Common use of Scheme Consideration Clause in Contracts

Scheme Consideration. (a) Subject to the terms and conditions of this deed and the Scheme, Pubco undertakes and warrants to BTH that, in consideration of the transfer to Pubco of each Scheme Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date, Pubco will: (i) accept that transfer; and (ii) provide to each Scheme Shareholder the Scheme Consideration set out in clause 4.2(b) for the Scheme Shares held by that Scheme Shareholder on the Scheme Record Date, in accordance with the terms of this deed and the Scheme. (b) Subject to the terms and conditions of this deed and the Scheme (including clause 4.6 relating to Ineligible Foreign Shareholders), if the Scheme becomes Effective, the Scheme Consideration to be provided to each Scheme Shareholder will be: (i) (No Cash Election Facility) where Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Notice – the issue by Pubco to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Shares; and (ii) (Cash Election Facility) where Pubco has provided BTH and SPAC with a Cash Election Facility Trigger Notice and: (A) that Scheme Shareholder has not made a valid Cash Election – the issue by Pubco to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Shares; and (B) that Scheme Shareholder has made a valid Cash Election – subject to the scale back provisions in clause 4.4, USD $0.16145 in cash for each of their Scheme Shares. (c) Clauses 4.3, 4.4, 4.5(b) and 4.8(a)(i)-(ii) shall not apply if Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Notice. (d) In the event that, on or prior to the date that is 20 Business Days prior to the Scheme Meeting, Pubco has entered into: (i) PIPE Subscription Agreements in accordance with the terms of the BCA pursuant to which PIPE Investors have subscribed to purchase Pubco Ordinary Shares for at least US$10 per Pubco Ordinary Share (unless otherwise consented to in writing by BTH); and (ii) if applicable, a debt facility on terms approved in writing by BTH, (funding arrangements) under which Pubco will raise an aggregate amount in cash of at least USD$15,000,000 which is able to be drawn by Pubco by no later than the Business Day before the Implementation Date (the Minimum Cash Pool Amount), then Pubco shall provide BTH and SPAC with written notice by the date that is 20 Business Days prior to the Scheme Meeting stating the aggregate amount raised under all such funding arrangements entered into by Pubco as of such date (a Cash Election Facility Trigger Notice). (e) In the event that Pubco provides BTH and SPAC with a Cash Election Facility Trigger Notice, the parties shall mutually agree (each acting reasonably) on the amount of cash to be utilized by Pubco to satisfy Cash Elections from Scheme Shareholders (such amount of cash, the Cash Pool Amount), which Cash Pool Amount shall be publicly announced to BTH Shareholders in accordance with applicable law no later than the date that is 10 Business Days prior to the Scheme Meeting.

Scheme Consideration. (a) Subject If a Scheme Participant does not make a valid Scrip Election (whether or not the Scheme Participant makes a Cash Election) or the provisions of clause 5.2(d) apply then the Scheme Participant will be entitled to the terms and conditions of this deed and the Scheme, Pubco undertakes and warrants to BTH that, in consideration of the transfer to Pubco of receive for each Scheme Share Security held by a that Scheme Shareholder under Participant at the terms of the Scheme, on the Implementation Record Date, Pubco will: (i) accept that transferthe Cash Consideration, which must be paid in the manner referred to in clause 5.3; and (ii) provide to each Scheme Shareholder the Distribution, payable by Target immediately before the payment of the Scheme Consideration set out in clause 4.2(b) for to Scheme Participants and the Scheme Shares held by that Scheme Shareholder transfer of Securities to Bidder on the Scheme Record Implementation Date, in accordance with the terms of this deed and the Scheme. (b) Subject If a Scheme Participant makes a valid Scrip Election, then subject to the terms clauses 5.2(c) and conditions of this deed and the Scheme (including clause 4.6 relating to Ineligible Foreign Shareholders5.2(d), if the Scheme becomes Effective, the Scheme Consideration Participant will be entitled to be provided to receive for each Security held by that Scheme Shareholder will beParticipant at the Record Date: (i) (No Cash Election Facility) where Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Notice – the issue by Pubco Scrip Consideration, which is to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Sharesbe issued in the manner referred to in clause 5.4; and (ii) (Cash Election Facility) where Pubco has provided BTH and SPAC the Distribution, payable in accordance with a Cash Election Facility Trigger Notice and: (A) that Scheme Shareholder has not made a valid Cash Election – the issue by Pubco to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Shares; and (B) that Scheme Shareholder has made a valid Cash Election – subject to the scale back provisions in clause 4.4, USD $0.16145 in cash for each of their Scheme Shares5.5. (c) Clauses 4.3If, 4.4and only if, 4.5(bthe valid Scrip Elections received from Scheme Participants would result in a number of Bid Securities in excess of the Bid Security Consideration Cap being required to be issued to Scheme Participants pursuant to clause 5.2(b), the Scheme Participant will be entitled to receive in lieu of the Scrip Consideration: (i) and 4.8(a)(i)-(iiAllocated Cash Consideration, which is to be paid in the manner referred to in clause 5.3; and (ii) shall not apply if Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Noticethe Scaleback Scrip Consideration, which is to be issued in the manner referred to in clause 5.4. (d) In the event thatthat valid Scrip Elections are received from Scheme Participants in respect of less than 12,297,959 Securities, on or prior to all Scheme Participants will receive Cash Consideration for each Security held by that Scheme Participant at the date that is 20 Business Days prior to Record Date, which must be paid in the Scheme Meeting, Pubco has entered into: (i) PIPE Subscription Agreements in accordance with the terms of the BCA pursuant to which PIPE Investors have subscribed to purchase Pubco Ordinary Shares for at least US$10 per Pubco Ordinary Share (unless otherwise consented manner referred to in writing by BTH); and (ii) if applicableclause 5.3, a debt facility on terms approved in writing by BTH, (funding arrangements) under which Pubco and no Scheme Participants will raise an aggregate amount in cash of at least USD$15,000,000 which is able be entitled to be drawn by Pubco by no later than the Business Day before the Implementation Date (the Minimum Cash Pool Amount), then Pubco shall provide BTH receive any Scrip Consideration and SPAC with written notice by the date that is 20 Business Days prior to the Scheme Meeting stating the aggregate amount raised under all such funding arrangements entered into by Pubco as of such date (a Cash Election Facility Trigger Notice)clause 5.5 will not apply. (e) In The parties acknowledge and agree that the event principle of this clause 5.2 is that Pubco provides BTH Bidder will, under the Scheme, not issue an aggregate number of Bid Securities which is greater than the Bid Security Consideration Cap (other than to take into account any applicable rounding), and SPAC with a Cash Election Facility Trigger Notice, the parties shall mutually agree (each acting reasonably) on the amount clause 5 of cash this deed is to be utilized by Pubco to satisfy Cash Elections from Scheme Shareholders (such amount of cash, the Cash Pool Amount), which Cash Pool Amount shall be publicly announced to BTH Shareholders in accordance with applicable law no later than the date that is 10 Business Days prior to the Scheme Meetinginterpreted accordingly.