Common use of Holding Lock Clause in Contracts

Holding Lock. (a) The Subscriber agrees to the application of a Holding Lock to the Escrowed Securities during the Escrow Period, which may only be removed in accordance with clause 6(d). (b) For the avoidance of doubt, nothing in this clause prevents the Subscriber from: (i) exercising the Subscription Options in accordance with their terms. In circumstances where the Subscription Options are exercised during the Escrow Period, the Shares which are issued to the Subscriber on their exercise will be subject to a Holding Lock for the balance of the Escrow Period; (ii) exercising any voting rights attaching to the Escrowed Securities; (iii) receiving or being entitled to any dividend, return of capital or other distribution attaching to the Escrowed Securities; or (iv) receiving or participating in any rights or bonus issue in connection with the Escrowed Securities. (c) The Subscriber must not Deal in the Escrowed Securities during the Escrow Period. (d) Subject to clauses 6(e) and 6(f), the Escrow Period will end, and the Issuer must remove the Holding Lock with respect to the Escrowed Securities, in any one of the following scenarios: (i) the announcement of a bona fide third party offer under a Takeover Bid in relation to all or a majority of the Shares, where the third party is not an associate (as defined in section 12 of the Corporations Act) of EEA and EEA has not issued an intention statement relating to that Takeover Bid; (ii) an implementation agreement to implement a scheme of arrangement under Part 5.1 of the Corporations Act, in respect of all or a majority of the issued Shares of the Issuer, is announced by the Issuer; (iii) the Issuer enters into any agreement to give effect to a proposal that, if completed, would result in a bona fide third party: (A) acquiring a relevant interest in more than 20% of the Shares; or (B) directly or indirectly acquiring Control of the whole or the vast majority of the business or assets of the Issuer; (iv) to the extent necessary to permit the Subscriber to participate in any equal access share buyback or capital return or capital reduction in respect of the Subscription Securities made by the Issuer in accordance with the Corporations Act; (v) the Condition is not satisfied or waived on or before 1 March 2023; (vi) an Insolvency Event occurs in respect of the Company or any of its material subsidiaries; (vii) the Dealing is required by applicable law (including an order of a court of competent jurisdiction); (viii) the Company announces any proposal to de-list from the official list of the stock exchange operated by ASX; or (ix) where the Board of the Issuer otherwise determines. (e) The Issuer must remove the Holding Lock with respect to the Escrowed Securities: (i) if no event set out in clause 6(d) has occurred, on the Business Day after the end of the Escrow Period; or (ii) within 2 Business Days of the Subscriber requesting the Holding Lock is removed after an event set out in clause 6(d) occurring. (f) The Issuer must comply with the timing requirements set out in ASX Listing Rule 3.10A. (g) Notwithstanding any condition to the contrary in this agreement, during the Escrow Period, the Subscriber may transfer all or part of the Subscription Securities to a Related Entity of the Subscriber who does not require a disclosure document or any action of the Issuer under any applicable laws, provided that the Subscriber provides the Issuer with notice of transfer at least 2 Business Days before such transfer and such Related Entity enters into a deed poll in favour of the Issuer agreeing to be bound by the terms and condition of this agreement as if it was the Subscriber.