to ASIC for its review for the purposes of section 411(2) of the Corporations Act, and provide a copy of the Regulator’s Draft to Bidder immediately thereafter; and

(ii)

keep Bidder reasonably informed of any material issues raised by ASIC in relation to the Regulator’s Draft and, where practical to do so, consult with Bidder in good faith prior to taking any steps or actions to address those material issues (provided that, where those issues relate to Bidder Information, Target must not take any steps to address them without Bidder’s prior written consent, not to be unreasonably withheld);

(g)

(supplementary disclosure) if, after despatch of the Scheme Booklet, Target becomes aware:

(i)

that information included in the Scheme Booklet is or has become misleading or deceptive in any material respect (whether by omission or otherwise); or

(ii)

of information that is required to be disclosed to Target Shareholders under any applicable law but was not included in the Scheme Booklet,

(h)

(Court application) apply to the Court for an order under section 411(1) of the Corporations Act directing Target to convene the Scheme Meeting;

(i)

(send Scheme Booklet) send the Scheme Booklet to Target Shareholders as soon as practicable after the Court orders Target to convene the Scheme Meeting;

(j)

(Scheme Meeting) convene the Scheme Meeting to agree to the Scheme in accordance with any orders made by the Court pursuant to section 411(1) of the Corporations Act;

(k)

(director’s voting) use its reasonable endeavours to procure that each member of the Target Board votes any Target Shares in which they have a Relevant Interest in favour of the Scheme, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Target Shareholders and there being no Superior Proposal;

(l)

(Court approval) subject to all Conditions Precedent, other than paragraph (f) in clause 3.1 being satisfied or waived in accordance with this document, apply to the Court for an order approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act;

(m)

(Conditions Precedent certificate) at the hearing on the Second Court Date, provide to the Court (through its counsel):

(i)

a certificate signed by one of its directors and made in accordance with a resolution of its board confirming (in respect of matters within Target’s knowledge) whether or not the Conditions Precedent for which it is responsible, as noted in clause 3.1 (other than paragraph (f)), have been satisfied or waived in accordance with clause 3, a draft of which must be provided to Bidder by 5.00pm on the date that is 2 Business Days prior to the Second Court Date; and

(ii)

any certificate provided to it by Bidder under clause 5.3(h);

(n)

(lodge copy of Court order) lodge with ASIC an office copy of the Court order approving the Scheme as approved by the Target Shareholders at the Scheme Meeting in accordance with section 411(10) of the Corporations Act on the day after that office copy is received (or any later date agreed in writing by Bidder);

(o)

(Register) close the Register as at the Record Date to determine the identity of Scheme Participants and their entitlements to Scheme Consideration;

(p)

(Class Ruling) promptly prepare and lodge its application for the Class Ruling, provide Bidder with a reasonable opportunity to review and provide comments on the draft Class Ruling prior to lodgement with the ATO, and provide any assistance and information reasonably requested by the ATO to enable the ATO to prepare the Class Ruling as soon as practicable;

(q)

(instruments of transfer) subject to Bidder satisfying its obligations under clause 4.2, on the Implementation Date:

(i)

execute proper instruments of transfer and effect the transfer of Target Shares to Bidder in accordance with the Scheme; and

(ii)

register all transfers of Target Shares held by Scheme Participants to Bidder;

(r)

(Suspension of trading) apply to ASX to suspend trading in Target Shares with effect from the close of trading on the Effective Date;

(s)

(Quotation of Target Shares) apply to ASX to have the Target removed from the official list of ASX and quotation of the Target Shares on ASX terminated with effect from the close of trading on the trading day immediately following the Implementation Date;

(t)

(listing) take all reasonable steps to maintain Target’s listing on ASX, notwithstanding any suspension of the quotation of Target Shares, up to and including the Implementation Date, including making appropriate applications to ASX and ASIC;

(u)

(proxy votes) keep Bidder reasonably informed as to the proxies received by Target for the Scheme Meeting in the period up to the deadline for the receipt of proxies;

(v)

(proxy solicitation): consider in good faith Bidder’s suggestions regarding shareholder engagement and proxy solicitation actions so as to promote the merits of the Scheme and encourage Target Shareholders to vote on the Scheme in accordance with the recommendation of the Target Board, subject to applicable law and ASIC policy;

(a)

(compliance with laws) do everything reasonably within its power to ensure that the Scheme is effected in accordance with all applicable laws and regulations; and

(b)

(other steps) do all other things necessary to give effect to the Scheme and the orders of the Court approving the Scheme.

5.3	Bidder’s obligations

(a)

(assistance with Scheme Booklet and Court documents) promptly provide any assistance or information reasonably requested by Target or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Target Shareholders) and any documents required to be filed with the Court in respect of the Scheme, promptly review the drafts of the Scheme Booklet (including any updated or supplementary Scheme Booklet) prepared by Target and provide comments on those drafts in a timely manner and in good faith;

(b)

(Bidder Information) prepare and promptly provide to Target for inclusion in the Scheme Booklet the Bidder Information (in accordance with all applicable laws, including the Corporations Act, Corporations Regulations, ASIC Regulatory Guide 60 and the applicable Listing Rules) and consent to the inclusion of that information in the Scheme Booklet;

(c)

(further Bidder Information) promptly provide to Target any further or new Bidder Information as may arise after the Scheme Booklet has been sent to Target Shareholders and until the date of the Scheme Meeting as may be necessary to ensure that the Bidder Information contained in the Scheme Booklet is not, having regard to applicable disclosure requirements, false, misleading or deceptive in any material respect (including because of any material omission) and to ensure that there would be no breach of clause 12.3(g) if it applied as at the date on which such further or new Bidder Information arose;

(d)

(Independent Expert information) provide any reasonable assistance or information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report;

(e)

(representation) procure that it is represented by counsel at the Court hearings convened for the purposes of section 411(4)(b) of the Corporations Act, at which, through its counsel, Bidder must undertake (if requested by the court) to do all things and take all reasonable steps within its power as may be reasonably necessary in order to ensure the fulfilment of its obligations under this document and the Scheme;

(f)

(Class Ruling) provide Target with such assistance and information as may reasonably be requested by Target for the purposes of obtaining from the ATO a Class Ruling in a form reasonably acceptable to Target in relation to scrip-for-scrip roll-over relief under subdivision 124-M of the Tax Act;

(g)

(Deed Poll) by no later than the Business Day prior to the First Court Date, sign and deliver the Deed Poll;

(h)

(Conditions Precedent certificate) before 8.00am on the Second Court Date, provide to Target for provision to the Court at the hearing on that date a certificate signed by one of its directors (or its Chief Executive Officer, Chief Financial Officer, Chief Legal Officer or Corporate Secretary) and made in accordance with a resolution of its board confirming (in respect of matters within Bidder’s knowledge) whether or not the Conditions Precedent for which Bidder is responsible, as noted in clause 3.1 (other than paragraph (f)), have been satisfied of waived in accordance with clause 3, a draft of which must be provided to Target by 5.00pm on the date that is 2 Business Days prior to the Second Court Date;

(i)

(Scheme Consideration) if the Scheme becomes Effective:

(i)

register, or cause to be registered, the Scheme Participants as the holders of New Bidder Shares to which the Scheme Participants are entitled under the Scheme;

(ii)

pay or procure the payment of the Scheme Consideration in the manner and amount contemplated by clause 4.2(c)(ii) and the terms of the Scheme; and

(iii)

accept a transfer of the Target Shares as contemplated by clause 4.2(c)(i);

(j)

(listing) use its best endeavours to ensure that the issue of New Bidder Shares to be issued pursuant to the Scheme has been approved by NYSE, and ensure that trading in the New Bidder Shares commences on a normal settlement basis on NYSE from the first Business Day after the Implementation Date (New York time); and

(k)

(other steps) do all things reasonably within its power that are reasonably necessary to give effect to the Scheme and the orders of the Court approving the Scheme.

