Exhibit
10.1


 





 


Execution
Version


 


Share
purchase agreement


 


relating
to shares in Flixsense Pty. Ltd. ACN 603 093 545


 





Each
of the persons listed in Schedule 1 (the Vendors)


Slinger
Bag Inc. (the Purchaser)


 








 




    	 



    	 



    

 


Share
purchase agreement


 


relating
to shares in Flixsense Pty. Ltd. ACN 603 093 545


 





 



 


	Details	5
	Agreed
    terms	6





	1.	Defined
    terms & interpretation 	6
	1.1	Defined
    terms	6
	1.2	Interpretation	11
	1.3	Several
    liability of Vendors	12
	1.4	Headings	13
	2.	Conditions	13
	2.1	Conditions	13
	2.2	Waiver
    of Conditions	13
	2.3	Conduct
    of the parties	13
	2.4	Failure
    of Condition	13
	2.5	Action
    on termination	13
	3.	Sale
    and purchase	13
	3.1	Sale
    and purchase	13
	3.2	Waiver
    of pre-emptive rights and consent	13
	3.3	Method
    of payment	14
	3.4	Title
    and risk	14
	3.5	Vendors’
    Representative	14
	3.6	Option
    Vendors	15
	4.	Consideration	15
	4.1	Consideration	15
	4.2	Retention
    Shares	15
	4.3	Earn-out
    Shares	16
	4.4	Founder
    Issuance	16
	4.5	Adjustment
    of Consideration	16
	5.	Obligations
    prior to Completion	16
	5.1	Continuity
    of Business	16
	5.2	Access
    to Business and Records	16
	5.3	Purchaser’s
    obligations	16
	5.4	Right
    to copy and consult	16
	5.5	Prohibited
    actions	16
	5.6	Material
    changes	18
	5.7	Terminate
    discussions	18
	6.	Completion	18
	6.1	Time
    and place	18
	6.2	Obligations
    of the Vendors	18
	6.3	Obligations
    of the Purchaser	19
	6.4	Simultaneous
    actions at Completion	19
	6.5	Conduct
    until the Shares are registered	19
	6.6	Records	19
	7.	Vendor
    Warranties	20
	7.1	Warranties	20


 




    	Share sale agreement | Slinger Bag, Inc.	
	MinterEllison | Ref: MAW JDH 1345329	Page 2



     


    

 


	7.2	Reliance
    of the Purchaser	20
	7.3	Application
    of the Warranties	20
	7.4	Qualifications	20
	7.5	Right
    of termination	20
	7.6	Notice
    of potential Claim	20
	7.7	Effect
    of payment	20
	7.8	Limitation
    of the Warrantors	20
	7.9	No
    limitations for fraud	21
	7.10	No
    representation by Company	21
	7.11	Financial
    limits on Claims	21
	7.12	Time
    limits on Claims	21
	7.13	Maximum
    aggregate liability for Claims	21
	7.14	Survival	21
	7.15	Reimbursement
    if subsequent recovery from third parties	22
	8.	Tax
    Claims	22
	8.1	Notice
    of Tax Claim	22
	8.2	Tax
    Claims process	22
	8.3	Dispute
    between parties in relation to a Tax Claim	23
	9.	Tax
    returns	23
	9.1	Pre–Completion
    returns	23
	9.2	Straddle
    Returns / Post–Completion returns	24
	10.	Vendor
    Indemnities	24
	10.1	General
    indemnity	24
	11.	Tax
    Indemnity	24
	11.2	Foreign
    Resident Capital Gains Withholding	25
	12.	Representations
    by the Purchaser	26
	12.1	Representations	26
	12.2	Application
    of representations by the Purchaser	26
	13.	Purchaser’s
    Warranties	26
	13.1	Warranties	26
	13.2	Reliance
    of the Purchaser	27
	13.3	Application
    of the Warranties	27
	13.4	Qualifications	27
	13.5	Right
    of termination	27
	13.6	Notice
    of potential Claim	27
	13.7	Effect
    of payment	27
	13.8	Limitation
    of the Purchaser	28
	13.9	No
    limitations for fraud	28
	13.10	Financial
    limits on Claims	28
	13.11	Time
    limits on Claims	28
	13.12	Maximum
    aggregate liability for Claims	28
	13.13	Survival	28
	14.	Purchaser’s
    Indemnities	28
	14.1	General
    indemnity	28
	15.	Restraint	29
	15.1	Defined
    terms	29
	15.2	Prohibited
    activities	29
	15.3	Duration
    of prohibition	29
	15.4	Geographic
    application of prohibition	30


 




    	Page 3



     


    

 


	15.5	Interpretation	30
	15.6	Exceptions	30
	15.7	Acknowledgments	30
	16.	Confidentiality
    and publicity	30
	16.1	Confidentiality	30
	16.2	Confidential
    Information – until Completion or termination	31
	16.3	Confidential
    Information – after Completion	31
	16.4	Announcements	31
	17.	Termination	31
	17.1	Breach	31
	17.2	After
    termination	31
	17.3	Survival	31
	17.4	Accrued
    rights	32
	18.	GST	32
	18.1	Interpretation	32
	18.2	GST
    gross up	32
	18.3	Reimbursements	32
	18.4	Tax
    invoice	32
	19.	Notices
    and other communications	32
	19.1	Service
    of notices	32
	19.2	Effective
    on receipt	32
	20.	Assignment	32
	20.1	Assignment
    in general	32
	21.	Miscellaneous	33
	21.1	Alterations	33
	21.2	Approvals
    and consents	33
	21.3	Costs	33
	21.4	Stamp
    duty	33
	21.5	Survival	33
	21.6	Counterparts	33
	21.7	No
    merger	33
	21.8	Entire
    agreement	33
	21.9	Further
    action	33
	21.10	Severability	33
	21.11	Waiver	33
	21.12	Relationship	33
	21.13	Governing
    law and jurisdiction	33





	Schedule
    1 – The Vendors	34
	Schedule
    2 – The Company	35
	Schedule
    3 – Earn-out Shares determination	36
	Schedule
    4 – Retention Shares	38
	Schedule
    5 – Warranties	39
	Schedule
    6 – Key Employees	56
	Schedule
    7 – Intellectual Property Rights	57
	Schedule
    8 – Purchaser’s Warranties	58
	Schedule
    9 – Registration Rights	61
	Signing
    page	68


 




    	Page 4



     


    

 


Details


 


Date
24 September 2021 


 






 


Parties


 


	Name	Each
    persons whose names and addresses are listed in the Schedule 1
	Short
    form name	Vendors


 





 



 


	Name	Slinger
    Bag, Inc.
	Short
    form name	Purchaser
	Notice
    details	2709
    N. Rolling Road, Unit 138, Windsor Mill, Maryland 21244, United States of America
	 	Email:
    mark.radom@slingerbag.com Attention: Mark Radom, General Counsel


 





 



 


Background


 


	A	The
    Shares are legally and, subject to trustee obligations on the part of certain Vendors, beneficially owned by the Vendors.
	 	 
	B	The
    Vendors have agreed to sell and the Purchaser has agreed to purchase the Shares on the terms and conditions set out in this agreement.


 




    	Page 5



     


    

 


Agreed
terms


 


	1.	Defined
    terms & interpretation
	 	 
	1.1	Defined
    terms
	 	 
	 	In
    this agreement:


 


	 	1936
    Tax Act means the Income Tax Assessment Act 1936 (Cth).
	 	 
	 	1997
    Tax Act means the Income Tax Assessment Act 1997 (Cth).
	 	 
	 	Accounting
    Standards means the Australian Accounting Standards, but if and to the extent that any matter is not covered by Australian Accounting
    Standards, means generally accepted Accounting Standards applied in Australia for a company similar to the Company.
	 	 
	 	Accounts
    means the audited balance sheet of the Company as at the Accounts Date and the audited profit and loss statement and statement
    of cash flows of the Company for the financial year ending on the Accounts Date together with the notes to, and the reports of the
    directors in respect of, those accounts.
	 	 
	 	Accounts
    Date means 30 June 2021.
	 	 
	 	Assets
    means all the tangible and intangible assets and rights of the Company owned or used in connection with the Business including
    (but not limited to):


 


	 	(a)	the
    Goodwill;
	 	(b)	the
    Business IPR; and
	 	(c)	the
    Contracts.


 


	 	Associate
    means, in relation to a person:
	 	 	 
	 	(a)	an
    associate of the person under sections 10 to 17 of the Corporations Act;
	 	(b)	a
    company or trust of which the person has Control; or
	 	(c)	the
    spouse or child over the age of 18 of the person.


 


	 	Business
    means the business carried on by the Company.
	 	 
	 	Business
    Day means:


 


	 	(a)	for
    receiving a notice under clause 19.1, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the
    notice is received; and
	 	 	 
	 	(b)	for
    all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia.


 


	 	Business
    Hours means from 9.00am to 5.00pm on a Business Day.
	 	 
	 	Business
    IPR means all Intellectual Property Rights used for any purpose in connection with the Business including the Registered IPR
    and the Licensed IPR and the Business Name.
	 	 
	 	Business
    Name means “Gameface.AI” and any part or abbreviation thereof and any logo, device, format or style in or with which
    such name or part or abbreviation of it is or has been used by the Company, together with all such rights as the Purchaser may have
    to use such name, part, abbreviation, combination, logo, device, format or style.
	 	 
	 	Business
    Milestones means the milestones and key performance indicators set out in the Earn- out Shares Payment Conditions in accordance
    with Schedule 3.
	 	 
	 	Calculation
    Time means 11:59pm on the last day of the month immediately preceding the month during which Completion occurs.
	 	 
	 	Claim
    includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability
    however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and
    whether involving a third party or a party to this agreement.


 




    	Page 6



     


    

 


	 	Company
    means Flixsense Pty Ltd ACN 603 093 545, details of which are set out in Schedule 2.
	 	 
	 	Completion
    means completion of the sale and purchase of the Shares contemplated by this agreement.
	 	 
	 	Completion
    Date means the date on which Completion occurs.
	 	 
	 	Conditions
    means the conditions set out in clause 2.1.
	 	 
	 	Confidential
    Information means:


 


	 	(a)	all
    information of or used by the Company or the Business relating to their transactions, operations and affairs;
	 	 	 
	 	(b)	all
    other information treated by the Company as confidential;
	 	 	 
	 	(c)	all
    notes, data, reports and other records (whether or not in tangible form) based on, incorporating or derived from information referred
    to in paragraphs (a) or (b) of this definition; and
	 	 	 
	 	(d)	all
    copies (whether or not in tangible form) of the information, notes, reports and records referred to in paragraphs (a), (b) or (c)
    of this definition,


 


	 	that
    is not public knowledge (otherwise than as a result of a breach of a confidentiality obligation of a party).
	 	 
