Common use of Excluded Shareholders Clause in Contracts

Excluded Shareholders. The attention of Excluded Shareholders (being Overseas Shareholders and Sanctions Restricted Persons) is drawn to the paragraph titled “Excluded Shareholders” in Part 2 of this document. Overseas Shareholders will not receive a copy of the Aurora Prospectus unless they have satisfied the Directors and the Aurora Directors that they are entitled to receive and hold New Aurora Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or Aurora with any overseas laws, regulations, filing requirements or the equivalent. Sanctions Restricted Persons will not receive a copy of the Aurora Prospectus. Excluded Shareholders will not receive New Aurora Shares pursuant the Scheme in circumstances in which the Liquidators and/or Aurora acting reasonably consider that, notwithstanding that Excluded Shareholder’s entitlement to such New Aurora Shares under the Scheme, any such issue of New Aurora Shares to that Excluded Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or Aurora reasonably believes that the same may violate any applicable legal or regulatory requirements or may require Aurora to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or Aurora, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Excluded Shareholders is permitted to hold New Aurora Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that Aurora would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). To the extent that such an Excluded Shareholder would otherwise receive New Aurora Shares under the Scheme either because no Election, or a partial Election, for the Cash Option was made, or because an Excess Application was scaled back, then: (a) each such Excluded Shareholder that has elected for at least their pro rata Basic Entitlement under the Cash Option will have their election treated in the same manner as any other Shareholder’s election for cash, and will be deemed to have elected to receive New Aurora Shares for the remainder of their Ordinary Shares; (b) each such Excluded Shareholder that has not elected to receive cash under the Cash Option, or has elected for less than their pro rata Basic Entitlement, will be deemed to have elected for their pro rata Basic Entitlement in respect of the Cash Option and to receive New Aurora Shares for the remainder of their Shares; and (c) such New Aurora Shares will then be issued to the Liquidators (as nominees on behalf of the relevant Excluded Shareholder) who will arrange for the New Aurora Shares to be sold on the stock market promptly by a market maker (which will be done without regard to the personal circumstances of the relevant Excluded Shareholder or the value of the Shares held by the relevant Excluded Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid: (i) in respect of each Excluded Shareholder who is not also a Sanctions Restricted Person, to the relevant Excluded Shareholder entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that entitlements of less than £5.00 per Excluded Shareholder will be retained in the Liquidation Pool; or (ii) in respect of each Sanctions Restricted Person, at the sole and absolute discretion of the Liquidators and will be subject to applicable laws and regulations.

Excluded Shareholders. The attention of Excluded Shareholders (being Overseas Shareholders and Sanctions Restricted Persons) is drawn to the paragraph titled “Excluded Shareholders” in Part 2 of this document. Overseas Shareholders will not receive a copy of the Aurora Prospectus unless they have satisfied the Directors and the Aurora Directors that they are entitled to receive and hold New Aurora Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or Aurora with any overseas laws, regulations, filing requirements or the equivalent. Sanctions Restricted Persons will not receive a copy of the Aurora Prospectus. 15.1 Excluded Shareholders will not receive New Aurora Shares pursuant the Scheme in circumstances in which the Liquidators and/or Aurora acting reasonably consider that, notwithstanding that Excluded Shareholder’s entitlement to such New Aurora Shares under the Scheme, any such issue of New Aurora Shares to that Excluded Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or Aurora reasonably believes that the same may violate any applicable legal or regulatory requirements or may require Aurora to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or Aurora, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Excluded Shareholders is permitted to hold New Aurora Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that Aurora would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). . 15.2 To the extent that such an Excluded Shareholder would otherwise receive New Aurora Shares under the Scheme either because no Election, or a partial Election, for the Cash Option was made, or because an Excess Application was scaled back, then: (a) 15.2.1 each such Excluded Shareholder that has elected for at least their pro rata Basic Entitlement under the Cash Option will have their election treated in the same manner as any other Shareholder’s election for cash, and will be deemed to have elected to receive New Aurora Shares for the remainder of their Ordinary Shares; (b) 15.2.2 each such Excluded Shareholder that has not elected to receive cash under the Cash Option, or has elected for less than their pro rata Basic Entitlement, will be deemed to have elected for their pro rata Basic Entitlement in respect of the Cash Option and to receive New Aurora Shares for the remainder of their Shares; and (c) 15.2.3 such New Aurora Shares will then be issued to the Liquidators (as nominees on behalf of the relevant Excluded Shareholder) who will arrange for the New Aurora Shares to be sold on the stock market promptly by a market maker (which will be done without regard to the personal circumstances of the relevant Excluded Shareholder or the value of the Shares held by the relevant Excluded Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid: (i) in respect of each Excluded Shareholder who is not also a Sanctions Restricted Person, to the relevant Excluded Shareholder entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that entitlements of less than £5.00 per Excluded Shareholder will be retained in the Liquidation Pool; or (ii) in respect of each Sanctions Restricted Person, at the sole and absolute discretion of the Liquidators and will be subject to applicable laws and regulations.or