Common use of Share Scheme Consideration Clause in Contracts

Share Scheme Consideration. (a) Subject to clauses 4.4 and 4.5, US Holdco undertakes and warrants to Incannex (in its own right and on behalf of each Share Scheme Participant) that in consideration of the transfer to US Holdco of each Scheme Share held by a Share Scheme Participant under the terms of the Share Scheme, US Holdco will (subject to the terms of this deed, the Share Scheme and the Share Scheme Deed Poll) on the Implementation Date: (i) in the case of a Share Scheme Participant who holds Scheme Shares (other than the Australian custodian for the ADS Depositary, an Ineligible Foreign Shareholder or a Small Parcel Holder (excluding an Excluded Small Parcel Holder)), issue one new US Holdco Share to that Share Scheme Participant for every 100 Scheme Shares held by that Share Scheme Participant on the Record Date; (ii) in the case of a Share Scheme Participant who holds Scheme Shares on behalf of the ADS Depositary (who itself holds Incannex Shares for the benefit of the ADS Holders), being the Australian custodian for the ADS Depositary: (A) issue one US Holdco Share to the ADS Depositary for every 100 Scheme Shares held by the ADS Depositary; and (B) procure the ADS Depositary to then, subject to compliance by the ADS Holder within the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such US Holdco Shares to the ADS Holders on the basis of one US Holdco Share for every four Incannex ADSs held by the ADS Holder on the Record Date; and (iii) issue to the Sale Agent such number of US Holdco Shares in accordance with clauses 4.4 and 4.5 that Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) would otherwise have been entitled to. Scheme Implementation Deed DMS:YXG: 5412447Legal/83374955_3 (b) Where the calculation of the number of US Holdco Shares to be issued to a particular Share Scheme Participant would result in the issue of a fraction of a US Holdco Share, then any such fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares. (c) Incannex acknowledges that the undertaking by US Holdco in clause 4.3(a) is given to Incannex in its own right and in its capacity as trustee for each Share Scheme Participant.

Share Scheme Consideration. (a) Subject to clauses 4.4 4.6 and 4.54.7, US Holdco Nova Minerals Corp undertakes and warrants to Incannex Nova Minerals (in its own right and on behalf of each Share Scheme Participant) that in consideration of the transfer to US Holdco Nova Minerals Corp of each Scheme Share held by a Share Scheme Participant under the terms of the Share Scheme, US Holdco Nova Minerals Corp will (subject to the terms of this deed, the Share Scheme and the Share Scheme Deed Poll) on the Implementation Date: (i) in the case of a Share Scheme Participant who holds Scheme Shares (other than the Australian custodian for the ADS Depositary, an Ineligible Foreign Shareholder or a Small Parcel Holder (excluding an Excluded Small Parcel Holder)), ): (A) issue one Nova Minerals Corp Share for every 12 Scheme Shares held by US Share Scheme Participants on the Record Date; (B) procure CDN to issue one new US Holdco Share Nova Minerals Corp CDI to that Share Scheme Participant (other than US Share Scheme Participants) for every 100 Scheme Shares Share held by that Share Scheme Participant on the Record Date;; and (C) issue to CDN (as Depositary Nominee) the relevant number of Nova Minerals Corp Shares underlying such Nova Minerals Corp CDIs (being one Nova Minerals Corp Share for every 12 Nova Minerals Corp CDIs) (ii) in the case of a Share Scheme Participant who holds Scheme Shares on behalf of the ADS Depositary (who itself holds Incannex Shares for the benefit of the ADS Holders), being the Australian custodian for the ADS Depositary: (A) issue one US Holdco Nova Minerals Corp Share to the ADS Depositary for every 100 12 Scheme Shares held by the Australian custodian of the ADS DepositaryDepositary on the Record Date; and (B) procure the ADS Depositary to then, subject to compliance by the ADS Holder within the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such US Holdco Nova Minerals Corp Shares to the ADS Holders on the basis of one US Holdco Nova Minerals Corp Share for every four Incannex ADSs each Nova Minerals ADS held by the ADS Holder on the Record Date; and (iii) issue to the Sale Agent such number of US Holdco Shares Nova Minerals Corp CDIs in accordance with clauses 4.4 4.6 and 4.5 4.7 that Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) would otherwise have been entitled to. Scheme Implementation Deed DMS:YXG: 5412447Legal/83374955_3, and issue to CDN (as Depositary Nominee) one Nova Minerals Corp Share for every 12 Nova Minerals Corp CDIs to be issued to the Sale Agent. (b) Where the calculation of the number of US Holdco Nova Minerals Corp Shares to be issued to a particular US Share Scheme Participant Participants would result in the issue of a fraction of a US Holdco Nova Minerals Corp Share, then any such fractional entitlement will be rounded up to the nearest whole number of US Holdco Nova Minerals Corp Shares. (c) Incannex Where the calculation of the number of Nova Minerals Corp CDIs to be issued to a Share Scheme Participant would result in the issue of a fraction of an underlying Nova Minerals Corp Share to CDN, then any such fractional entitlement will be rounded up to the nearest whole number of Nova Minerals Corp Shares, so that the number of Nova Minerals Corp CDIs issued to each Share Scheme Participant is wholly divisible by 12. (d) Nova Minerals acknowledges that the undertaking by US Holdco Nova Minerals Corp in clause 4.3(a) is given to Incannex Nova Minerals in its own right and in its capacity as trustee for each Share Scheme ParticipantParticipant (including the Australian custodian of the ADS Depositary).