	 	Consideration
    means:


 


	 	(a)	the
    Consideration Shares (and Founder Payment, if any) for the sale of the Shares as set out in clause 4.1; and
	 	 	 
	 	(b)	if
    payable in accordance with the terms of clause 4.3, the Earn-out Shares.


 


	 	Consideration
    Shares means 6,666,667 shares of common stock of the Purchaser to be apportioned between the Vendors in accordance with the amounts
    set opposite their respective names in Schedule 1 and less the Founder Payment at the written election of Jalaluddin Shaik in accordance
    with 4.4.
	 	 
	 	Contracts
    means all contracts, agreements, licences, and other contractual arrangements whether or not currently in force (in each case
    under which rights, obligations and/or liabilities, remain to be performed or survive), which may have been entered into or undertaken
    by or on behalf of the Company (and “Contract”) shall mean any one of them.
	 	 
	 	Control
    means:



 


	 	(a)	of
    a company by a person:


 


	 	(i)	the
    person determines the composition of the board of directors of the company or has the capacity to do so;
	 	 	 
	 	(ii)	the
    board of directors of the company is accustomed to act in accordance with the instructions, directions or wishes of the person;
	 	 	 
	 	(iii)	the
    person holds or owns (alone or with its Associates or related bodies corporate):


 


	 	(A)	the
    majority of the issued shares of the company;
	 	 	 
	 	(B)	the
    majority of the issued shares of any of the company’s holding companies;
	 	 	 
	 	(C)	for
    the avoidance of doubt, the majority of the issued shares of the ultimate holding company of the company; or
	 	 	 
	 	(D)	the
    majority of any securities or other rights granted by the company entitling holders to distributions based on the profits, earnings
    or net liquidation proceeds of the company; or


 




    	Page 7



     


    

 


	 	(iv)	the
    person controls (as that term is defined in the Corporations Act) the company; and


 


	 	(b)	of
    a trust by a person:


 


	 	(i)	the
    person is a trustee of the trust;
	 	 	 
	 	(ii)	the
    person has, either alone or with its Associates, the ability to remove or appoint the trustee of the trust;
	 	 	 
	 	(iii)	the
    composition of the board of directors of any trustee company of the trust is determined by the person or the person has the capacity
    to do so;
	 	 	 
	 	(iv)	the
    board of directors of any trustee company of the trust is accustomed to act in accordance with the instructions, directions or wishes
    of the person; or
	 	 	 
	 	(v)	the
    person holds or owns (alone or with its Associates or related bodies corporate):


 


	 	(A)	the
    majority of the issued shares of any trustee company of the trust;
	 	 	 
	 	(B)	the
    majority of the issued shares of a holding company of any trustee company of the trust;
	 	 	 
	 	(C)	for
    the avoidance of doubt, the majority of the issued shares of the ultimate holding company of any trustee company of the trust; or
	 	 	 
	 	(D)	the
    majority of the units, securities or other rights granted by the trust which entitling holders to distributions from the trust; or


 


	 	(vi)	the
    person controls (as that term is defined in the Corporations Act) the trust.


 


	 	Corporations
    Act means the Corporations Act 2001 (Cth).
	 	 
	 	Disclosing
    Party has the meaning given in clause 16.1(a).
	 	 
	 	Disclosure
    Letter means the letter from the Vendors to the Purchaser of the same date as this agreement entitled ‘Disclosure Letter’.
	 	 
	 	Due
    Diligence Materials means the information and documents provided to the Purchaser or its Representatives, a list of which is
    attached to the Disclosure Letter.
	 	 
	 	Earn-out
    Shares means 1,000,000 shares of common stock of the Purchaser which may become payable to the Vendors following Completion in
    accordance with Schedule 3.
	 	 
	 	Earn-out
    Shares Payment Condition means the achievement by the Company of the Business Milestones. .
	 	 
	 	Earn-out
    Shares Payment Date means 10 Business Days following the determination of the Earn-out Shares in accordance with the provisions
    of Schedule 3 (or as otherwise agreed by the parties).
	 	 
	 	Earn-out
    Shares Respective Proportion means, subject to the satisfaction of the Earn-out Shares Payment Condition by the Company, the
    Earn-out Shares apportioned between the Vendors in accordance with Schedule 3.
	 	 
	 	Financial
    Indebtedness means any indebtedness of the Company, including (without limitation) for or in respect of:


 


	 	(a)	moneys
    borrowed and debit balances at banks, other financial institutions or third parties;
	 	 	 
	 	(b)	any
    liability in respect of finance lease, hire purchase agreements or asset purchase agreements;
	 	 	 
	 	(c)	the
    issue of bonds, notes, debentures, loan notes or other instruments with a debt-like return or other any other interest bearing liabilities;
	 	 	 
	 	(d)	any
    liability or any counter-indemnity obligation in respect of any guarantee, letter of credit, bond or indemnity;


 




    	Page 8



     


    

 


	 	(e)	any
    amount raised under any other transaction (including, without limitation, any forward sale or purchase, sale and sale back or sale
    and leaseback) which has the commercial effect of a borrowing; or
	 	 	 
	 	(f)	receivables
    sold or discounted.


 


	 	Financial
    Institution means any banking, lending or other similar institution or organisation.
	 	 
	 	Founder
    Payment means the payment (if any) under clause 4.4.
	 	 
	 	Goodwill
    means all the goodwill of the Company in relation to the Business.
	 	 
	 	Governmental
    Authority includes any governmental, semi–governmental, municipal or statutory authority, instrumentality, organisation,
    body or delegate (including any town planning or development authority, public utility, environmental, building, health, safety or
    other body or authority) having jurisdiction, authority or power over or in respect of the Company, the Business or the Properties.
	 	 
	 	Indemnities
    means the indemnities given by the Vendors to the Purchaser under clause 10 and the Tax Indemnity.
	 	 
	 	Indemnity
    Claim means a Claim by the Purchaser under an Indemnity.
	 	 
	 	Key
    Employees means the persons listed in Schedule 6.
	 	 
	 	Licensed
    IPR means Intellectual Property Rights owned by third parties which the Company is permitted to use.
	 	 
	 	Liabilities
    includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description.
	 	 
	 	Management
    Accounts means the unaudited management accounts of the Company for the period 1 July 2020 to 30 June 2021.
	 	 
	 	Option
    Vendor means the holder of an Outstanding Option at Completion as notified to the Purchaser in accordance with clause 3.6.
	 	 
	 	Outstanding
    Option means any option, warrant or other convertible security held by an Option Vendor.
	 	 
	 	PPSA
    means the Personal Property Securities Act 2009 (Cth).
	 	 
	 	Purchaser’s
    Indemnities means the indemnities given by the Purchasers to the Vendors and the Company under clause 14.
	 	 
	 	Purchaser’s
    Lawyers means MinterEllison.
	 	 
	 	Purchaser’s
    Warranties means each of the representations and warranties given under clause 13 and set out in Schedule 8.
	 	 
	 	Recipient
    has the meaning given in clause 16.
	 	 
	 	Records
    means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of
    every description and other material regardless of their form or medium and whether coming into existence before, on or after the
    date of this agreement, belonging or relating to or used by the Company including certificates of registration, minute books, statutory
    books and registers, books of account, Tax returns, title deeds and other documents of title, customer lists, price lists, computer
    programs and software, and trading and financial records.
	 	 
	 	Recovered
    Amount has the meaning given in clause 7.15(a).
	 	 
	 	Relevant
    Proportion means in relation to each Vendor, the percentage in which that Vendors’ Shares are to be sold under this agreement,
    represented as a percentage, and being all of the Shares as sold under this agreement.
	 	 
	 	Representatives
    means, in relation to a person or entity, its officers, employees, contractors, agents, advisers or financiers.


 




    	Page 9



     


    

 


Registered
IPR means any Intellectual Property Rights which are the subject of registration (or application for registration) in any jurisdiction.


 


Registration
Rights means the registration rights of the common stock of the Purchaser as set out in accordance with Schedule 9.


 


Retention
Period means the 18 month period following the Completion Date.


 


Retention
Shares means 666,667 shares of common stock in the capital of the Purchaser representing 10% of the Consideration Shares which shall
be issued by the Purchaser subject to the provisions of Schedule 4 on conclusion of the Retention Period.


 


SEC
means the United States’ Securities and Exchange Commission under the Securities Act of 1933.


 


Security
Interest means a ‘security interest’ as defined in the PPSA and any mortgage, lien, charge, pledge, claim, encumbrance
and other third party right or interest.


 


Service
Agreements means the new employment agreements to be entered into by the Key Employees as a condition to Completion.


 


Shares
means all of the shares in the capital of the Company.


 


Side
Deed means the deed entered into between Jalaluddin Shaik and the Purchaser on around the date of this Agreement in respect of management
authorities and operating arrangements for the Company post-completion.


 


Sunset
Date means 31 December 2021.


 


Tax
includes income tax, capital gains tax, franking deficit tax, franking additional tax, over– franking tax, withholding tax,
fringe benefits tax, pay–as–you–earn, pay–as–you–go, sales tax, customs duty, payroll tax, land tax,
stamp duty, financial institutions duty, debits tax, water and municipal rates, gift tax, estate tax, superannuation contributions and
charges, social security and national insurance contributions, purchase, goods and services tax, value added tax, prescribed payments
and all other taxes, charges, assessments, contributions, withholdings, remittances, imposts, duties, excises, rates and levies in any
part of the world and any penalties, interest, fines or other costs in relation to any Tax.


 


Tax
Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), as the context requires.


 


Tax
Authority means any government, semi–government, administrative, municipal, statutory, fiscal or judicial body, department,
commission, authority, tribunal, agency, entity or person responsible for the collection of any Tax or administration of any Tax Law.


 


Tax
Claim means an assessment, notice, amended assessment, demand or other document issued by or taken by or on behalf of any Tax Authority
against the Company whether before or after the date of this agreement as a result of which the Company is liable to make a payment for
Tax or is deprived of the benefit of any Tax Relief and also includes any amounts payable by the Company under a valid tax sharing agreement
under section 721–25 of the 1997 Tax Act.


 


Tax
Indemnity means the indemnity given by the Vendors under clause 11.


 


Tax
Law means any law with respect to or imposing any Tax.


 


Tax
Liability means all Liabilities relating to Tax including:


 


	 	(a)	any
    Tax payable by the Company (or for which the Company is liable, whether directly or pursuant to any agreement relating to Tax) or
    any loss or reduction of any Tax Relief of the Company; and
	 	 	 
	 	(b)	all
    costs and expenses incurred by or on behalf of the Company in managing any Tax enquiry, dispute or similar action.