5.4	Scheme Booklet responsibility statement

(a)

Target has prepared, and is responsible for, the content of the Scheme Booklet other than, to the maximum extent permitted by law, the Bidder Information, the Independent Expert’s Report or any other report or letter issued to Target by a third party and that Bidder and its directors and officers do not assume any responsibility for the accuracy or completeness of the sections of the Scheme Booklet that Target has prepared and has responsibility for;

(b)

Bidder has prepared, and is responsible for, the Bidder Information in the Scheme Booklet (and no other part of the Scheme Booklet) and that Target and its directors and officers do not assume any responsibility for the accuracy or completeness of the sections of the Scheme Booklet that Bidder has prepared and has responsibility for;

(c)

the Independent Expert is responsible for the Independent Expert’s Report and that none of Target, Bidder or their respective directors and officers assume any responsibility for the accuracy or completeness of the Independent Expert’s Report; and

(d)

if the Scheme Booklet contains another report or letter issued to Target by a third party, that the third party is responsible for that report or letter and that none of Target, Bidder or their respective directors and officers assume any responsibility for the accuracy or completeness of that report or letter.

5.5	Disagreement on content of Scheme Booklet

(a)

if the disagreement relates to the form or content of the Bidder Information contained in the Scheme Booklet, Target will make any amendments as Bidder reasonably requires; and

(b)

if the disagreement relates to the form or content of any other part of the Scheme Booklet, the Target Board will, acting in good faith, decide the final form or content of the disputed part of the Scheme Booklet.

5.6	Verification

5.7	Conduct of Court proceeding

5.8	Appeal process

(a)

the parties agree otherwise; or

(b)

an independent senior counsel of the New South Wales bar advises that, in their opinion, an appeal would have no reasonable prospect of success before the End Date,

5.9	No partnership or joint venture

6.1	Recommendation

(a)

their recommendation in respect of the Scheme is that the Target Shareholders vote in favour of the Scheme; and

(b)

they intend to vote, or cause to be voted, all Target Shares in which they have a Relevant Interest in favour of the Scheme,

(c)

the Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interests of Target Shareholders; and

(d)

there being no Superior Proposal.

6.2	No withdrawal or change

(a)

there is a Superior Proposal;

(b)

the withdrawal or change of a member of the Target Board occurs because of a requirement of a court of competent jurisdiction, ASIC or the Takeovers Panel that the relevant member of the Target Board abstains from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this document; or

(c)

the Independent Expert concludes that the Scheme is not in the best interests of Target Shareholders, or adversely changes its previously given opinion with the effect that the Independent Expert concludes that the Scheme is not in the best interests of Target Shareholders,

6.3	Withdrawal or change of recommendation

(a)

Target must notify Bidder in writing immediately; and

(b)

the parties must consult in good faith for 5 Business Days after the date on which the notification in clause 6.3(a) is given to consider and determine whether the recommendation in place at the time can be maintained.  To the extent permitted by law, Target must use its best endeavours to procure that recommendation is not withdrawn or changed in accordance with clause 6.1 until the end of the consultation period.

7.1	Release of Target and Target directors and officers

(a)

any breach of any representations and warranties of Target or any other member of Target Group in this document; or

(b)

any disclosures containing any statement which is false or misleading whether in content or by omission,

7.2	Benefit for Target Indemnified Parties

7.3	Release of Bidder and Bidder directors and officers

(a)

any breach of any representations and warranties of Bidder or any other member of the Bidder Group in this document; or

(b)

any disclosure containing any statement which is false or misleading whether in content or by omission,

7.4	Benefit for Bidder Indemnified Parties

7.5	Appointment/retirement of Target directors

(a)

cause the appointment of each Incoming Director to the Target Board and to the board of each other member of the Target Group; and

(b)

procure that each of the Outgoing Directors retire from the Target Board and to the board of each other member of the Target Group and provide written notice to the effect that they have no claim outstanding for loss of office, remuneration or otherwise against the Target Group or Bidder Group,

7.6	Target Group insurance

(a)

Subject to the Scheme becoming Effective and subject to the Corporations Act, Bidder undertakes in favour of Target and each director and officer of a Target Group company that it will:

(i)

for a period of 7 years from the Implementation Date, ensure that the constitutions of Target and each other member of the Target Group continue to contain such rules as are contained in those constitutions at the date of this document that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a member of the Bidder Group;

(ii)

procure that Target and each other member of the Target Group complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers as at the date of this document and without limiting the foregoing, ensure that the run-off insurance cover placed pursuant to clause 7.6(b) are maintained, subject to clause 7.7, for a period of 7 years after the Implementation Date; and

(iii)

and will procure that Target and each other member of the Target Group at any time after the Implementation Date, not do anything or fail to do anything within its reasonable control (other than as may be required under existing insurance policies or the run-off cover placed pursuant to clause 7.6(b)) which would prejudice or adversely affect any run-off insurance cover placed pursuant to clause 7.6(b).

(b)

Bidder acknowledges that Target may, prior to the Implementation Date, enter into, and pay in full the premium in respect of, a directors’ and officers’ run-off insurance policy(ies) for a period of up to 7 years on and from the Implementation Date for the retiring directors and officers and former directors and officers of the Target Group who are insured under the existing directors’ and officers’ insurance policy(ies) for the Target Group in respect of acts or omissions occurring in the period up to and including the Implementation Date and on the same or substantially the same scope and terms as the existing insurance policies in place in respect of the Target Group at the date of this document.  The Target must consult in good faith with the Bidder regarding the proposed terms of those run-off insurance policy(ies).

7.7	Period of undertaking

(a)

are subject to any applicable Corporations Act or other law restrictions and will be read down accordingly; and

(b)

are given until the earlier of the end of the relevant period specified in that clause or the relevant member of the Target Group ceasing to be part of the Bidder Group.

7.8	Benefit of undertaking for Target Group

8.1

Overview

8.2	Target specific obligations

(a)

(business and assets) maintains the condition of its business and assets in the ordinary course and substantially consistent with the manner in which such business and assets have been maintained in the 12 months prior to the date of this document;

(b)

(insurance) maintains (and where necessary, uses reasonable endeavours to renew) the policies of insurance held by the Target Group at the date of this document;

(c)

(directors, officers and employees) keeps available the overall services of its directors, officers and employees;

(d)

(relationships) preserves its relationships with material customers, suppliers, licensors, licensees, joint venturers and others with whom it has material business dealings;

(e)

(Material Contracts) complies in all material respects with all Material Contracts to which a member of the Target Group is a party;

(f)

(opportunities) use all reasonable endeavours to pursue all new business opportunities of the Target Group in the ordinary course and keep the Bidder updated in respect of the same; and

(g)

(cash) manage its working capital requirements in the ordinary course consistent with past practice including ensuring that, to the extent within the reasonable control of Target, there is no material decrease in the amount of Cash in the Target Group other than in the ordinary course of business and consistent with budgets and projections Disclosed to Bidder prior to the date of this document.

8.3	Target prohibited actions

(a)

(commitments and settlements) other than in the ordinary course of business and consistent with past practice:

(i)

enter into a Material Contract; or

(ii)

terminate, or amend or waive in a material manner, a Material Contract;

(b)

(employment agreements) either:

(i)

increase the remuneration of (including with regard to superannuation benefits) or benefits provided to or pays any bonus (other than in accordance with existing arrangements, as Disclosed, and in the ordinary course consistent with past practice) to, any of its directors, executives or employees;

(ii)

issue any Target ESS Interests or any other securities, options, other instruments convertible into securities, or grant any other equity-based awards, to any of its directors, executives or employees, other than the Permitted Target ESS Issuances;

(iii)

materially vary, or waive in a material respect, the employment agreements with any of its directors, executives or employees;

(iv)

terminate any executive other than for cause; or

(v)

pay a director, executive or employee a termination payment, other than as provided for in an existing employment contract in place as at the date of this document, but excluding any redundancy payment in connection with any redundancies of employees made in the ordinary course and consistent with historical practices of the Target Group or required by law; or

(c)

(capital expenditure) incur or make any capital expenditures or enter into arrangements or agreements providing for capital expenditures or otherwise commit to do so (other than in connection with the development of software in the ordinary course of business), whether in one transaction or in a series of related transactions, in excess of A$750,000 in the aggregate or individually;

(d)

(tax) make any material election in relation to Tax, or otherwise engage in any transaction, act or event which gives rise to any material tax liability which is outside the ordinary course of business as it was conducted prior to the date of this document that could, in the reasonable discretion of Target, reasonably be expected to have the effect of materially increasing the Tax liability of the Bidder or its Subsidiaries (including Target Group) for any taxable period (or a portion thereof) beginning after the Implementation Date;

(e)

(tax compromises) settle or compromise or make, change or revoke any concessions in relation to any material tax claims, liabilities or disputes which gives rise to any Tax liability which is outside the ordinary course of business as it was conducted prior to the date of this document;

(f)

(legal proceedings) commence, threaten in writing, settle or compromise any legal proceedings, claim, investigation, arbitration or other like proceeding involving the possible payment or receipt of amounts that exceed A$500,000;

(g)

(Third Party defaults) waives any Third Party default where the financial impact of the waiver on the Target Group as a whole will, or is reasonably likely to be, in excess of A$250,000 (individually or in aggregate);

(h)

(accounting) change any accounting method, practice or principle used by it, other than:

(i)

as a result of changes in or the adoption of generally accepted accounting standards, generally accepted accounting principles or the interpretation of any of them; or

(ii)

the Target Group changing its presentation currency from NZD to AUD;

(i)

(related party transactions) enters into, or resolves to enter into, a transaction with a related party of Target, including giving or agreeing to give a financial benefit to a related party (other than a related party that is a Target Group member) as defined in section 228 of the Corporations Act;

(j)

(financial indebtedness) incur, assume, guarantee or become liable for any financial indebtedness, other than:

(i)

in the ordinary course of business, drawing down on: (x) undrawn existing financing facilities Disclosed by the Target in the Target Due Diligence Information; or (z) any existing credit card facilities of the Target Group Disclosed by the Target in the Target Due Diligence Information; or

(ii)

intercompany financial indebtedness between Target Group members;

(k)

(derivatives) enters into any swap, derivative or hedging agreement or arrangement;

(l)

(guarantees and indemnities) guarantees or indemnifies the obligations of any other person, other than a member of the Target Group;

(m)

(material Intellectual Property) sells, assigns, transfers or grants any sole or exclusive license or other sole or exclusive right or interest in, abandons or permits to let lapse or expire, any Intellectual Property material to the business of the Target Group as conducted at the date of this document, and as proposed by the Target Group at the date of this document to be conducted in future;

(n)

(real property)

(i)

acquire or agree to acquire any material real property or enter into, or agree to enter into, any material lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee);

(ii)

sell, assign, dispose of, surrender or exercise any right to terminate, or agree to sell, assign, dispose of, surrender or exercise any right to terminate, any material lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee) other than, in each case, expirations or surrenders of any leases or subleases in accordance with their terms or in the ordinary course of business;

(iii)

materially modify or amend or exercise any right to renew any material lease, or waive any material term or condition thereof or grant any consents thereunder; or

(iv)

grant or otherwise create or consent to the creation of any easement, covenant, restriction, assessment or charge affecting, in any material respect, any material real property leased by a member of the Target Group, or any interest therein or part thereof;

(o)

(commercial)

(i)

enters into to resolves to enter into a joint venture or partnership with any person; or

(ii)

enters into a contract or commitment restraining a member of the Target Group from competing with any person or conducting activities in any market;

(p)

(Target Prescribed Event) take any action that, or fail to take any action whose omission, would give rise to any Target Prescribed Event; or

(q)

(agree) agree to do, or allow to be done, any of the matters set out above.

8.4	Exceptions to conduct of business provisions

(a)

is expressly required, permitted or otherwise contemplated by this document or the Scheme;

(b)

is required by law, by an order of a court or Regulatory Authority or its contractual obligations (to the extent existing at the date of this document and Disclosed in the Target Data Room);

(c)

is required to reasonably and prudently respond to an emergency or disaster affecting the Target Group (including the risk of personal injury or damage to property);

(d)

has been Disclosed to Bidder in the Target Disclosure Letter;

(e)

is the issue of shares on the exercise of Target ESS Interests, which rights or options (A) had vested in the ordinary course and were capable of exercise in accordance with the terms of the relevant plan, or (B) were vested in accordance with clause 4.5;

(f)

is the issue of the Permitted Target ESS Issuances;

(g)

constitutes a payment:

(i)

to purchase a run-off insurance policy of the type, scope and length contemplated by clause 7.6(b); or

(ii)

made in accordance with clause 4.5; or

(h)

has been agreed to in writing by Bidder (such agreement not to be unreasonably withheld, delayed or conditioned).

8.5	Bidder specific obligations

(a)

Other than with the prior written approval of Target (such approval not to be unreasonably withheld, delayed or conditioned), Bidder must, from the date of this document up to and including the Implementation Date, use all reasonable endeavours to ensure that Bidder and each member of the Bidder Group maintains the condition of its business and material assets in all material respects.

(b)

Other than with the prior written approval of Target (such approval not to be unreasonably withheld, delayed or conditioned), from the date of this document up to and including the earlier of termination of this document in accordance with its terms and the Implementation Date, Bidder must, and must cause each member of the Bidder Group to, not take any action that, or fail to take any action whose omission, would give rise to any Bidder Prescribed Event.

(c)

Nothing in this clause 8 restricts the ability of Bidder to take any action which:

(i)

is expressly required or permitted by this document, the Scheme, or otherwise required by law or regulation; or

(ii)

has been Disclosed to Target in the Bidder Disclosure Letter;

(iii)

has been agreed to in writing with Target (such agreement not to be unreasonably withheld, delayed or conditioned).

8.6	Access to people and Target Information

(a)

understanding the Target Group’s financial position (including its cash flow and working capital position), trading performance and management control systems;

(b)

the Bidder obtaining or arranging any debt or equity financing in connection with the Scheme or meeting any conditions or requirements of the Bidder Group’s financiers;

(c)

implementing the Scheme;

(a)

preparing for carrying on the business of the Target Group and the integration of the Bidder Group and Target Group following implementation of the Scheme;

(b)

applying for all relevant Regulatory Approvals; and

(a)

any other purpose which is agreed in writing between the parties (acting reasonably).

