Common use of Scheme Conditions Clause in Contracts

Scheme Conditions. 10.2.1. The Scheme and the implementation thereof will be subject to the fulfilment or, where applicable, waiver or adjustment of each of the following conditions precedent: 10.2.1.1. the Independent Expert has issued an opinion confirming the terms of the Scheme and the Scheme Consideration as being fair and reasonable; 10.2.1.2. having regard to the fairness opinion contemplated in clause 10.2.1.1, the Bell Equipment Independent Board has resolved that it is of the opinion that the Scheme Consideration is fair and reasonable and has resolved to recommend to Bell Equipment Shareholders that they vote in favour of the Scheme Resolution; 10.2.1.3. the Circular has been approved by the JSE and the TRP; 10.2.1.4. to the extent that any agreement between Bell Equipment and any of its funders contains any cancelation or other rights in favour of the relevant funder which will be triggered by the implementation of the IAB Offer and/or the Delisting without the approval of the funder concerned, the relevant funder(s) providing such approval; 10.2.1.5. as at the date on which the last of the Scheme Conditions set out in clauses 10.2.1.1 to 10.2.1.4 has been fulfilled or, where waiver or adjustment is permitted, waived, there has, in IAB’s reasonable opinion, since the Signature Date been no event which: 10.2.1.5.1. has resulted or will reasonably result in any cost, loss, damage, charge and/or expense to Bell Equipment exceeding an amount of ZAR 80 000 000 (eighty million Rand); or 10.2.1.5.2. is reasonably likely to result in the earnings before interest, taxation, depreciation and amortisation (“EBITDA”) of Bell Equipment as will be indicated in the consolidated audited annual financial statements for the period ending December 2024, being less than the EBITDA for the preceding financial year (ended December 2023) by 14% (fourteen per cent) or more; or provided that the Scheme Condition in this clause 10.2.1.5 shall be deemed to have been fulfilled, notwithstanding that an event as contemplated in clause 10.2.1.5.1 or 10.2.1.5.2 has occurred, if (1) IAB or any of its directors were, as at the Signature Date, aware of such event or the likelihood of it occurring following due and careful enquiry or (2) such event occurred in the ordinary course of business; or (3) provision was made in the consolidated audited annual financial statements for the period ended December 2023, for such event and its consequences, whether provisional or not. If ▇▇▇▇ Equipment disputes IAB’s opinion that an event in clause 10.2.1.5.1 has occurred or if IAB disputes that the circumstances in (1), (2) or

Scheme Conditions. 10.2.1. 6.3.1 The Scheme and the implementation thereof will be subject to the fulfilment orfulfilment, or where applicable, waiver or adjustment of each of the following conditions precedentScheme Conditions: 10.2.1.1. 6.3.1.1 the Independent Expert referred to in paragraph 10 below has issued an opinion confirming the terms of the Scheme and the Scheme Consideration as being fair and reasonable; 10.2.1.2. 6.3.1.2 having regard to the fairness opinion contemplated in clause 10.2.1.1paragraph 6.3.1.1 above, the Bell Equipment Independent Board has resolved that it is of the opinion that the Scheme Consideration is fair and reasonable and has resolved to recommend to Bell Equipment Shareholders that they vote in favour of the Scheme Resolution; 10.2.1.3. 6.3.1.3 the Circular has been approved by the JSE and the TRP; 10.2.1.4. 6.3.1.4 to the extent that any agreement between Bell Equipment and any of its funders contains any cancelation cancellation or other rights in favour of the relevant funder which will be triggered by the implementation of the IAB Offer and/or the Delisting delisting of the Company without the approval of the funder concerned, the relevant funder(s) providing such approval; 10.2.1.5. 6.3.1.5 as at the date on which the last of the Scheme Conditions set out in clauses 10.2.1.1 paragraphs 3.1.1 to 10.2.1.4 6.3.1.4 above has been fulfilled or, where waiver or adjustment is permitted, waived, there has, in IAB’s reasonable opinion, since the Signature Date been no event which: 10.2.1.5.1. 6.3.1.5.1 has resulted or will reasonably result in any cost, loss, damage, charge and/or expense to Bell Equipment exceeding an amount of ZAR 80 R80 000 000 (eighty million Rand)000; or 10.2.1.5.2. 6.3.1.5.2 is reasonably likely to result in the earnings before interest, taxation, depreciation and amortisation (“EBITDA”) of Bell Equipment as will be indicated in the consolidated audited annual financial statements for the period ending December 2024, being less than the EBITDA for the preceding financial year (ended December 2023) by 14% (fourteen per cent) or more; or , provided that the Scheme Condition in this clause 10.2.1.5 paragraph 6.3.1.5 shall be deemed to have been fulfilled, notwithstanding that an event as contemplated in clause 10.2.1.5.1 or 10.2.1.5.2 paragraph 1.5.2 has occurred, if (1) IAB or any of its directors were, as at the Signature Date, aware of such event or the likelihood of it occurring following due and careful enquiry or (2) such event occurred in the ordinary course of business; or (3) provision was made in the consolidated audited annual financial statements for the period ended December 2023, for such event and its consequences, whether provisional or not. If ▇▇▇▇ Equipment disputes IAB’s opinion that an event in clause 10.2.1.5.1 paragraph 6.3. 1.5.1 has occurred or if IAB disputes that the circumstances in (1), (2) oror (3) immediately above is/are present, if applicable, (the “Dispute”), then: