Common use of Ineligible Foreign Holders Clause in Contracts

Ineligible Foreign Holders. (a) Red Light has no obligation under this Scheme to issue any Scheme Consideration to an Ineligible Foreign Holder under the Scheme. (b) The Red Light Shares that would, but for this clause 6.8, have been issued to an Ineligible Foreign Holder as Scheme Consideration, must be issued by Red Light to the Sale Agent and Red Light must procure that: (i) the name and registered address of the Sale Agent is entered into the Red Light Share Register on the Implementation Date in respect of the Red Light Shares required to be issued to it under clause 5.4(b); and (ii) a holding statement is sent to the registered address of the Sale Agent, representing the number of Red Light Shares issued to it. (c) Red Light must procure that the Sale Agent: (i) as soon as reasonably practicable and, in any event, not more than 15 Business Days after the Implementation Date, sells all the Red Light Shares issued to the Sale Agent pursuant to clause 6.8(b) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith for the benefit of the Ineligible Foreign Holders; and (ii) promptly after receiving the proceeds in respect of the sale of all of the Red Light Shares referred to in clause 6.8(c)(i): (A) accounts to the Ineligible Foreign Holders for the net proceeds of sale (on an averaged basis so that all Ineligible Foreign Holders receive the same price per Red Light Share, subject to rounding to the nearest whole cent) in Australian dollars (after deduction of any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges) at the Ineligible Foreign Holders’ risk in full satisfaction of the Ineligible Foreign Holders’ rights under this Scheme; and (B) remits the net proceeds of sale to the Ineligible Foreign Holders by dispatching, or procuring the dispatch of, a cheque for the relevant amount in Australian dollars drawn in the name of the Ineligible Foreign Holders (or in the case of joint holders, in accordance with clause 6.4) by ordinary pre-paid post to the address of that Ineligible Foreign Holder appearing in the Creso Share Register on the Record Date. (d) In the event that the Sale Agent believes, after consultation with ▇▇▇▇▇, that an Ineligible Foreign Holder is not known at its address appearing in the Creso Share Register on the Record Date, the Sale Agent may credit the amount payable to that Ineligible Foreign Holder to a separate bank account of Red Light to be held until the Ineligible Foreign Holder claims the amount or the interest is dealt with in accordance with unclaimed money legislation, and Red Light must hold the amount in trust but any amount accruing from the amount will be to the benefit of Red Light. An amount credited to the account is to be treated as having been paid to the Ineligible Foreign Holder. Red Light must maintain records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. (e) Payment by the Sale Agent to an Ineligible Foreign Holder in accordance with clauses 6.8(a) to 6.8(d) satisfies in full the Ineligible Foreign Holder's right to the Scheme Consideration.

Ineligible Foreign Holders. (a) Red Light has YM will be under no obligation under this Scheme to issue, and must not issue, any YM Shares to any Ineligible Foreign Holder and, instead: (1) YM will issue any Scheme Consideration the YM Shares which would otherwise be required to an be issued to the Ineligible Foreign Holder under the Scheme., to the Nominee; (b) The Red Light Shares that would, but for this clause 6.8, have been issued to an Ineligible Foreign Holder as Scheme Consideration, must be issued by Red Light to the Sale Agent and Red Light must procure that: (i2) the name and registered address of the Sale Agent is entered into the Red Light Share Register on the Implementation Date in respect of the Red Light Nominee will sell those YM Shares required to be issued to it under clause 5.4(b); and (ii) a holding statement is sent to the registered address of the Sale Agent, representing the number of Red Light Shares issued to it. (c) Red Light must procure that the Sale Agent: (i) as soon as reasonably practicable and, and in any event, event not more less than 15 Business Days after the Implementation Date, sells all the Red Light Shares issued to the Sale Agent pursuant to clause 6.8(b) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith for the benefit of the Ineligible Foreign Holders; and; (ii3) promptly after receiving the proceeds in respect of the sale of all of the Red Light YM Shares referred required to be sold by clause 5.1(a)(2), the Nominee will pay each Ineligible Foreign Holder (in accordance with this clause 6.8(c)(i):5.2) the net proceeds received, after: (A) accounts deducting any applicable brokerage, stamp duty and other taxes and charges; (B) to the Ineligible Foreign Holders for extent the net proceeds of sale received by the Nominee are in a currency other than Australian dollars, converting the proceeds into Australian dollars; (on an averaged basis C) averaging the total amount payable so that all Ineligible Foreign Holders receive the same price per Red Light YM Share, subject to ; and (D) rounding down to the nearest whole cent) in Australian dollars (after deduction of , provided that if YM receives professional advice that any applicable brokeragewithholding or other tax is required by law to be withheld from any such payment, foreign exchange, stamp duty and other selling costs, taxes and charges) at YM will procure that the Ineligible Foreign Holders’ risk in full satisfaction of the Ineligible Foreign Holders’ rights under this Scheme; and (B) remits the net proceeds of sale to the Ineligible Foreign Holders by dispatching, or procuring the dispatch of, a cheque for Nominee withholds the relevant amount in Australian dollars drawn in before making the name of the Ineligible Foreign Holders (or in the case of joint holders, in accordance with clause 6.4) by ordinary pre-paid post to the address of that Ineligible Foreign Holder appearing in the Creso Share Register on the Record Date. (d) In the event that the Sale Agent believes, after consultation with ▇▇▇▇▇, that an Ineligible Foreign Holder is not known at its address appearing in the Creso Share Register on the Record Date, the Sale Agent may credit the amount payable to that Ineligible Foreign Holder to a separate bank account of Red Light to be held until the Ineligible Foreign Holder claims the amount or the interest is dealt with in accordance with unclaimed money legislation, and Red Light must hold the amount in trust but any amount accruing from the amount will be to the benefit of Red Light. An amount credited to the account is to be treated as having been paid payment to the Ineligible Foreign Holder. Red Light must maintain records of the amounts paid, the people who are entitled YM will procure that any amount so withheld is paid to the amounts and any transfers of relevant taxation authorities within the amountstime permitted by law. (eb) Each Ineligible Foreign Holder agrees that the amount referred to in clause 5.2(a)(d) may be paid to it by the Nominee sending, to the address on the Register as at the Record Date, a cheque in Australian currency drawn on an Australian bank for the relevant amount. (c) Payment by the Sale Agent of an amount to an Ineligible Foreign Holder in accordance with clauses 6.8(a) to 6.8(d) satisfies this clause 5.2 will be in full satisfaction of the obligations of YM to that Ineligible Foreign Holder under the Scheme in respect of the Scheme Consideration. (d) None of Cytopia, YM or the Nominee give any assurance as to the price that will be achieved for the sale of the YM Shares by the Nominee. The sale of the YM Shares under this clause 5.2 will be at the risk of the Ineligible Foreign Holder's right . (e) Each Ineligible Foreign Holder appoints Cytopia as its agent to receive on its behalf any financial services guide or other notices (including any update of those documents) that the Nominee is required to provide to the Scheme ConsiderationIneligible Foreign Holder.