8.7	Change of control

(a)

As soon as practicable after the date of this document, the parties must cooperate with each other in good faith, and will use all reasonable endeavours, to seek to ensure that as soon as practicable after the date of this document the parties identify any change of control or similar provisions in leases and Material Contracts, and any other contracts reasonably requested by Bidder, to which Target or a member of the Target Group is a party which may be triggered by the implementation of the Scheme and any consents, confirmations or notifications necessary or desirable under those provisions.

(b)

In respect of any lease or other contract identified under clause 8.7(a), the parties agree that:

(i)

Target and Bidder will, each acting reasonably, agree upon a proposed course of action and then jointly initiate contact with the relevant landlord or counterparty and request that they provide any consents required;

(ii)

neither Bidder nor its Representatives may contact any landlord or counterparty without Target’s express written approval (which is not be unreasonably withheld or delayed); and

(iii)

each party must cooperate with, and provide reasonable assistance to, the other party to obtain such consents as expeditiously as possible, including by:

(A)

promptly providing any information reasonably required by landlords or counterparties; and

(B)

making its Representatives available, where necessary, to meet with landlords or counterparties to deal with issues arising in relation to the change of control of Target,

(iv)

provided that the Target has complied with this clause 8.7, a failure by a member of Target Group to obtain any landlord or third party consent will not, of itself, constitute a breach of this document by the Target.

9.1	Termination of existing discussions

(a)

Target represents and warrants in favour of Bidder that as at the date of this document, each of Target, its Related Bodies Corporate and each of their Representatives has:

(i)

terminated all other negotiations and discussions with each Third Party in relation to any actual, anticipated, proposed or potential Competing Transaction; and

(ii)

ceased the provision of any due diligence access and the making available of any non-public information in relation to Target and its business to any Third Party, where the due diligence access and provision of non-public information was for the purposes of, or related to, a potential Competing Transaction.  The Target must promptly request and enforce the immediate return and/or destruction of the Target Group’s confidential information previously provided or made available to any Third Party in accordance with the terms of any applicable confidentiality or non-disclosure agreement, and terminate their access to the Target Group’s confidential information under that confidentiality or non-disclosure agreement to the extent the Target has not already done so.

(b)

Subject to clause 9.5, during the Exclusivity Period, Target agrees not to waive, and to enforce in full, any standstill obligations of any Third Parties.

9.2

No-shop

(a)

solicits, invites, encourages or initiates any enquiries, discussions or proposals with a view to obtaining any offer, proposal or expression of interest from any person in relation to a Competing Transaction; or

(b)

communicates any intention to do any of the things referred to in clause 9.2(a).

9.3

No-talk

(a)

participates in negotiations or discussions with any other person regarding;

(b)

enters into any agreement, arrangement or understanding; or

(c)

communicates any intention to do any of those things,

9.4	No due diligence

(a)

disclose or otherwise provide or make available any non-public information to a Third Party in connection with, with a view to obtaining or which could reasonably be expected to encourage or lead to the formulation, development, finalisation, receipt or announcement of any Competing Transaction (including providing such information for the purposes of the conduct of due diligence investigations in respect of the Target Group or their businesses or operations), whether by that Third Party or another person; or

(b)

communicate to any person an intention to do anything referred to in clause 9.4(a).

9.5	Exceptions

(a)

the Competing Transaction is, or could reasonably be expected to become, a Superior Proposal; and

(b)

failing to respond to such a genuine Competing Transaction would be reasonably likely to constitute a breach of the Target Board’s fiduciary or statutory obligations,

9.6	Further exceptions

(a)

continuing to make normal presentations to, and to respond to enquiries from, brokers, portfolio investors and analysts in the ordinary course in relation to the Scheme or its business generally; or

(b)

fulfilling its continuous obligations as required by law.

9.7	Notice of approach and information

(a)

Subject to having first determined under clause 9.5 whether clauses 9.3 and 9.4 apply, during the Exclusivity Period, Target must promptly (and in any event within 48 hours) inform Bidder if it, or any of its Related Bodies Corporate or Representatives, receives any communication, request or approach with respect to, or that may reasonably be expected to lead to, any actual, proposed or potential Competing Transaction and must disclose to Bidder the fact that a communication, request or approach has been made and the general nature of the communication, request or approach.

(b)

A notice given under clause 9.7(a) must include the material terms and conditions of any actual, proposed or potential Competing Transaction (including price, conditions precedent, timetable and break or reimbursement fees (if any)) and the identity of the Third Party making the actual, proposed or potential Competing Transaction, in each case to the extent known by the Target or any of its Related Bodies Corporate or Representatives.

(c)

During the Exclusivity Period, Target must promptly provide Bidder with any non-public information of the nature contemplated in clause 9.4(a) that has been disclosed or otherwise provided or made available to the Third Party and which differs from, or is more extensive than, the information that has been provided to the Bidder.

9.8	Matching right

(a)

Without limiting clauses 9.2 and 9.3, during the Exclusivity Period, Target:

(i)

must not enter into any agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party, Target or both proposes or propose to undertake or give effect to an actual, anticipated, proposed or potential Competing Transaction; and

(ii)

must use its best endeavours to procure that none of the members of the Target Board publicly recommend an actual, anticipated, proposed or potential Competing Transaction (or recommend against the Scheme),

(iii)

the Target Board acting in good faith and in order to satisfy what the Target Board considers to be its statutory or fiduciary duties (having received written advice from its external legal advisers), determines that:

(A)

the Competing Transaction would be or would be likely to be an actual, proposed or potential Superior Proposal; and

(B)

failing to take an action specified in clause 9.8(a)(i) or 9.8(a)(ii) would be reasonably likely to constitute a breach of the Target Board’s fiduciary or statutory obligations;

(iv)

Target has provided Bidder with the material terms and conditions of the actual, proposed or potential Competing Transaction (including price, conditions precedent, timetable and break or reimbursement fees (if any)) and the identity of the third party making the actual, proposed or potential Competing Transaction;

(v)

Target has given Bidder at least 4 clear Business Days after the date of the provision of the information referred to in clause 9.8(a)(iv) to provide a matching or superior proposal to the terms of the actual, proposed or potential Competing Transaction; and

(vi)

Bidder has not provided Target with a matching or superior proposal to the terms of the actual, proposed or potential Competing Transaction by the expiry of the 4 clear Business Day period referred to in clause 9.8(a)(v).

(b)

Target acknowledges and agrees that each successive modification of any actual, proposed or potential Competing Transaction will constitute a new actual, proposed or potential Competing Transaction for the purposes of the requirements under clause 9.7 and clause 9.8 and accordingly, during the Exclusivity Period, Target must again comply with clause 9.7 and this clause 9.8 in respect of any such new actual, proposed or potential Competing Transaction.

9.9	Bidder counterproposal

(a)

Target and Bidder must each use their best endeavours to agree the amendments to this document and, if applicable, the Scheme and Deed Poll that are reasonably necessary to reflect the Counterproposal and to implement the Counterproposal, in each case as soon as reasonably practicable; and

(b)

Target must use its best endeavours to procure that each of the directors of Target continues to recommend the Scheme (as modified by the Counterproposal) to Target Shareholders.

9.10	Target Board determination

(a)

the Target Board has determined that a Competing Transaction is a Superior Proposal and commenced the matching right process set out in clause 9.8; or

(b)

Target Shareholders should take no action pending the completion of the matching right process set out in clause 9.8,

(c)

constitute a withdrawal or change of the recommendation by the Target Board or an endorsement of a Competing Transaction;

(d)

contravene this document; or

(e)

give rise to a termination right under clause 13.1.

9.11	Compliance with law

(a)

constituted, or constitutes, or would constitute, a breach of the fiduciary or statutory duties of the Target Board;

(b)

constituted, or constitutes, or would constitute, ‘unacceptable circumstances’ within the meaning of the Corporations Act; or

(c)

was, or is, or would be, unlawful for any other reason,

9.12	Legal advice

10.1	Background

(a)

Bidder and Target believe that the Scheme will provide significant benefits to Bidder, Target and their respective shareholders, and Bidder and Target acknowledge that, if they enter into this document and the Scheme is subsequently not implemented, Bidder will incur significant costs, including those set out in clause 10.5;

(b)

Bidder requested that provision be made for the Break Fee, without which Bidder would not have entered into this document;

(c)

both the Bidder Board and Target Board believe that it is appropriate for both parties to agree to the payment referred to in this clause to secure Bidder’s participation in the Scheme; and

(d)

both parties have received legal advice on this document and the operation of this clause.

10.2	Payment by Target to Bidder

(a)

(Competing Transaction) on or before the End Date a Competing Transaction is publicly announced or made (whether or not proposed subject to conditions) and within 12 months of the End Date, a Competing Transaction completes;

(b)

(material breach) Bidder validly terminates this document in accordance with clause 13.1(c);

(c)

(change of recommendation) Bidder validly terminates this document in accordance with clause 13.1(b), except where the withdrawal or change of recommendation or statement is made after the Independent Expert concludes that in the opinion of the Independent Expert the Scheme is not in the best interests of Target Shareholders (other than where the conclusion is due to the existence of a Superior Proposal); or

(d)

(termination) Bidder validly terminates this document in accordance with clause  13.1(e)(i) or clause 13.1(e)(ii) and the failure to satisfy the relevant Condition Precedent resulted from a breach of this document by Target or a deliberate act or omission of Target.

10.3	No amount payable if Scheme becomes Effective

(a)

no amount is payable by Target under clause 10.2; and

(b)

if any amount has already been paid under clause 10.2 it must be refunded by Bidder.

10.4	Timing of payment

(a)

A demand by Bidder for payment of the Break Fee under clause 10.2 must:

(i)

be in writing;

(ii)

be made after the occurrence of the event in that clause giving rise to the right to payment;

(iii)

state the circumstances which give rise to the demand; and

(iv)

nominate an account in the name of Bidder into which Target must pay the Break Fee.

(b)

Target must pay the Break Fee to Bidder under clause 10.2 without withholding or set off within 5 Business Days of receipt by Target of a valid demand for payment from Bidder under clause 10.4(a).

10.5	Nature of payment

(a)

advisory costs relating to the Scheme;

(b)

costs of management and directors’ time;

(c)

out-of-pocket expenses relating to the Scheme;

(d)

the distraction of Bidder’s management from conducting Bidder’s business as usual caused by pursuing the Scheme;

(e)

reasonable opportunity costs incurred by Bidder in pursuing the Scheme or in not pursuing alternative acquisitions or strategic initiatives which Bidder could have developed to further its business and objectives; and

(f)

damage to Bidder’s reputation associated with a failed transaction and the implications of that damage to Bidder’s business.

10.6	Reduction in amount payable

(a)

The Break Fee is reduced by an amount equal to the amount which is recovered by Bidder as a result of a claim against Target pursuant to any other remedies available to Bidder under this document including pursuant to clause 12.1.

(b)

Where the Break Fee has already been paid, Bidder must, within 2 Business Days of the event contemplated by clause 10.6(a) which would have reduced the amount payable, refund an amount to Target which is equivalent to that calculated under clause 10.6(a).

10.7	Compliance with law

(a)

If it is finally determined following the exhaustion of all reasonable avenues of appeal to the Takeovers Panel or a Court that all or any part of the amount payable under clause 10.2:

(i)

is unlawful or would if performed be, unlawful;

(ii)

involves a breach of the duties of the Target Board; or

(iii)

constitutes unacceptable circumstances within the meaning of the Corporations Act,

(b)

For the avoidance of doubt, any part of the Break Fee that would not constitute unacceptable circumstances or that is not unenforceable or unlawful (as applicable) must be paid by Target.

(c)

The parties must not make or cause or permit to be made any application to a Court, arbitral tribunal or the Takeovers Panel for or in relation to a determination referred to in this clause 10.7.

10.8	Break Fee payable once

11.1	Background

(a)

Bidder and Target believe that the Scheme will provide significant benefits to Bidder, Target and their respective shareholders, and Bidder and Target acknowledge that, if they enter into this document and the Scheme is subsequently not implemented, Target and Target Shareholders will incur significant costs including those set out in clause 11.5;

(b)

Target requested that provision be made for the payment of the Reverse Break Fee, without which Target would not have entered into this document;

(c)

both the Bidder Board and Target Board believe that it is appropriate for both parties to agree to the payment referred to in this clause to secure Target’s participation in the Scheme; and

(d)

both parties have received legal advice on this document and the operation of this clause.

11.2	Payment by Bidder to Target

(a)

(material breach) Target validly terminates this document in accordance with clause 13.1(c); or

(b)

(failure to pay Scheme Consideration) Bidder does not provide the aggregate Scheme Consideration in accordance with the terms and conditions of this document, the Scheme and the Deed Poll.

11.3	No amount payable if Scheme becomes Effective

(a)

no amount is payable by Bidder under clause 11.2; and

(b)

if any amount has already been paid under clause 11.2 it must be refunded by Target.

11.4	Timing of payment

(a)

A demand by Target for payment of the Reverse Break Fee under clause 11.2 must:

(i)

be in writing;

(ii)

be made after the occurrence of the event in that clause giving rise to the right to payment;

(iii)

state the circumstances which give rise to the demand; and

(iv)

nominate an account in the name of Target into which Bidder must pay the Reverse Break Fee.

(b)

Bidder must pay the Reverse Break Fee to Target under clause 11.2 without withholding or set off within 5 Business Days of receipt by Bidder of a valid demand for payment from Target under clause 11.4(a).

11.5	Nature of payment

(a)

advisory costs relating to the Scheme;

(b)

costs of management and directors’ time;

(c)

out-of-pocket expenses relating to the Scheme;

(d)

the distraction of Target’s management from conducting Target’s business as usual caused by pursuing the Scheme;

(e)

reasonable opportunity costs incurred by Target in pursuing the Scheme or in not pursuing strategic initiatives which Target could have developed to further its business and objectives; and

(f)

damage to Target’s reputation associated with a failed transaction and the implications of that damage to Target’s business.

11.6	Reduction in amount payable

(a)

The Reverse Break Fee is reduced by an amount equal to the amount which is recovered by Target as a result of a claim against Bidder pursuant to any other remedies available to Target under this document including pursuant to clause 12.3.

(b)

Where the Reverse Break Fee has already been paid, Target must, within 2 Business Days of the event contemplated by clause 11.6(a) which would have reduced the amount payable, refund an amount to Bidder which is equivalent to that calculated under clause 11.6(a).

11.7	Compliance with law

(a)

If it is finally determined following the exhaustion of all reasonable avenues of appeal by a Court that all or any part of the amount payable under clause 11.2 is unlawful or would if performed be, unlawful then Bidder’s obligation to pay the applicable amount or part of the amount payable under clause 11.2 does not apply and if Target has received any relevant part of the payment due under clause 11.2 it must refund it within 5 Business Days of the final determination.

(b)

For the avoidance of doubt, any part of the Reverse Break Fee that is not unenforceable or unlawful (as applicable) must be paid by Bidder.

(c)

The parties must not make or cause or permit to be made any application to a Court for or in relation to a determination referred to in this clause 11.7.

11.8	Reverse Break Fee payable once

12.1	Target’s representations and warranties

(a)

(status) it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b)

(power) it has power to enter into this document, to comply with its obligations under it and exercise its rights under it;

(c)

(no contravention) the entry by it into, its compliance with its obligations and the exercise of its rights under, this document do not and will not conflict with:

(i)

its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii)

any law binding on or applicable to it or its assets;

(d)

(authorisations) it has in full force and effect each authorisation necessary for it to enter into this document, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

(e)

(validity of obligations) its obligations under this document are valid and binding and are enforceable against it in accordance with its terms;

(f)

(reliance) the Target Information contained in the Scheme Booklet will be included in good faith and on the understanding that Bidder and its directors will rely on that information for the purposes of considering and approving the Bidder Information in the Scheme Booklet before it is despatched, approving the entry into the Deed Poll and implementing the Scheme;

(g)

(Target Information) the Target Information provided in accordance with this document and included in the Scheme Booklet as at the date of the Scheme Booklet will not contain any material statement which is misleading or deceptive nor contain any material omission having regard to applicable disclosure requirements  and will comply in all material respects with the requirements of the Corporations Act, the applicable Listing Rules and all relevant regulatory guides and other guidelines and requirements of ASIC;

(h)

(New information) it will, as a continuing obligation (but in respect of the Bidder Information, only to the extent that Bidder provides Target with updates to the Bidder Information), ensure that the Scheme Booklet is updated to include all further or new information which arises after the Scheme Booklet has been dispatched to Target Shareholders until the date of the Scheme Meeting which is necessary to ensure that the Scheme Booklet is not misleading or deceptive in any material respect (including by way of omission);

(i)

(Target Due Diligence Information) Target has collated and prepared and made available to Bidder all of the Target Due Diligence Information in good faith for the purposes of a due diligence process, and, so far as Target is aware, the Target Due Diligence Information has been collated with all reasonable care and skill and is accurate in all material respects;

(j)

(disclosure) Target has not:

(i)

omitted to disclose information to Bidder prior to the date of this document that would reasonably be expected to be material to the financial position or financial performance of the business of the Target Group taken as a whole or could reasonably be expected to be material to a reasonable and sophisticated buyer’s evaluation of the Target Group or might reasonably be expected to have resulted in Bidder not entering into this document or not agreeing to implement the Scheme, or entering into this document on materially different terms;

(ii)

deliberately omitted anything from the Target Due Diligence Information such as to make any part of that information materially false or misleading in any material respect; or

(iii)

included anything materially false or misleading in the Target Due Diligence Information;

(k)

(continuous disclosure) since 1 January 2023, Target is not in breach of its continuous disclosure obligations under the applicable Listing Rules and is not relying on the carve-out in ASX Listing Rule 3.1A to withhold any information from disclosure (other than the transaction contemplated by this document);

(l)

(opinions) any statement of opinion or belief contained in the Target Information is honestly held and there are reasonable grounds for holding the opinion or belief;

(m)

(provision of information to Independent Expert) all information provided by or on behalf of Target to the Independent Expert to enable the Independent Expert’s Report to be prepared and completed will be provided in good faith and on the understanding that the Independent Expert will rely upon that information for the purpose of preparing the Independent Expert’s Report;

(n)

(securities) Target’s issued securities as at the date of this document are:

(i)

356,288,272 Target Shares;

(ii)

3,758,757 Target Options;

(iii)

2,224,535 Target Restricted Share Units; and

(iv)

19,986,033 Target Deferred Share Rights;

(v)

other than as Disclosed it has not issued or agreed to issue any other securities or instruments which are still outstanding, and which may convert into Target Shares; and

(vi)

full details of all Target ESS Interests have been Disclosed and all information Disclosed that relates to the Target ESS Interests is true and accurate and complete in all respects and is not misleading or deceptive in any respect (including by omission);

(o)

(regulatory approvals): so far as Target is aware, no regulatory approval is required to be obtained by Target in order for it to execute, deliver and perform this document, other than those approvals set out in clause 3.1;

(p)

(compliance) Target and its Subsidiaries have complied in all material respects with all Australian, New Zealand and other foreign laws and regulations applicable to them and orders of Regulatory Authorities having jurisdiction over them and have all material licences, authorisations, permits and franchises necessary for them to conduct their respective businesses as conducted as at the date of this document;

(q)

(Material Contracts) as at the date of this document, neither Target nor any of its Subsidiaries is in material breach or material default under any Material Contract to which it is a party nor has anything occurred which is or would be with the giving of notice or lapse of time constitute an event of default, prepayment or similar event, or give another party thereto a termination right or right to accelerate any material right or obligation, under any such Material Contract;

(r)

(Insolvency event) no member of the Target Group is Insolvent nor, as far as Target is aware, has any regulatory action of any nature been taken that would be reasonably be likely to prevent or restrict its ability to fulfil its obligations under this document or under the Scheme;

(s)

(US Tax) none of Target or any of its Subsidiaries is or has been, a “controlled foreign corporation” within the meaning of Section 957 of the Code.  None of Target or any of its Subsidiaries is or expects to be a “passive foreign investment company” within the meaning of Section 1297 of the Code with respect to the taxable year of Target or the Subsidiary that includes the Implementation Date;

(t)

(returns) all Tax returns required to be lodged by a member of the Target Group have been lodged on a timely basis with the relevant governmental authority and are or will be true, complete and correct in all material respects;

(u)

(Tax paid) all Taxes for which a member of the Target Group is liable that are or have been due and payable, including any penalty or interest, have been paid or appropriately reserved for in the financial statements of the Target Group, and any obligation on a member of the Target Group under any Tax law to withhold amounts at source on account of Tax has been complied with;

(v)

(Tax disputes) there is no current, pending or threatened dispute between a member of the Target Group and any governmental authority in respect of any Tax, and no such dispute is anticipated, nor, to the Target’s knowledge, is there any current, pending or threatened audit or investigation of a member of the Target Group; and

(w)

(Tax status) each Target Share is not an Indirect Australian Real Property Interest within the meaning of section 855-25 of the Tax Act.