 


Tax
Relief means any credit, rebate, refund, relief, allowance or deduction in relation to Tax (including any carry forward Tax losses
that accrue before Completion or become available before Completion).


 




    	Page 10



     


    

 


Tax
Subject Claim means a Claim for a breach of a Tax Warranty or under the Tax Indemnity.


 


Tax
Warranties means the Warranties that comprise Warranty 11.


 


Third
Party means a person that is not a party or an Associate of a party.


 


Third
Party Claim means:


 


		(a)	a
                                            Claim made by a Third Party against the Purchaser or the Company that is reasonably likely
                                            to result in a Claim by the Purchaser under this agreement; or



 


		(b)	a
                                            Claim the Purchaser or the Company is entitled to make against a Third Party based on anything
                                            that is reasonably likely to result in a Claim by the Purchaser under this agreement.



 


Title
Subject Claim means a Claim for a breach of a Title Warranty.


 


Title
Warranties means the Warranties that comprise Warranty 2, Warranty 3 and Warranty 4.


 


Transaction
Document means each of:


 


		(a)	this
                                            agreement; and



 


		(b)	the
                                            employment agreements between the Company and:



 


		(i)	Jalaluddin
                                            Shaik; and



 


		(ii)	Melvin
                                            Priyarajan.



 


Vendors
means:


 


		(a)	The
                                            parties listed in Schedule 1; and



 


		(b)	The
                                            Option Vendors.



 


Vendors’
Lawyers means General Standards Pty Ltd. Vendors’ Payment has the meaning given in clause 7.15(a). Vendors’
Representative means Jalaluddin Shaik.


 


Warranties
means each of the representations and warranties given under clause 7 and set out in Schedule 5.


 


Warrantors
mean Jalaluddin Shaik and Divyaa Jalal as trustees for the Jalaluddin Shaik Family Trust;


 


Warranty
Claim means a Claim by the Purchaser for a breach of Warranty.


 


	1.2	Interpretation



 


In
this agreement, except where the context otherwise requires:


 


	 	(a)	the
    singular includes the plural and vice versa, and a gender includes other genders;
	 	 	 
	 	(b)	another
    grammatical form of a defined word or expression has a corresponding meaning;
	 	 	 
	 	(c)	a
    reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement,
    and a reference to this agreement includes any schedule or annexure;
	 	 	 
	 	(d)	a
    reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time
    to time;
	 	 	 
	 	(e)	a
    reference to AUD$ or AU$ is to Australian currency;
	 	 	 
	 	(f)	a
    reference to USD$ or US$ is to the currency of the United States;
	 	 	 
	 	(g)	a
    reference to time is to Victoria, Australia time;
	 	 	 
	 	(h)	a
    reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors,
    administrators, successors and permitted assigns and substitutes;


 




    	Page 11



     


    

 


	 	(i)	a
    reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency
    or other entity;
	 	 	 
	 	(j)	a
    reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments,
    re–enactments or replacements of any of them;
	 	 	 
	 	(k)	a
    word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
	 	 	 
	 	(l)	the
    meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
	 	 	 
	 	(m)	subject
    to clause 1.3, any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are
    included in the same defined term) binds them jointly and severally and any agreement, representation, warranty or indemnity in favour
    of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly
    and severally;
	 	 	 
	 	(n)	a
    rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this
    agreement or any part of it;
	 	 	 
	 	(o)	if
    a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed
    or the event must occur on or by the next Business Day;
	 	 	 
	 	(p)	a
    reference to a document in agreed form is to a document the form of which has been agreed by the parties before the date of
    this agreement;
	 	 	 
	 	(q)	a
    reference to except as Disclosed (or words to that effect) is a reference to something that is fully and fairly disclosed
    in this agreement, the Disclosure Letter or the Due Diligence Material. In this context, for a matter to be fully and fairly disclosed
    it must be disclosed to the Purchaser in sufficient detail so as to enable a reasonable person to identify the nature and scope of
    the relevant matter, event or circumstance (including in each case, the financial effect of the relevant matter, event or circumstance
    must be reasonably ascertainable from the information disclosed); and
	 	 	 
	 	(r)	a
    reference to as far as the Vendors are aware, or to each of the Vendors’ knowledge or words to that effect, in
    relation to a matter, is to the knowledge the Vendors has after making, or would have if it had made, due and careful enquiries in
    relation to that matter, including of Jalaluddin Shaik.


 


	1.3	Several
    liability of Vendors


 


Unless
expressly stated otherwise in this agreement:


 


	 	(a)	where
    an obligation or liability arising under or in connection with this agreement is expressed to be an obligation of the Vendors, then:


 


	 	(i)	that
    obligation is imposed severally, and not jointly nor jointly and severally, on each of the Vendors; and
	 	 	 
	 	(ii)	each
    Vendor is only liable for its Relevant Proportion of any Liabilities arising from breach of that obligation by the Vendors or from
    that Liability or for the amount required to be paid to satisfy the obligation or liability of the Vendors; and


 


	 	(b)	where
    an obligation or liability under this agreement is expressed to be that of a particular Vendor (in particular the Warrantor), then
    that obligation or liability, such as a liability for a Warranty given by that Vendor only, is imposed only on that Vendor and not
    on any other Vendor and that Vendor is liable for all Liability arising from breach of that obligation; and
	 	 	 
	 	(c)	where
    an obligation or liability arises in respect of the Warranties or any obligation to be satisfied from the Retention Shares, the liability
    of the Vendors will be joint and several, and shall be satisfied in each case from the Retention Shares in accordance with each Vendors’
    Relevant Proportion.



 






    	Page 12



     


    

 


	1.4	Headings
	 	 
	 	Headings
    are for ease of reference only and do not affect interpretation.
	 	 
	2.	Conditions
	 	 
	2.1	Conditions
	 	 
	 	Completion
    shall be conditional on the satisfaction of the following Condition (“the Condition”) (or waived in accordance
    with clause 2.2) and the giving of notice by the Purchaser under 19.


 


	No.	 	Conditions	 	Party
    entitled to benefit
	1	 	The
    Vendor’s Representative must provide the Purchaser with the audited balance sheet of the Company as at the Accounts Date and
    the audited profit and loss statement and statement of cash flows of the Company for the financial year ending on the Accounts Date
    together with the notes to, and the reports of the directors in respect of, those accounts.	 	Purchaser


 


	2.2	Waiver
    of Conditions
	 	 
	 	A
    Condition may only be waived in writing by each party entitled to the benefit of that Condition (as specified in relation to each
    Condition in the second column of the table in clause 2.1) and will be effective only to the extent specifically set out in that
    waiver.
	 	 
	2.3	Conduct
    of the parties
	 	 
	 	Each
    party must use all reasonable efforts within its own capacity to ensure that each Condition is fulfilled before 5.00pm on the Sunset
    Date.
	 	 
	2.4	Failure
    of Condition
	 	 
	 	If
    a party has complied with its obligations under clause 2.3, it may terminate this agreement by giving notice in writing to the other
    parties if one or more Conditions are not fulfilled by 5.00pm on the Sunset Date or another date agreed by the parties in writing.
	 	 
	2.5	Action
    on termination
	 	 
	 	On
    termination of this agreement under clause 2.4 and clause 17 applies.
	 	 
	3.	Sale
    and purchase
	 	 
	3.1	Sale
    and purchase
	 	 
	 	The
    Vendors as legal owners agree to sell to the Purchaser, and the Purchaser agrees to buy from the Vendors, the entire legal and beneficial
    title in the Shares:


 


	 	(a)	for
    the Consideration;
	 	(b)	free
    from Security Interests;
	 	(c)	with
    all rights, including dividend and voting rights, attached or accrued to them on or after the Completion Date; and
	 	(d)	subject
    to this agreement.


 


	3.2	Waiver
    of pre-emptive rights and consent
	 	 
	 	Each
    Vendor:


 


	 	(a)	waives
    all restrictions on transfer (including pre-emptive rights) that might exist in respect of the Shares; and


 




    	Page 13



     


    

 


	 	(b)	consents
    to the sale and purchase of Shares contemplated by this agreement and for all purposes.


 


	3.3	Method
    of payment
	 	 
	 	All
    payments under this agreement:


 


	 	(a)	by
    the Vendors shall be paid by the surrender or transfer of such number of Consideration Shares or Earn Out Shares of an equivalent
    value measured at the issue price of the relevant shares (unless a Vendor agrees to pay any amount in cash); or
	 	 	 
	 	(b)	by
    the Purchaser (other than the issue of the Consideration Shares and Earn Out Shares) may be made at its discretion either in cash
    or by the issue of further shares in the capital of the Purchaser,


 


	 	save
    and except in either case in respect of any costs, fees or expenses awarded by a Court on final determination in favour of a party
    of any claim made against the other party or parties under this agreement or for a breach of its terms which shall be payable in
    cash only.
	 	 
	3.4	Title
    and risk
	 	 
	 	The
    beneficial ownership and risk in the Shares will pass from the Vendors to the Purchaser on Completion.
	 	 
	3.5	Vendors’
    Representative


 


	 	(a)	The
    Vendors agree that when this agreement provides that any power may be exercised by, any decision may be made by, any action may be
    performed by, any notice may or must be given by or to, or any consent may be given by a Vendor or the Vendors:


 


	 	(i)	then
    that power may be exercised by, that decision may be made by, that action may be performed by, that notice may be given by or to
    and that consent may be given by the Vendors’ Representative for and on behalf of that Vendor or all the Vendors (as applicable);
	 	 	 
	 	(ii)	the
    Purchaser may rely on the exercise, decision, action, notice or consent of the Vendors’ Representative in relation to any such
    matters as having been given on behalf of that Vendor or all the Vendors (as applicable) and the Purchaser may rely on any notice
    given to the Vendors’ Representative (such notice being deemed to have been given to all the Vendors);
	 	 	 
	 	(iii)	the
    Purchaser is not bound to act on, and may in its absolute discretion disregard, any notice that is given by a Vendor other than a
    notice given by the Vendors’ Representative; and
	 	 	 
	 	(iv)	the
    Purchaser agrees not to challenge the validity of any act carried out by the Vendors’ Representative on behalf of the Sellers
    in accordance with this clause 3.5.


 


	 	(b)	The
    Vendors:


 


	 	(i)	agree
    to be bound by all acts and omissions of the Vendors’ Representative in exercising their rights and performing their obligations
    under this agreement; and
	 	 	 
	 	(ii)	indemnify
    the Vendors’ Representative against all Liability arising as a result of or in connection with the exercise in good faith of
    any power under this agreement by the Vendors’ Representative on behalf of any one or more Vendors, and the Vendors hereby
    waive any rights they have or may have to make or bring a Claim against the Vendors’ Representative in relation to the exercise
    of any power for and on behalf of any of the Vendors.
	 	 	 