Ineligible Foreign Holders. (a) Red Light has SPI will be under no obligation under this Scheme to issue issue, and will not issue, any Scheme Consideration New SPI Shares to an Ineligible Foreign Holders, and instead: (i) all the New SPI Shares which would otherwise be required to be issued to any Ineligible Foreign Holder under the Scheme. (b) The Red Light Shares that would, but for this clause 6.8if they were eligible to receive them, have been issued to an Ineligible Foreign Holder as Scheme Consideration, must will be issued by Red Light to the Sale Agent and Red Light must procure that: (i) the name and registered address of the Sale Agent is entered into the Red Light Share Register on the Implementation Date in respect of the Red Light Shares required to be issued to it under clause 5.4(b); andAgent; (ii) a holding statement is sent to the registered address of the Sale AgentSPI will procure that, representing the number of Red Light Shares issued to it. (c) Red Light must procure that the Sale Agent: (i) as soon as reasonably practicable and, (and in any event, event not more than 15 fifteen (15) Business Days after the Implementation Date), the Sale Agent sells on ASX all of the Red Light New SPI Shares issued to the Sale Agent pursuant to clause 6.8(b4.9(a)(i) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith for (and at the benefit risk of the Ineligible Foreign Holders; and (ii) promptly after receiving ), and remits to SPI the proceeds in respect of the sale of all of the Red Light Shares referred to in clause 6.8(c)(i): (A) accounts to the Ineligible Foreign Holders for the net proceeds of sale (on an averaged basis so that all Ineligible Foreign Holders receive the same price per Red Light Share, subject to rounding to the nearest whole cent) in Australian dollars (after deduction of deducting any applicable brokerage, foreign exchange, stamp duty brokerage and other selling costs, taxes and charges) at the (Proceeds); and (iii) SPI will pay to each Ineligible Foreign Holders’ risk Holder such fraction of the Proceeds as is equal to the number of New SPI Shares which would have been issued to that Ineligible Foreign Holder (if they were eligible to receive New SPI Shares) divided by the total number of New SPI Shares issued to the Sale Agent under clause 4.9(a)(i), promptly after the last sale of New SPI Shares by the Sale Agent, in full satisfaction of the Ineligible Foreign Holders’ rights under this Scheme; and (B) remits the net proceeds of sale SPI’s obligations to the those Ineligible Foreign Holders under the Scheme in respect of the Scheme Consideration. (b) SPI will pay the relevant fraction of the Proceeds to each Ineligible Foreign Holder by either: (i) dispatching, or procuring the dispatch ofdispatch, a cheque for the relevant amount in Australian dollars drawn in the name of the Ineligible Foreign Holders (or in the case of joint holders, in accordance with clause 6.4) by ordinary pre-paid post to the address of that Ineligible Foreign Holder appearing in the Creso Share Register on the Record Date. (d) In the event that the Sale Agent believes, after consultation with ▇▇▇▇▇, that an Ineligible Foreign Holder is not known at its address appearing in the Creso Share Register on the Record Date, the Sale Agent may credit the amount payable to that Ineligible Foreign Holder by prepaid post to that Ineligible Foreign Holder’s Registered Address (at the Record Date), a separate bank cheque in the name of that Ineligible Foreign Holder; or (ii) making a deposit in an account of Red Light to be held until with any ADI (as defined in the Banking Act 1959 (Cth)) in Australia notified by that Ineligible Foreign Holder claims the amount to EXG (or the interest is dealt with Share Registry) and recorded in accordance with unclaimed money legislation, and Red Light must hold or for the amount in trust but any amount accruing from the amount will be to the benefit of Red Light. An amount credited to the account is to be treated as having been paid to the Ineligible Foreign Holder. Red Light must maintain records purposes of the amounts paidRegister at the Record Date, for the people who are entitled to the amounts and any transfers of the amountsrelevant amount, with that amount being denominated in Australian dollars. (ec) Payment by Each Ineligible Foreign Holder appoints EXG as its agent to receive on its behalf any financial services guide or other notices (including any updates of those documents) that the Sale Agent is required to an provide to Ineligible Foreign Holder in accordance with clauses 6.8(a) to 6.8(d) satisfies in full Holders under the Ineligible Foreign Holder's right to the Scheme ConsiderationCorporations Act.