12.2	Target's indemnity

12.3	Bidder’s representations and warranties

(a)

(status) it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b)

(power) it has power to enter into this document, to comply with its obligations under it and exercise its rights under it;

(c)

(no contravention) the entry by it into, its compliance with its obligations and the exercise of its rights under, this document do not and will not conflict with:

(i)

its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii)

any law binding on or applicable to it or its assets;

(d)

(authorisations) it has in full force and effect each authorisation necessary for it to enter into this document, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

(e)

(validity of obligations) its obligations under this document are valid and binding and are enforceable against it in accordance with its terms;

(f)

(reliance) the Bidder Information provided to Target for inclusion in the Scheme Booklet will be provided in good faith and on the understanding that Target and its directors will rely on that information for the purposes of preparing the Scheme Booklet and proposing and implementing the Scheme in accordance with the Corporations Act;

(g)

(Bidder Information) the Bidder Information provided in accordance with this document for inclusion in the Scheme Booklet, as at the date of the Scheme Booklet, will not contain any material statement which is misleading or deceptive nor contain any material omission having regard to applicable disclosure requirements and will comply in all material respects with the requirements of the Corporations Act, the applicable Listing Rules, the Securities Act, the Exchange Act and all relevant regulatory guides and other guidelines and requirements of ASIC;

(h)

(provision of information to Independent Expert) all information provided by or on behalf of Bidder to the Independent Expert to enable the Independent Expert’s Report to be prepared and completed will be provided in good faith and on the understanding that the Independent Expert will rely upon that information for the purpose of preparing the Independent Expert’s Report;

(i)

(securities) Bidder’s authorized securities as of February 23, 2024 were:

(i)

58,000,000 shares of Bidder Shares, of which:

(A)

28,039,525 Bidder Shares were issued and outstanding;

(B)

4,196,451 Bidder Shares were reserved for issuance under Bidder’s equity incentive plans;

(C)

8,432,404 Bidder Shares were reserved for issuance in connection with conversions of Bidder’s 1.500% Convertible Senior Notes due 2027 and 2.875% Convertible Senior Notes due 2026, to the extent that holders elect to convert the notes and Bidder elects to satisfy conversions of the notes through physical settlement;

(D)

503,975 Bidder Shares were reserved for issuance upon the exercise of warrants issued to PAR Act III, LLC; and

(ii)

1,000,000 shares of preferred stock, par value $0.02 per share, none of which were issued and outstanding,

(j)

(New Bidder Shares) the New Bidder Shares will be duly authorised and validly issued, fully paid and non-assessable, free of all Encumbrances and third party rights and the New Bidder Shares will rank equally with all other Bidder Shares then on issue;

(k)

(no dealing with Target Shareholders) neither it nor any of its associates has any agreement, arrangement or understanding with any Target Shareholder under which that Target Shareholder (or an associate of that Target Shareholder) would be entitled to receive consideration for their Target Shares different from the Scheme Consideration or under which the Target Shareholder agrees to vote in favour of the Scheme or against any Competing Transaction;

(l)

(reasonable basis) it has a reasonable basis to expect that it will, by the Implementation Date, have available to it sufficient cash amounts to satisfy Bidder’s obligations to pay the Scheme Consideration in accordance with its obligations under this document, the Scheme and the Deed Poll;

(m)

(SEC) since 1 January 2023:

(i)

Bidder has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Bidder since 1 January 2023 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Bidder Reporting Documents”);

(ii)

as of its date, each Bidder Reporting Document filed with or furnished to the SEC complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable;

(iii)

none of the Bidder Reporting Documents as of the date of their respective filings (or, if amended or superseded by a filing, on the date of such amended or superseding filing) contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;

(n)

(conduct of business) since 1 January 2023, except as set forth in the Bidder Reporting Documents, (x) Bidder has conducted its business and operations in the ordinary course of business in all material respects; and (y)no action has been taken by Bidder that would give rise to a Bidder Prescribed Event had such action been taken between the date of this document and the Implementation Date;

(o)

(regulatory approvals) so far as Bidder is aware, no regulatory approval is required to be obtained by Bidder in order for it to execute, deliver and perform this document, other than those approvals set out in clause 3.1; and

(p)

(Insolvency event) the Bidder is not Insolvent.

12.4	Bidder’s indemnity

13.1	Termination events

(a)

(End Date) by either party, if the Scheme has not become Effective on or before the End Date, unless the failure of the Scheme to become Effective on or before the End Date is due to the failure of the party seeking to terminate this document to perform or observe its obligations, covenants and agreements under this document;

(b)

(lack of support) by Bidder at any time prior to 8.00am on the Second Court Date if the Target Board or the Chief Executive Officer / Managing Director of Target:

(i)

fails to recommend the Scheme in the manner described in clauses 5.2(b) and 6.1; or

(ii)

withdraws or changes its recommendation to the Scheme Participants that they vote in favour of the resolution to approve the Scheme (including making any public statement to such effect);

(c)

(material breach) by either Bidder or Target at any time prior to 8.00am on the Second Court Date, if the other is in material breach of a term of this document (including any representation and warranty not being true and correct), taken in the context of the Scheme as a whole, provided that Bidder or Target (as the case may be) has, if practicable, given notice to the other setting out the relevant circumstances and the relevant circumstances continue to exist 10 Business Days (or any shorter period ending at 8.00am on the Second Court Date) after the time such notice is given;

(d)

(Superior Proposal) by Target at any time prior to 8:00am on the Second Court Date if the Target Board determines, in accordance with clause 9.5 and after completion of the processes in, and having complied with its obligations under, clauses 9.7, 9.8 and 9.9, that a Competing Transaction (that was not directly or indirectly brought about, or facilitated by, any breach of clause 9.2) is a Superior Proposal;

(e)

(consultation or appeal failure) in accordance with and pursuant to:

(i)

clause 3.8(c);

(ii)

clause 3.8(d); or

(iii)

clause 5.8; or

(f)

(agreement) if agreed to in writing by Bidder and Target.

13.2	Termination

13.3	Effect of Termination

13.4

Damages

(a)

In addition to the right of termination under clause 13.1, where there is no appropriate remedy for the breach in this document (other than termination), the non-defaulting party is entitled to damages for Losses suffered by it and expenses incurred by it as a result of the breach of the terms of this document.

(b)

Nothing in this clause 13 affects the Bidder’s right to specific performance, injunctive relief or any other remedies which would otherwise be available in equity or law as a remedy for a breach or threatened breach of this document by any party.

14.1	Public announcement of Scheme

14.2	Required disclosure

14.3	Other announcements

(a)

Subject to clauses 14.1 and 14.2, no party may make any public announcement or disclosure in connection with the Scheme (including disclosure to a Regulatory Authority) other than in a form approved by each party (acting reasonably).  Each party will use all reasonable endeavours to provide such approval as soon as practicable.

(b)

The parties agree that, for the purposes of clause 14.3(a), if a party approves the form of an Announcement, that approval will also extend to any other public announcement or disclosure made in connection with the Scheme that is consistent in tone and substance with all or part of that announcement.

15.1	Confidentiality Agreement

15.2	Survival of obligations

15.3	US Securities Law acknowledgement

16.1

Form

16.2

Delivery

(a)

left at the address referred to in the Details;

(b)

sent by regular ordinary post (airmail if appropriate) to the address referred to in the Details; or

(c)

sent by email to the address referred to in the Details.

16.3	When effective

16.4	When taken to be received

(a)

if sent by post, 6 Business Days after posting (or 10 days after posting if sent from one country to another);

(b)

if sent by email:

(i)

when the sender receives an automated message confirming delivery; or

(ii)

2 hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed (which excludes any response generated by or at the instigation of the recipient such as an 'out of office' message),

16.5	Receipt outside business hours

17.1	Definitions and interpretation

(a)

a term which has a defined meaning in the GST Act has the same meaning when used in this clause, unless the contrary intention appears; and

(b)

each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as if it were a separate supply.

17.2	GST exclusive

17.3	Payment of GST

(a)

If GST is payable, or notionally payable, on a supply in connection with this document, the party providing the consideration for the supply agrees to pay to the supplier an additional amount equal to the amount of GST payable on that supply (“GST Amount”).