	 	(c)	The
    Vendors’ Representative shall be Jalaluddin Shaik or such other entity or person as notified by the Vendors to the Purchaser.


 




    	Page 14



     


    

 


	3.6	Option
    Vendors


 


	 	(a)	The
    parties acknowledge that at Completion the Company will have up to 1,352,168 Outstanding Options.
	 	 	 
	 	(b)	No
    later than 5 Business Days before the Completion Date, the Company must provide the Purchaser with:


 


	 	(i)	the
    details of each Option Vendor setting out the Option Vendors;


 


	 	(A)	Legal
    entity name and designation;
	 	(B)	Key
    person name and email address;
	 	(C)	The
    number of Outstanding Options held by the Option Vendor;


 


	 	(ii)	a
    surrender to the Company, or transfer in favour of the Purchaser, of the Outstanding Options duly executed by each Option Vendor,
    in a form approved by the Vendor; and
	 	(iii)	the
    Consideration Shares to be issued to each Option Vendor as consideration for the surrender or transfer of the Outstanding Options,
    and the Earn-Out Shares to be issued upon achievement of the Earn-Out Shares Payment Condition.


 


	 	(c)	At
    Completion, the Vendor will issue to each Option Vendor the relevant number of Consideration Shares.
	 	 	 
	 	(d)	Upon
    achievement of the Earn-Out Shares Payment Condition, the Vendor will issue to each Option Vendor the relevant number of Earn Out
    Shares.


 


	4.	Consideration
	 	 
	4.1	Consideration


 


	 	(a)	The
    Consideration for the sale of the Shares shall be the sum of:


 


	 	(i)	the
    Consideration Shares, as adjusted, and subject to clause 4.4; or
	 	(ii)	if
    payable in accordance with clause 4.2, the Earn-out Shares.


 


	 	(b)	The
    Consideration payable pursuant to clause 4.1 shall be paid as follows:


 


	 	(i)	the
    Purchaser shall at Completion pay and transfer the Consideration Shares (and the Founder Payment, if elected in writing by Jalaluddin
    Shaik in accordance with clause 4.4) less the Retention Shares to the Vendors as set out in Schedule 1; and
	 	(ii)	where
    applicable, the Retention Shares by the Purchaser in accordance with clause 4.2 and Schedule 4; and
	 	(iii)	subject
    to the satisfaction of the Earn-out Shares Payment Condition by the Company, on the Earn-out Shares Payment Date, the Purchaser shall
    pay and transfer the Earn-out Shares in common shares to the Vendors in their Earn-out Shares Respective Proportion in accordance
    with Schedule 3.


 


	 	(c)	The
    allotment and issue of Consideration Shares and, where applicable, Earn-out Shares and the receipt by the Vendors’ Lawyers
    of any monies or completed documentation to be provided by the Purchaser, in each case in satisfaction of any of the obligations
    of the Purchaser under this agreement shall be accepted by the Vendors as a full and complete discharge of that obligation and the
    Purchaser shall not be concerned with the basis upon which those shares are issued or those monies or documents are distributed between
    the Vendors’ by the Vendors’ Lawyers.


 


	4.2	Retention
    Shares
	 	 
	 	The
    provisions of Schedule 4 shall apply with respect to the Retention Shares.


 




    	Page 15



     


    

 


	4.3	Earn-out
    Shares
	 	 
	 	The
    provisions of Schedule 3 shall apply with respect to the payment of the Earn-out Shares.
	 	 
	4.4	Founder
    Issuance
	 	 
	 	At
    the written election of Jalaluddin Shaik, the Purchaser agrees to pay Jalaluddin Shaik and Divyaa Jalal as trustees for the Jalaluddin
    Shaik Family Trust US $500,000 in lieu of the issuance of 142,587 Consideration Shares.
	 	 
	4.5	Adjustment
    of Consideration
	 	 
	 	The
    Consideration shall be deemed to be reduced or adjusted so far as is legally possible by the amount of any payment due or made to
    the Purchaser for:


 


	 	(a)	any
    Warranty;
	 	(b)	any
    indemnity;
	 	(c)	any
    amount payment under clause 10; and
	 	(d)	any
    payments made under clause 3.3.


 


	5.	Obligations
    prior to Completion
	 	 
	5.1	Continuity
    of Business
	 	 
	 	Until
    Completion, the Vendors must not do anything other than carry on the Business in the ordinary course.
	 	 
	5.2	Access
    to Business and Records
	 	 
	 	The
    Vendors must allow the Purchaser and its Representatives reasonable access to the Properties and the Records at all reasonable times
    before Completion to enable the Purchaser, as is reasonably necessary, to:


 


	 	(a)	become
    familiar with the Business and the affairs of the Company;
	 	(b)	investigate
    the accuracy of the Warranties; and
	 	(c)	conduct
    due diligence investigations.


 


	5.3	Purchaser’s
    obligations


 


	 	(a)	The
    Purchaser must use reasonable endeavours to ensure that any access under clause 5.2 is exercised and conducted in a manner to avoid
    unreasonable and material disruption to the conduct of the Business and the activities and operations of the Company and its employees.
	 	 	 
	 	(b)	Before
    Completion, the Purchaser must provide to the Company any written consents of current or prospective directors to act as director
    of the Company before Completion.


 


	5.4	Right
    to copy and consult
	 	 
	 	For
    the purposes of clause 5.2, the Purchaser may:


 


	 	(a)	make
    copies of material examined; and
	 	(b)	consult
    with employees, customers and suppliers of the Company.


 


	5.5	Prohibited
    actions
	 	 
	 	Without
    limiting clause 5.1, except as expressly contemplated in this agreement, the Vendors must ensure that the Company does not before
    Completion:


 


	 	(a)	dispose
    or agree to dispose of or grant any Security Interest in relation to an asset other than stock sold in the ordinary course of business;


 




    	Page 16



     


    

 


	 	(b)	terminate
    or adversely vary or fail to enforce the terms of any material contract or accept or agree to any variations to services to be performed
    or goods to be supplied under a material contract;
	 	 	 
	 	(c)	enter
    into any abnormal or unusual transaction which adversely affects the Business;
	 	 	 
	 	(d)	enter
    into any commitment (or series of commitments) for capital expenditure in excess of $50,000;
	 		 
	 	 	 
	 	(e)	enter
    into any contract with a value of $100,000 or more;
	 	 	 
	 	(f)	amend
    the terms of engagement of, or terminate the employment of, any of the employees of the Company, either through individual contract
    or through negotiations with a union;
	 	 	 
	 	(g)	make,
    or permit to be made, any material changes to the superannuation arrangements of any employees of the Company;
	 	 	 
	 	(h)	hire,
    or agree to hire, any employee, agent or contractor except with the Purchaser’s consent;
	 	 	 
	 	(i)	agree
    to pay to any employee any severance or termination payment or retirement benefit that is not required to be paid under the existing
    terms of that employee’s employment;
	 	 	 
	 	(j)	terminate
    the employment of any employee or encourage the resignation of any employee;
	 	 	 
	 	(k)	in
    its conduct of the Business, make any change to its policy and practice as to the payment of creditors, ordering of stock or collection
    of trade receivables;
	 	 	 
	 	(l)	change
    its existing accounting policies or procedures;
	 	 	 
	 	(m)	do
    anything that would have a material adverse effect on the Goodwill of the Business, including the relationship of the Company with
    customers, suppliers and employees;
	 	 	 
	 	(n)	do
    any of the following:


 


	 	(i)	amend
    or replace its constitution;
	 	 	 
	 	(ii)	increase,
    reduce or otherwise alter its share capital or grant any options for the issue of shares or other securities other than for the conversion
    of securities already authorised and/or on issue into shares and which in all cases have been Disclosed prior to the date of this
    Agreement and will transfer at Completion to the Purchaser (specifically the Outstanding Options from the Option Vendors);
	 	 	 
	 	(iii)	declare
    or pay a dividend or other distribution;
	 	 	 
	 	(iv)	revalue
    any accounts receivable, inventory or other assets; or
	 	 	 
	 	(v)	buy
    back or make any offer to buy back any of its shares;


 


	 	(o)	incur
    additional borrowing, grant any loan or advance, or enter into any off balance sheet financing or assume, guarantee or endorse the
    obligations of any person;
	 	 	 
	 	(p)	permit
    to lapse any permit or registration (including a registration relating to intellectual property rights) required to operate the Business
    or which is held at the date of this agreement;
	 	 	 
	 	(q)	grant
    any licence, assignment or other right or interest in respect of intellectual property other than in the ordinary course of business;
	 	 	 
	 	(r)	fail
    to maintain any current insurance of the assets of the Company;
	 	 	 
	 	(s)	initiate
    or settle any material Claim, action or proceeding;
	 	 	 
	 	(t)	cancel
    or forgive (or enter into any arrangement to cancel or forgive) any indebtedness of an amount greater than $25,000 owed to it, or
    waive any right to such indebtedness;
	 	 	 
	 	(u)	make
    any Tax election or settle or compromise any income tax liability, unless that election, settlement or compromise is required by
    law and is supported by an opinion of counsel, or is in the ordinary course of business and is consistent with past practices or
    relates to a ruling request or objection to any ruling request made prior to the date of this agreement and Disclosed in the Disclosure
    Letter;


 




    	Page 17



     


    

 


	 	(v)	lease,
    or agree to lease, any material asset or property; or
	 	 	 
	 	(w)	authorise,
    commit or agree to take any of the steps or actions in clauses 5.5(a) to 5.5(v) inclusive.


 


	5.6	Material
    changes
	 	 
	 	Until
    Completion, the Vendors must ensure that the Purchaser is informed of, and consulted about, any matter which materially affects the
    Business or Company.
	 	 
	5.7	Terminate
    discussions
	 	 
	 	Until
    Completion, the Vendors must not solicit or respond to any enquiries or proposals by any person, other than the Purchaser, concerning
    an acquisition of any of the Shares or, except in the ordinary course of business, any of the assets of the Company.
	 	 
	6.	Completion
	 	 
	6.1	Time
    and place
	 	 
	 	If
    all of the Conditions have been fulfilled or waived under clause 2.2, Completion will take place at 9.00 am on the Completion Date
    at the offices of Minter Ellison, Level 20 Collins Arch, 447 Collins Street, Melbourne VIC 3000, or another time and place agreed
    by the parties.
	 	 
	6.2	Obligations
    of the Vendors
	 	 
	 	At
    or before Completion, the Vendors must:


 


	 	(a)	deliver
    to the Purchaser duly executed and completed transfers in favour of the Purchaser of the Shares in registrable form (except for the
    impression of stamp duty or other Taxes of a similar nature) together with the relevant share certificates (if any);
	 	 	 
	 	(b)	deliver
    to the Purchaser a duly executed and unconditional deed of release of the Shares and the assets of the Company from any Security
    Interest, on terms satisfactory to the Purchaser (if any);
	 	 	 
	 	(c)	produce
    to the Purchaser any power of attorney or other authority under which the transfers of the Shares are executed (if any);
	 	 	 
	 	(d)	deliver
    to the Purchaser duly executed instruments irrevocably waiving in favour of the Purchaser all rights of pre–emption which any
    person has in respect of any of the Shares (if any);
	 	 	 
	 	(e)	deliver
    to the Purchaser copies of any other consents and waivers required under clause 2;
	 	 	 
	 	(f)	deliver
    to the Purchaser copies of all surrenders or transfers required under clause 3.6(b)(ii);
	 	 	 
	 	(g)	cause
    the board of directors of the Company to resolve that the transfers of the Shares and Outstanding Options (subject only to the payment
    of stamp duty or other Taxes of a similar nature on the transfers) be approved and registered;
	 	 	 
	 	(h)	subject
    to the Purchaser complying with its obligations under clause 5.3(b), cause the persons notified in writing by the Purchaser to the
    Vendors before Completion to be appointed as directors and secretary (as applicable) of the Company with effect from Completion;
	 	 	 
	 	(i)	cause
    the revocation, with effect from Completion, of all authorities relating to bank accounts of the Company as directed in writing by
    the Purchaser (if any);


 




    	Page 18



     


    

 


	 	(j)	cause
    the approval of the board of the Company of the appointment of Mike Ballardie as a director of the Company;
	 	 	 
	 	(k)	deliver
    to the Purchaser all Records complete and up to date (other than those which the Vendors are entitled to retain under clause 6.6)
    by leaving them at the places at the Properties at which they are usually located in the normal course of operations of the Business;
	 	 	 
	 	(l)	deliver
    to the Purchaser the common seal (if any) of the Company;
	 	 	 
	 	(m)	deliver
    to the Purchaser the ASIC corporate key for the Company; and
	 	 	 
	 	(n)	do
    all other things necessary or desirable to transfer the Shares, to complete any other transaction contemplated by this agreement
    and to place the Purchaser in effective control of the Company and the Business.


 


	6.3	Obligations
    of the Purchaser
	 	 
	 	The
    Purchaser must:


 


	 	(a)	at
    Completion, issue the Consideration Shares less the Retention Shares to the Vendors; and
	 	 	 
	 	(b)	at
    or before Completion, deliver to each of the Vendors:


 


	 	(i)	any
    consents or waivers required under clause 2;
	 	 	 
	 	(ii)	board
    resolutions authorising the issue of the shares; and
	 	 	 
	 	(iii)	counterparts
    of all documents that the Vendors are required to deliver under clause 6.2 to which the Purchaser is a party or which otherwise contemplate
    execution by the Purchaser or its Associates, duly executed by the Purchaser or its relevant Associates (as the case may be).


 


	6.4	Simultaneous
    actions at Completion
	 	 
	 	In
    respect of Completion:


 


	 	(a)	the
    obligations of the parties under this agreement are interdependent;
	 	 	 
	 	(b)	all
    actions required to be performed will be taken to have occurred simultaneously on the Completion Date; and
	 	 	 
	 	(c)	the
    Purchaser need not complete the purchase of any Shares unless the purchase of all the Shares is completed simultaneously.


 


	6.5	Conduct
    until the Shares are registered
	 	 
	 	After
    Completion and until the Shares are registered in the name of the Purchaser, the Vendors must:


 


	 	(a)	convene
    and attend at general meetings of the Company; and
	 	(b)	vote
    at general meetings and take all other action in the capacity of the registered holder of the Shares,


 


	 	as
    the Purchaser may lawfully require from time to time by notice in writing to the Vendors.


 


	6.6	Records
	 	 
	 	The
    Vendors may retain after Completion copies of any Records necessary for it to comply with any applicable law (including Tax law)
    and to prepare Tax or other returns required of it by law.


 




    	Page 19



     


    

 


	7.	Vendor
    Warranties
	 	 
	7.1	Warranties


 


	 	(a)	The
    Warrantors represent, warrant and undertake to the Purchaser that the Warranties are true and accurate at the date of this agreement
    and will be true and accurate on the Completion Date.
	 	 	 
	 	(b)	The
    Vendors (other than the Warrantors) represent, warrant and undertake to the Purchaser that Warranties 2 and 4.2 are true and accurate
    at the date of this agreement and will be true and accurate on the Completion Date. For clarity, the Vendors (other than the Warrantors)
    make no other representations, warranties or undertakings in respect of the Warranties.


 


	7.2	Reliance
    of the Purchaser
	 	 
	 	The
    Warrantors acknowledge that the Purchaser enters into this agreement and will complete the sale and purchase of Shares under this
    agreement in reliance on the Warranties.
	 	 
	7.3	Application
    of the Warranties
	 	 
	 	Each
    Warranty:


 


	 	(a)	remains
    in full force and effect after Completion;
	 	 	 
	 	(b)	is
    separate and independent and is not limited by reference to any other Warranty or any other provision in this agreement; and
	 	 	 
	 	(c)	is
    not affected or limited in any way by any investigation made by or on behalf of the Purchaser or any information relating to the
    Business or the Company of which the Purchaser has actual knowledge except to the extent that it is Disclosed (within the meaning
    of clause 1.2(q)) under clause 7.4.


 


	7.4	Qualifications
	 	 
	 	The
    Warranties are given subject to and are qualified by the matters that are Disclosed (as defined by clause 1.2(q)) in this agreement,
    the Disclosure Letter or the Due Diligence Materials.
	 	 
	7.5	Right
    of termination
	 	 
	 	If,
    before Completion a claim is made by a third party against the Company on the grounds that the Company’s activities constitute
    a breach of that third party’s intellectual property, or that the intellectual property of the Company is owned by that third
    party(a “Third Party IP Claim”) then the Purchaser may (without prejudice to any other remedy available to it)
    immediately terminate this agreement by giving written notice to the Vendors.
	 	 
	7.6	Notice
    of potential Claim
	 	 
	 	As
    soon as possible after a party first becomes aware of anything which it is aware is or may be reasonably likely to give rise to a
    Third Party IP Claim, a Warranty Claim or an Indemnity Claim:


 


	 	(a)	it
    must notify the other party in writing of that fact, together with all available details; and
	 	 	 
	 	(b)	each
    Vendors must, as and when requested by the Purchaser, provide to the Purchaser any information and details which the Purchaser reasonably
    requires.


 


	7.7	Effect
    of payment
	 	 
	 	A
    payment to the Purchaser for a Warranty Claim or an Indemnity Claim is to be treated as a reduction in the Consideration.
	 	 
	7.8	Limitation
    of the Warrantors
	 	 
	 	If
    the Warrantors are liable to make payment of any amount in relation to a Warranty Claim or Indemnity Claim, the Claim shall first
    be met by surrender or forfeiture of such number of Retention Shares as shall then be equal to the value of the Claim (assessed by
    reference to the issue price of the Consideration Shares) or where the Warrantors remain liable for an amount after surrender or
    forfeiture of all of the Retention Shares then the remaining sum shall be satisfied by the surrender or forfeiture of such number
    of Consideration Shares as is equal to that amount, again assessed by reference to the issue price of the Consideration Shares.


 




    	Page 20



     


    

 


	7.9	No
    limitations for fraud
	 	 
	 	None
    of the limitations on Claims in this clause 7 will apply if any Warrantor acts fraudulently, dishonestly, deliberately or recklessly
    or fraudulently, dishonestly or recklessly makes or omits to make a disclosure in the Due Diligence Materials in such a way as to
    render any Warranty misleading, false or deceptive.
	 	 
	7.10	No
    representation by Company


 


	 	(a)	Each
    Vendor acknowledges that the Company does not give any representation, warranty or guarantee about the accuracy of any information
    or opinion given by the Company or the Company’s officers, employees, agents or advisers to the Vendor or the Vendors’
    officers, employees, agents or advisers in connection with the Warranties, the Business, the affairs of the Company, or the negotiation
    and preparation of this agreement.
	 	 	 
	 	(b)	Each
    Vendor must waive any right or Claim it may have against the Company or the Company’s officers, employees, agents or advisers
    for any error or misrepresentation in, or omission from, any information or opinion referred to in clause 7.6(a).


 


	7.11	Financial
    limits on Claims
	 	 
	 	Other
    than in respect of Title Subject Claims and Tax Subject Claims, the Warrantors have no liability for a Warranty Claim or an Indemnity
    Claim until the aggregate of all those Claims exceeds $100,000, in which event the Purchaser may claim the whole amount
	 	 
	7.12	Time
    limits on Claims
	 	 
	 	Other
    than in respect of Title Subject Claims, the Warrantor have no liability for a Warranty Claim or an Indemnity Claim, unless:


 


	 	(a)	in
    the case of a Warranty Claim or an Indemnity Claim (except for a Tax Subject Claim), the Purchaser has given written notice of the
    Claim to the Vendors on or before the 18- month anniversary of the Completion Date; and
	 	 	 
	 	(b)	in
    the case of a Tax Subject Claim, the Purchaser has given written notice of the Claim to the Vendors on or before the fifth anniversary
    of the Completion Date.


 


	7.13	Maximum
    aggregate liability for Claims
	 	 
	 	Other
    than in respect of Title Subject Claims or for fraudulent, dishonest, deliberate or reckless conduct, for all Warranty Claims made
    by the Purchaser under this agreement:


 


	 	(a)	the
    maximum aggregate liability of the Vendors is equal to the value of the Retention Shares; and
	 	 	 
	 	(b)	each
    Vendor is liable up to its Respective Proportion of the Retention Shares; and
	 	 	 
	 	(c)	for
    the avoidance of doubt, to the extent that insufficient Retention Shares remain to satisfy a Warranty Claim as any point in time
    the remainder of the Warranty Claim as is unsatisfied shall be met from the surrender or forfeiture of Consideration Shares from
    the Warrantor, or Earn Out Shares from the Vendors in their Respective Proportions, equal in value at the issue price to the shortfall.


 


	7.14	Survival
	 	 
	 	The
    provisions of clause 7 remain in full force and effect after Completion.


 




    	Page 21



     


    

 


	7.15	Reimbursement
    if subsequent recovery from third parties
	 	 
	 	If:


 


	 	(a)	the
    Purchaser or the Company receives any payment from or on behalf of the Warrantors for any Warranty Claim or Indemnity Claim (Warrantors’
    Payment) and the Purchaser or the Company subsequently recovers any amount from any third party (including under a Third Party
    Claim) for anything causing that Warranty Claim or Indemnity Claim (as the case may be) (Recovered Amount); and
	 	 	 
	 	(b)	if
    the Recovered Amount, when aggregated with the Warrantors’ Payment, exceeds the Purchaser’s and the Company’s total
    Liabilities in respect of the facts, matters or circumstances giving rise to the Warranty Claim or Indemnity Claim (the amount of
    such excess being the Excess),


 


	 	the
    Purchaser must promptly:


 


	 	(c)	notify
    the Warrantors of the Recovered Amount; and
	 	 	 
	 	(d)	pay
    the Warrantors an amount equal to the lesser of:


 


	 	(i)	the
    Excess less any reasonable costs and expenses incurred by the Purchaser or the Company (as the case may be) in making that recovery;
    and
	 	 	 
	 	(ii)	the
    Warrantors’ Payment.


 


	8.	Tax
    Claims
	 	 
	8.1	Notice
    of Tax Claim



 


	 	(a)	The
    Purchaser must, and must procure that the Company does, notify the Vendors within 10 Business Days of becoming aware of a Tax Claim,
    providing:


 


	 	(i)	the
    amount of the Tax Claim (where known);
	 	 	 
	 	(ii)	a
    description in reasonable detail of the nature of the Tax Claim; and
	 	 	 
	 	(iii)	a
    copy of any documents or materials issued by a Tax Authority in respect of the Tax Claim.


 


	 	(b)	For
    the purpose of the notice period in clause 8.1(a), the Purchaser will only be deemed to be aware of a Tax Claim if the Purchaser
    is actually aware of the Tax Claim.
	 	 	 
	 	(c)	Failure
    by the Purchaser to notify, or to procure that the Company notifies, the Vendors of a Tax Claim in accordance with this clause 8.1
    does not prevent the Purchaser from making a Tax Claim under this agreement, however the Warrantors’ liability for the Tax
    Claim will be reduced to the extent that any failure by the Purchaser to comply with this clause 8.1 has increased the amount of
    the Tax Claim.


 


	8.2	Tax
    Claims process


 


	 	(a)	Subject
    to clause 8.2(c), the Purchaser will have the sole control of the conduct of any action to dispute, defend, object to, contest, appeal,
    compromise or settle a Tax Claim, and shall be free to pay or settle the Tax Claim on such reasonable terms as the Purchaser determines,
    provided that it must consult with and use its reasonable endeavours to agree with the Vendors the optimal approach to favourably
    settling the Tax Claim with the Tax Authority.
	 	 	 
	 	(b)	The
    Purchaser agrees to keep the Vendors fully informed of any proposed conduct under clause 8.2(a) and provide the Vendors with sufficient
    time for the Vendors to determine whether or not the Vendors agrees with any proposed course of action.
	 	 	 
	 	(c)	Where
    the Vendors provide the Purchaser with written notice of its disagreement with a proposed course of action under clause 8.2(a), subject
    to the Vendors indemnifying and securing the Purchaser against all Liabilities which may be incurred (including any additional Tax),
    the Purchaser may take such action as the Vendors reasonably requests in disputing, defending, objecting to, contesting, appealing,
    compromising or settling the Tax Claim.


 




    	Page 22



     


    

 


	8.3	Dispute
    between parties in relation to a Tax Claim


 


	 	(a)	If
    a dispute arises between the Vendors and Purchaser in respect of a Tax Claim (including the amount of the Tax Claim) under this clause
    8.3, then, within 21 days of a dispute arising, either the Vendors or Purchaser may refer the matter to an expert with the request
    that the expert make a decision on the matter as soon as practicable after receiving any submissions from the Vendors and Purchaser.
	 	 	 
	 	(b)	The
    expert is to be a person with over ten years’ experience in Tax agreed by the Vendors and the Purchaser, or if they do not
    agree on the person to be appointed within seven days of one party requesting appointment, a person with the same expertise nominated
    by the Resolution Institute Limited.
	 	 	 
	 	(c)	Where
    an expert is appointed:


 


	 	(i)	the
    decision of the expert is to be conclusive and binding on the parties in the absence of manifest error;
	 	 	 
	 	(ii)	the
    Vendors and the Purchaser agree to each pay one half of the expert’s costs and expenses in connection with the reference;
	 	 	 
	 	(iii)	the
    expert is appointed as an expert and not as an arbitrator; and
	 	 	 
	 	(iv)	the
    procedures for determination are to be decided by the expert in its absolute discretion.


 


	9.	Tax
    returns
	 	 
	9.1	Pre–Completion
    returns


 


	 	(a)	The
    Vendors will, at their own cost and expense, have the conduct and control of the preparation and filing of all tax returns in respect
    of the activities of the Company for any Tax period ending on or before the Completion Date (Pre–Completion Returns).
	 	 	 
	 	(b)	The
    Vendors must ensure that each Pre–Completion Return is prepared in a manner consistent with the requirements of any Tax Law.
	 	 	 
	 	(c)	The
    Purchaser, on reasonable notice from the Vendors, must provide to the Vendors:


 


	 	(i)	access
    to any information and records in relation to Tax, as relevant, within the possession and control of the Purchaser; and
	 	 	 
	 	(ii)	reasonable
    assistance to allow the Vendors to prepare any Pre–Completion Returns.


 


	 	(d)	The
    Vendors must deliver each Pre–Completion Return and supporting workpapers to the Purchaser before it is due to be filed for
    the Purchaser’s review and comment, and if the Purchaser objects to any items set out in the Pre–Completion Return, the
    parties must attempt to resolve the dispute in good faith or failing that, refer the matter to an expert as contemplated by clause
    8.3 as if the dispute were a dispute in relation to a Tax Claim.
	 	 	 
	 	(e)	The
    Vendors must procure that each Pre–Completion Return is lodged, filed or submitted by the due date (taking into account any
    extension of time to file the Pre–Completion Return that has been properly obtained).


 




    	Page 23



     


    

 


 


	9.2	Straddle
    Returns / Post–Completion returns
	 	 
	 	(a)	The
    Purchaser will, at its own cost and expense, have the conduct and control of the preparation and filing of all tax returns in respect
    of the activities of the Company for any Tax period ending after the Completion Date, including, for the avoidance of doubt, for
    any Tax period commencing prior to the Completion Date but ending after the Completion Date (Straddle Returns).
	 	 	 
	 	(b)	The
    Purchaser must ensure that each Straddle Return is prepared in a manner consistent with the requirements of any Tax Law.
	 	 	 
	 	(c)	The
    Vendors, on reasonable notice from the Purchaser, must provide to the Purchaser:
	 	 	 
	 	 	(i)	reasonable
    access to any information and records in relation to Tax, as relevant, within the possession and control of the Vendors; and
	 	 	 	 
	 	 	(ii)	reasonable
    assistance to allow the Purchaser to prepare any Straddle Return.
	 	 	 	 
	 	(d)	The
    Purchaser must deliver each Straddle Return and supporting workpapers to the Vendors before it is due to be filed for the Vendors’
    review and comment, and if the Vendors objects to any items set forth in the Straddle Return, the parties must attempt to resolve
    the dispute in good faith or failing that, refer the matter to be resolved by an expert as contemplated by clause 8.3 as if the dispute
    were a dispute in relation to a Tax Claim.
	 	 	 
	 	(e)	The
    Purchaser must procure that any Straddle Return is lodged, filed or submitted by the due date (taking into account any extension
    of time to file the Straddle Return that has been properly obtained).
	 	 	 	 
	10.	Vendor
    Indemnities
	 	 
	10.1	General
    indemnity
	 	 
	 	(a)	The
    Warrantors indemnify the Purchaser and the Company from all Liabilities which the Purchaser or the Company suffers, pays or incurs
    by reason of any of:
	 	 	 
	 	 	(i)	the
    Warranties being untrue, inaccurate or misleading in any respect; and/or
	 	 	 	 
	 	 	(ii)	any
    Claims made by any Third Party in relation to a matter which constitutes, or circumstances that constitute, a breach of any of the
    Warranties or any other covenant or representation of the Vendors in this agreement.
	 	 	 	 
	 	(b)	The
    Vendors indemnify the Purchaser and the Company from all liabilities that the Purchaser or the Company suffers, pays, or incurs by
    reason of any of:
	 	 	 
	 	 	(i)	any
    failure by a Vendor to fulfil its obligations under this agreement;
	 	 	 	 
	 	 	(ii)	any
    breach of a Warranty warranted by a Vendor; and/or
	 	 	 	 
	 	 	(iii)	any
    claim made by any Third Party in relation to any failure by the Vendors to fulfil their obligations under this Agreement.
	 	 	 	 
	 	(c)	For
    the avoidance of doubt, the Purchaser is entitled to bring a Claim either on an indemnity basis under this clause 10.1 or on a contractual
    basis for breach of a Warranty, or both, provided that the Purchaser may not, in connection with facts, matters or circumstances
    giving rise to a Claim, recover more than its aggregate Liabilities.
	 	 
	11.	Tax
    Indemnity
	 	 
	 	(a)	The
    Warrantors indemnify the Purchaser and the Company and the head company of any tax consolidated group of which the Company is a member
    after Completion for any Tax Liability incurred, arising as a result of, or in respect of, or by reference to any of the following:
	 	 	 
	 	 	(i)	(pre–Completion
    events) any event (including a supply) occurring, or deemed under any Tax Law to occur, in relation to the activities of the
    Company on or before Completion;
	 	 	 	 
	 	 	(ii)	(income)
    any income, profits or gains (including capital gains) earned, derived, accrued or received or deemed under any Tax Law to have been
    earned, derived accrued or received in relation to the activities of the Company on or before Completion;


 




    	Page 24



     


    

 


	 	 	(iii)	(deductions)
    the disallowance under Tax Law of an expense, loss or outgoing incurred in relation to the activities of the Company on or before
    Completion;
	 	 	 	 
	 	 	(iv)	(withholdings)
    any withholding required to be made or any notice required to be given under any Tax Law in relation to the activities of the Company
    on or before Completion;
	 	 	 	 
	 	 	(v)	(credits)
    the disallowance of a Tax credit or rebate of Tax under any Tax Law relating to a matter referred to in any of clauses 11(a)(i) to
    11(a)(iv) (inclusive);
	 	 	 	 
	 	 	(vi)	(rollovers)
    an asset of the Company having been on or before Completion the subject of a claim for rollover relief under any Tax Law;
	 	 	 	 
	 	 	(vii)	(tax
    relief) any Tax Liability for which the Company may have obtained relief under any Tax Law (whether by way of deferral of capital
    gains tax or otherwise and including, stamp duty corporate reconstruction relief) which has or will become payable as a result of
    entry into this agreement or as a consequence of exercising any rights or performing any obligations under this agreement (including
    any rights obligations or matters relating to Completion);
	 	 	 	 
	 	 	(viii)	(transaction
    tax) any Tax Liability in respect of any agreement, deed, other document or transaction entered into on or before Completion
    to which the Company is or has been a party or by which the Company derives, has derived or will derive a substantial benefit;
	 	 	 	 
	 	 	(ix)	(GST)
    any supply, transaction, acquisition or importation which has been made or deemed to have been made or attributed to the Company
    at any time on or before Completion; and
	 	 	 	 
	 	 	(x)	(GST
    group liabilities) any liability incurred by a Company, as a member or representative of a GST group, of which the Company was
    a member at any time before Completion.
	 	 	 	 
	 	(b)	The
    Vendors will not be liable for a Tax Subject Claim to the extent that the Tax Subject Claim:
	 	 	 
	 	 	(i)	relates
    to a Tax Liability for which adequate provision has been made in the Accounts;
	 	 	 	 
	 	 	(ii)	arises
    from any action or omission by the Vendors in accordance with the terms of this agreement, or the prior written approval, consent
    or agreement of the Purchaser;
	 	 	 	 
	 	 	(iii)	arises
    out of or in respect of an increase in the rate of Tax after the date of this agreement;
	 	 	 	 
	 	 	(iv)	arises
    out of a change in Tax Law after the date of this agreement, including a change in Tax Law which takes effect retrospectively (except
    where the change in Tax Law was publicly announced as at the date of this agreement); or
	 	 	 	 
	 	 	(v)	arises
    from any election or choice made by the Company in relation to Tax, on or after Completion.
	 	 	 	 
	 	(c)	For
    the avoidance of doubt, the Purchaser is entitled to bring a Tax Subject Claim either on an indemnity basis under this clause 11
    or on a contractual basis for a breach of a Tax Warranty, or both, provided that the Purchaser may not recover more than its aggregate
    Liabilities.


 


	11.2	Foreign
    Resident Capital Gains Withholding
	 	 	 	 
	 	(a)	For
    the purposes of Subdivision 14-D of Schedule 1 to the Taxation Administration Act 1953 (Cth) (TAA), each Vendor declares
    that:
	 	 	 	 
	 	 	(i)	the
    Shares are not, and will not be, “indirect Australian real property interests” as defined in section 855-25 of the 1997
    Tax Act for the six month period commencing on the date of this agreement; and
	 	 	 	 
	 	 	(ii)	the
    Purchaser may rely on the declaration in paragraph 11.2(a)(i).


 




    	Page 25



     


    

 


	 	(b)	On
    the basis of the declaration in paragraph 11.2(a)(i), the Purchaser will not be required to make a payment under subdivision 14-D
    of the TAA.
	 	 	 	 
	 	(c)	Each
    Vendor must indemnify the Purchaser for any loss suffered by the Purchaser in respect of the withholding requirements under Subdivision
    14-D of Schedule 1 to the TAA if any declaration made by that Vendor under clause 11.2(a)(i) is false.


 


	12.	Representations
    by the Purchaser
	 	 
	12.1	Representations
	 	 
	 	The
    Purchaser represents and warrants to the Vendors that each of the following statements is true and accurate at the date of this agreement
    and will be true and accurate on the Completion Date:
	 	 	 	 
	 	(a)	it
    is validly existing under the laws of its place of registration or incorporation;
	 	 	 
	 	(b)	it
    has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this
    agreement;
	 	 	 
	 	(c)	it
    has taken all necessary action to authorise its entry into and performance of this agreement and to carry out the transactions contemplated
    by this agreement, including without limitation the valid issuance of the Consideration Shares and the Earn-Out Shares;
	 	 	 
	 	(d)	its
    obligations under this agreement are valid and binding and enforceable against it in accordance with their terms;
	 	 	 
	 	(e)	no:
	 	 	 	 
	 	 	(i)	meeting
    has been convened, resolution proposed, petition presented or order made for its winding up;
	 	 	 	 
	 	 	(ii)	receiver,
    receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation
    to all or any of its assets; or
	 	 	 	 
	 	 	(iii)	mortgagee
    has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or
    chargor; and
	 	 	 	 
	(f)	it
    has entered the Side Deed which, amongst other things, commits the Purchaser to:
	 	 	 	 
	 	 	(i)	providing
    sufficient working capital to the Company so that the Company may operate in accordance with its budgets and have all necessary resources
    for the Company to meet Earn-Out Shares Payment Conditions;
	 	 	 	 
	 	 	(ii)	appoint
    Jalaluddin Shaik as a board observer of the Purchaser; and
	 	 	 	 
	 	 	(iii)	perform
    all of its obligations under the Side Deed.
	 	 	 	 
	12.2	Application
    of representations by the Purchaser
	 	 
	 	Each
    of the representations by the Purchaser under clause 12.1 remains in full force and effect on and after Completion.
	 	 
	13.	Purchaser’s
    Warranties
	 	 
	13.1	Warranties
	 	 
	 	The
    Purchaser represents, warrants and undertakes to the Vendors that the Purchaser’s Warranties are true and accurate at the date
    of this agreement and will be true and accurate on the Completion Date.

 




    	Page 26



     


    

 


	13.2	Reliance
    of the Purchaser
	 	 
	 	The
    Purchaser acknowledges that the Vendors enter into this agreement and will complete the sale and purchase of Shares under this agreement
    in reliance on the Purchaser’s Warranties.
	 	 
	13.3	Application
    of the Warranties
	 	 
	 	Each
    Purchaser’s Warranty:
	 	 
	 	(a)	remains
    in full force and effect after Completion;
	 	 	 
	 	(b)	is
    separate and independent and is not limited by reference to any other Purchaser’s Warranty or any other provision in this agreement;
    and
	 	 	 
	 	(c)	is
    not affected or limited in any way by any investigation made by or on behalf of the Vendors or the Company or any information relating
    Purchaser’s business of which one or more Vendors or the Company has actual knowledge except to the extent that it is Disclosed
    (within the meaning of clause 1.2(q)) in writing to the Company and/or the Vendor’s representative on or before the date of
    this agreement.
	 	 	 	 
	13.4	Qualifications	 
	 	 	 	 
	(a)	The
    Purchaser Warranties are given subject to and are qualified by the matters that are fully and fairly Disclosed (within the meaning
    of clause 1.2(q)) in this agreement or in writing to the Company and/or the Vendor’s representative on or before the date of
    this agreement.
	 	 
	13.5	Right
    of termination
	 	 
	 	If,
    before Completion:
	 	 
	 	(a)	the
    Company and/or Vendors identify a material breach of any of the Purchaser’s Warranties where, for the purpose of this (a) a
    ‘material breach’ means a breach which has, or, in the reasonable opinion of the Company and/or Vendors is likely to
    have, either individually or when aggregated with other facts, matters or circumstances, a material adverse effect on the Purchaser
    or the financial or trading position, liabilities, revenue, earnings, financial condition, profitability or prospects of the Purchaser
    by:
	 	 	 	 
	 	 	(i)	The
    Purchaser receiving a formal notice from NASDAQ that the Purchaser will not be permitted to list or does not meet the requirements
    for a listing on its market;
	 	 	 	 
	 	 	(ii)	Limiting
    the use or distribution of the Purchaser’s goods and services, including its Intellectual Property Rights;
	 	 	 	 
	 	 	(iii)	The
    termination or resignation of Mike Ballardie as CEO of the Purchaser; or
	 	 	 	 
	 	 	(iv)	The
    finding of a relevant regulator of material non-compliance with any US state or federal laws relating to the Company’s activities
    as a publicly traded corporation.
	 	 	 	 
	 	the
    Company and/or Vendors may (without prejudice to any other remedy available to it) immediately terminate this agreement by giving
    written notice to the Purchaser.
	 	 	 	 
	13.6	Notice
    of potential Claim
	 	 
	 	Reasonably
    promptly after a party first becomes aware of anything which it is aware is or may be reasonably likely to give rise to a Purchaser’s
    Warranty Claim or an Indemnity Claim:
	 	 	 	 
	 	(a)	it
    must notify the other party in writing of that fact, together with all available details; and
	 	 	 
	 	(b)	each
    Vendor must, as and when requested by the Purchaser, provide to the Purchaser any information and details which the Purchaser reasonably
    requires.
	 	 	 	 
	13.7	Effect
    of payment
	 	 
	 	A
    payment to a Vendor for a Purchaser’s Warranty Claim or a Purchaser’s Indemnity Claim is to be treated as an increase
    in the Consideration.


 




    	Page 27



     


    

 


	13.8	Limitation
    of the Purchaser
	 	 
	 	If
    the Purchaser is liable to the Vendors for a Purchaser’s Warranty Claim to be payable by the Purchaser, the Claim shall first
    be met by the issuance by such additional number of Consideration Shares to the Vendors as shall be equal to the value of the Claim.
	 	 
	13.9	No
    limitations for fraud
	 	 
	 	None
    of the limitations on Claims in this clause 13 will apply if the Purchaser acts fraudulently, dishonestly, deliberately or recklessly
    or fraudulently, dishonestly or recklessly makes or omits to make a disclosure to the Company and / or Vendors in such a way as to
    render any Purchaser’s Warranty misleading, false or deceptive.
	 	 
	13.10	Financial
    limits on Claims
	 	 
	 	The
    Purchaser has no liability for a Warranty Claim or an Indemnity Claim until the aggregate of all those Claims exceeds $100,000 in
    which event the Vendors and/or the Company (prior to the Completion) may claim the whole amount.
	 	 
	13.11	Time
    limits on Claims
	 	 
	 	The
    Purchaser shall have no liability for a Purchaser’s Warranty Claim or a Purchaser’s Indemnity Claim, unless the Vendors
    have given written notice of the Claim to the Purchaser on or before the 18-month anniversary of the Completion Date.
	 	 
	13.12	Maximum
    aggregate liability for Claims
	 	 
	 	Other
    than in respect of a Claim for fraudulent, dishonest, deliberate or reckless conduct, the maximum aggregate liability of the Purchaser
    for all Claims made by the Company and/or Vendors under this agreement is equal to the issue value of the Consideration Shares.
	 	 