(b)

Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time as the GST-exclusive consideration for the supply, or the first part of the GST-exclusive consideration for the supply (as the case may be), is payable or is to be provided.

(c)

This clause does not apply to the extent that the consideration for the supply is expressly stated to include GST or the supply is subject to a reverse-charge.

17.4	Adjustment events

17.5	Reimbursements

18.1

Costs

18.2	Stamp duty and registration fees

(a)

agrees to pay or reimburse all stamp duty, registration fees and similar taxes payable or assessed as being payable in connection with the Scheme, this document or any other transaction entered into in accordance with this document (including any surcharge, fees, fines, penalties and interest in connection with any of those amounts); and

(b)

indemnifies Target against, and agrees to reimburse and compensate it for, any liability in respect of stamp duty under clause 18.2(a).

18.3	Withholding tax

(a)

If Bidder or any Bidder Nominee is required by Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth) (Subdivision 14-D) to pay amounts to the Commissioner of Taxation in respect of the acquisition of Target Shares from certain Target Shareholders, Bidder or Bidder Nominee is permitted to deduct the relevant amounts from the payment of the Scheme Consideration to those Target Shareholders, and remit such amounts to the Commissioner of Taxation. The aggregate sum payable to Target Shareholders shall not be increased to reflect the deduction and the net aggregate sum payable to those Target Shareholders shall be taken to be in full and final satisfaction of the amounts owing to those Target Shareholders.

(b)

Bidder, on its own behalf and on behalf of any Bidder Nominee, acknowledges and agrees, that it shall not pay any amounts to the Commissioner of Taxation under clause 18.3(a) with respect to a Target Shareholder where it receives an entity declaration from the Target Shareholder (or Target on behalf of any Target Shareholder) prior to the Implementation Date, where:

(i)

the entity declaration is made in accordance with the requirements in section 14-225 of Subdivision 14-D and covers the Implementation Date (Entity Declaration); and

(ii)

the Bidder and any Bidder Nominee does not know that the Entity Declaration is false.

(c)

If the Bidder and any Bidder Nominee form the view that it has knowledge that an Entity Declaration it has received is false, and the Bidder and any Bidder Nominee received the Entity Declaration more than 30 days before the Implementation Date, the Bidder, on its own behalf and on behalf of the any Bidder Nominee, agrees that it shall not pay any amounts to the Commissioner of Taxation in respect of that Target Shareholder until it has:

(i)

provided information upon which it relied to form that view to the Target Shareholder who has provided that Entity Declaration no less than 20 days before the Implementation Date;

(ii)

provided the Target Shareholder by notice in writing the opportunity to review the information provided to it and respond with their views no less than 10 days before the Implementation Date; and

(iii)

reviewed any response from the Target Shareholder and, after having reconsidered its view, still be of the view that it has knowledge that the Entity Declaration it has received is false.

(d)

Target agrees that Bidder and any Bidder Nominee may approach the Australian Taxation Office to obtain clarification as to the application of Subdivision 14-D to the Scheme and will provide all information and assistance that Bidder and Bidder Nominee reasonably require in making any such approach. Bidder agrees and will procure any Bidder Nominee:

(i)

to provide Target a reasonable opportunity to review the form and content of all materials to be provided to the Australian Taxation Office, and must incorporate Target’s reasonable comments on those materials, and more generally to take into account Target’s comments in relation to the Bidder’s and Bidder Nominee's engagement with the Australian Taxation Office, and provide Target a reasonable opportunity to participate in any discussions and correspondence between Bidder or Bidder Nominee and the Australian Taxation Office in connection with the application of Subdivision 14-D to the Scheme; and

(ii)

not to contact any Target Shareholders in connection with the application of Subdivision 14-D to the Scheme without Target’s prior written consent.

(e)

The parties agree to consult in good faith as to the application of Subdivision 14-D, including taking into account any clarification provided by the Australian Taxation Office following any process described in clause 18.3(b). The parties agree to take all actions that they agree (each acting reasonably) are necessary or desirable following that consultation which may include, without limitation, making amendments to this deed, the Scheme and the Deed Poll to ensure that relevant representations are obtained from Target Shareholders.

(f)

The parties hereto agree that, absent a change in applicable law, no withholding shall be made with respect to any amounts paid pursuant to this document and/or the Scheme as a result of the application of Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that Target will confirm in writing on both the signature date of this Agreement and on the Effective Date that to Target’s knowledge no more than 49.9% of the beneficial owners of Target Shares or any other direct or indirect interests in the Target, beneficially owns any direct or indirect interests in Bidder (in each case, taking into account the constructive ownership rules of Section 318 of the Code).

19.1	Variation and waiver

19.2	Consents, approvals or waivers

19.3	Discretion in exercising rights

19.4	Partial exercising of rights

19.5	Conflict of interest

19.6	Remedies cumulative

19.7	Indemnities and reimbursement obligations

(a)

is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this document, any settlement or any other thing;

(b)

is independent of any other obligations under this document; and

(c)

continues after this document, or any obligation arising under it, ends.

19.8	Inconsistent law

19.9	Supervening law

19.10

Counterparts

19.11

Entire agreement

19.12

Further steps

(a)

bind the party and any other person intended to be bound under this document; or

(b)

show whether the party is complying with this document.

19.13

No liability for loss

19.14

Severability

19.15

Rules of construction

19.16

Assignment

19.17

Enforceability

(a)

Target is taken to be acting as agent and trustee on behalf of and for the benefit of all Target Indemnified Parties; and

(b)

Bidder is taken to be acting as agent and trustee on behalf of and for the benefit of all Bidder Indemnified Parties,

19.18

Specific Performance

(a)

The parties acknowledge and agree that irreparable harm would occur and that the parties would not have any adequate remedy at law:

(i)

for any material breach of this document; or

(ii)

in the event that any of the material provisions of this document were not performed in accordance with their specific terms.

(b)

It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent material breaches or threatened material breaches of this document and to specifically enforce the material terms and provisions of this document (this being in addition to any other remedy to which they are entitled under this document or under applicable law). The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law.

19.19

No representation or reliance

(a)

no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this document, except for representations or inducements expressly set out in this document;

(b)

it does not enter into this document in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this document; and

(c)

clauses 19.19(a) and 19.19(b) above do not prejudice any rights a party may have in relation to information which had been filed by the other party with ASIC or ASX.

20.1	Governing law and jurisdiction

20.2	Serving documents

20.3	Appointment of process agent

(a)

irrevocably appoints Clayton Utz as its process agent to receive any document in an action in connection with this document, and agrees that any such document may be served on Bidder by being delivered to or left for Bidder at the following address:

(b)

agrees that failure by a process agent to notify Bidder of any document in an action in connection with this document does not invalidate the action concerned.

Schedule 1

Timetable (clause 5.1)

	Event		Indicative date
	Lodge Scheme Booklet with ASIC and ASX		Week commencing 8 April 2024
	First Court Date		Week commencing 29 April 2024
	Printing and despatch of Scheme Booklet		Week commencing 29 April 2024
	Election Date		Week commencing 3 June 2024
	Scheme Meeting held		Week commencing 3 June 2024
	Second Court Date		Week commencing 24 June 2024
	Lodge Court order with ASIC (Effective Date)		1 Business Day after Second Court Date
	Last day of trading in Target Shares on ASX
	Record Date for the Scheme		2 Business Days after Effective Date
	Implementation Date		5 Business Days after Record Date for the Scheme