	13.13	Survival
	 	 
	 	The
    provisions of clause 13 remain in full force and effect after Completion.
	 	 
	14.	Purchaser’s
    Indemnities


 


	14.1	General
    indemnity
	 	 
	 	The
    Purchaser indemnifies the Vendors (and where this Agreement is terminated, or a relevant event occurs, prior to Completion, the Company):
	 	 	 	 
	 	(a)	from
    all Liabilities which the Vendors or Company suffer, pay or incur by reason of:
	 	 	 	 
	 	 	(i)	any
    of the Purchaser’s Warranties being untrue, inaccurate or misleading in any respect; or
	 	 	 	 
	 	 	(ii)	any
    failure by the Purchaser to fulfil its obligations under this agreement; and
	 	 	 	 
	 	(b)	from
    all Claims made by any Third Party in relation to:
	 	 	 	 
	 	 	(i)	a
    matter which constitutes, or circumstances that constitute, a breach of any of the Purchaser’s Warranties or any other covenant
    or representation of the Purchaser in this agreement; or
	 	 	 	 
	 	 	(ii)	any
    failure by the Purchaser to fulfil its obligations under this agreement.
	 	 	 	 
	 	For
    the avoidance of doubt, the Vendors and/or the Company are entitled to bring a Claim either on an indemnity basis under this clause
    14.1 or on a contractual basis for breach of a Purchaser’s Warranty, or both, provided that the Vendors and/or Company may
    not, in connection with facts, matters or circumstances giving rise to a Claim, recover more than their aggregate Liabilities.


 




    	Page 28



     


    

 


	15.	Restraint
	 	 
	15.1	Defined
    terms
	 	 
	 	In
    this clause 15:
	 	 
	 	Business
    is a reference to the Business as at the Completion;
	 	 
	 	engage
    in means to carry on, participate in, provide finance or services, or otherwise be directly or indirectly involved as a shareholder,
    unitholder, director, consultant, adviser, contractor, principal, agent, manager, employee, beneficiary, partner, associate, trustee
    or financier; and
	 	 
	 	Prohibited
    Persons means each of Jalaluddin Shaik and Melvin Priyarajan:


 


	15.2	Prohibited
    activities
	 	 
	 	Unless
    this Agreement is terminated for breach by Company and/or Vendors:
	 	 	 	 
	 	(a)	Each
    Prohibited Person (in consideration for the Purchaser entering into this agreement) undertakes to the Purchaser that neither it nor
    its Associates will:
	 	 	 	 
	 	 	(i)	solicit,
    canvass, approach or accept an approach from a person who was at any time during the 12 months ending on the Completion Date a customer
    of the Company or the Business with a view to obtaining their custom in a business that is the same or similar to the Business or
    is in competition with the Business;
	 	 	 	 
	 	 	(ii)	interfere
    with the relationship between the Company or the Business and its customers, licensors, employees or suppliers;
	 	 	 	 
	 	 	(iii)	induce
    or help to induce an employee of the Company to leave their employment; or
	 	 	 	 
	 	 	(iv)	use
    a logo, symbol, trade mark or business name which may be misleading or deceptively similar to, or likely to be confused with, a logo,
    symbol, trade mark or business name owned or used by the Company (including those trademarks and business names set out in Schedule
    7).
	 	 	 	 
	 	(b)	Furthermore,
    each Prohibited Person (in consideration for the Purchaser entering into this agreement) undertakes to the Purchaser that neither
    it nor its Associates will engage in a business or an activity that is:
	 	 	 	 
	 	 	(i)	the
    same or similar to the Business or any part or parts of the Business; or
	 	 	 	 
	 	 	(ii)	in
    competition with the Business or any part or parts of the Business.


 


	15.3	Duration
    of prohibition
	 	 
	 	(a)	The
    undertakings in clause 15.2 begin on the Completion Date and end on the:
	 	 	 	 	 
	 	 	(i)	third
    anniversary of the Completion Date;
	 	 	 	 
	 	 	(ii)	second
    anniversary of the Completion Date; and
	 	 	 	 
	 	 	(iii)	first
    anniversary of the Completion Date.
	 	 	 	 
	 	(b)	The
    undertakings in clause 15.2(b) begin on the Completion Date and end on the:
	 	 	 	 
	 	 	(i)	fifth
    anniversary of the Completion Date;
	 	 	 	 
	 	 	(ii)	fourth
    anniversary of the Completion Date;
	 	 	 	 
	 	 	(iii)	third
    anniversary of the Completion Date;
	 	 	 	 
	 	 	(iv)	second
    anniversary of the Completion Date; and
	 	 	 	 
	 	 	(v)	first
    anniversary of the Completion Date.


 




    	Page 29



     


    

 


	15.4	Geographic
    application of prohibition
	 	 
	 	The
    undertakings in clause 15.2 apply only if the activity prohibited by clause 15.2 occurs within Australia and New Zealand.
	 	 
	15.5	Interpretation
	 	 
	 	Clauses
    15.2, 15.3 and 15.4 have effect together as if they consisted of separate provisions, each being severable from the other. Each separate
    provision results from combining each undertaking in clause 15.2, with each period in clause 15.3, and combining each of those combinations
    with each area in clause 15.4. If any of those separate provisions is invalid or unenforceable for any reason, the invalidity or
    unenforceability does not affect the validity or enforceability of any of the other separate provisions or other combinations of
    the separate provisions of clauses 15.2, 15.3 and 15.4.


 


	15.6	Exceptions
	 	 
	 	This
    clause 15 does not restrict a Prohibited Person from:
	 	 	 
	 	(a)	performing
    any employment agreement with the Company;
	 	 	 
	 	(b)	holding
    5% or less of the shares of a listed company; or
	 	 	 
	 	(c)	recruiting
    a person through a recruitment agency (except if the agency targets employees of the Company) or in a response to a newspaper, web
    page or other public employment advertisement.


 


	15.7	Acknowledgments
	 	 
	 	Each
    Vendor acknowledges that:
	 	 
	 	(a)	all
    the prohibitions and restrictions in this clause 15 are reasonable in the circumstances and necessary to protect the Goodwill of
    the Business;
	 	 	 
	 	(b)	damages
    are not an adequate remedy if a Prohibited Person breaches this clause 15; and
	 	 	 
	 	(c)	the
    Purchaser may apply for injunctive relief if:
	 	 	 
	 	 	(i)	a
    Prohibited Person breaches or threatens to breach this clause 15; or
	 	 	 	 
	 	 	(ii)	it
    believes a Prohibited Person is likely to breach this clause 15.


 


	16.	Confidentiality
    and publicity
	 	 
	16.1	Confidentiality
	 	 
	 	A
    party (Recipient):
	 	 	 	 	 
	 	(a)	must
    keep confidential any confidential information of another party (Disclosing Party) disclosed to the Recipient by the Disclosing
    Party, or of which the Recipient becomes aware, at any time up to Completion, except information which is public knowledge otherwise
    than as a result of a breach of confidentiality by the Recipient or any of its permitted disclosees; and
	 	 	 
	 	(b)	may
    disclose any confidential information in respect of which the Recipient has an obligation of confidentiality under clause 16.1(a)
    only:
	 	 	 	 	 
	 	 	(i)	to
    those of the Recipient’s officers, employees, partners, investors, stakeholders or financial, legal or other advisers who:
	 	 	 	 	 
	 	 	 	(A)	have
    a need to know for the purposes of this agreement or the transactions contemplated by it; and
	 	 	 	 	 
	 	 	 	(B)	undertake
    to the Recipient (and, where required by the Disclosing Party, to the Disclosing Party also) a corresponding obligation of confidentiality
    to that undertaken by the Recipient under this clause 16; or
	 	 	 	 	 
	 	 	(ii)	if
    required to do so by law.


 




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	16.2	Confidential
    Information – until Completion or termination
	 	 
	 	A
    reference in clauses 16.1(a) and 16.1(b) to confidential information includes, as regards the Purchaser, Confidential Information
    and the Purchaser must comply with those provisions with respect to Confidential Information until the first to occur of:
	 	 	 	 
	 	 	(a)	Completion;
    or
	 	 	 	 
	 	 	(b)	a
    period of 5 years after termination of this agreement.
	 	 	 	 
	16.3	Confidential
    Information – after Completion
	 	 
	 	The
    Vendors must not, and must ensure that any related body corporate of it and its and their respective Representatives and Associates
    must not, after Completion without the prior written consent of the Purchaser, use or disclose any Confidential Information unless
    required to do so by law.


 


	16.4	Announcements
	 	 
	 	A
    party must not make or authorise a press release or public announcement relating to the negotiations of the parties or the subject
    matter or provisions of this agreement unless:
	 	 	 	 
	 	(a)	it
    is required to be made by law and before it is made that party has:
	 	 	 	 
	 	 	(i)	notified
    the Purchaser and the Vendors; and
	 	 	 	 
	 	 	(ii)	given
    the Purchaser and the Vendors a reasonable opportunity to comment on the contents of, and the requirement for, it; or
	 	 	 	 
	 	(b)	it
    has the prior written approval of the Purchaser and the Vendors.
	 	 	 	 
	17.	Termination
	 	 
	17.1	Breach
	 	 	 	 
	 	(a)	The
    Vendors may terminate this Agreement by written notice to the Purchaser if the Purchaser is in breach of this agreement and such
    breach has not been remedied within 10 Business Days of being issued written notice of that breach, or such breach is incapable of
    remedy.
	 	 	 
	 	(b)	The
    Purchasers may terminate this Agreement by written notice to the Vendors if the Vendors (or, prior to Completion, the Company) are
    in breach of this agreement and such breach has not been remedied within 10 Business Days of being issued written notice of that
    breach, or such breach is incapable of remedy
	 	 
	17.2	After
    termination
	 	 
	 	On
    termination of this agreement for any reason, each party must stop, and must cause its permitted disclosees to stop, using confidential
    information of another party and, at the other party’s option:
	 	 	 	 
	 	(a)	return
    to the other party;
	 	 	 
	 	(b)	destroy
    and certify in writing to the other party the destruction of; or
	 	 	 
	 	(c)	destroy
    and permit a representative of the other party to witness the destruction of, all confidential information in its possession or control.
	 	 	 	 
	17.3	Survival
	 	 
	 	Clauses
    13 and 16 continue to apply after termination of this agreement.


 




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	17.4	Accrued
    rights
	 	 
	 	Termination
    of this agreement does not affect any accrued rights or remedies of a party.
	 	 
	18.	GST
	 	 
	18.1	Interpretation
	 	 
	 	In
    this clause 18, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning
    given to it in that Act.
	 	 
	18.2	GST
    gross up
	 	 
	 	If
    a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply
    but for the application of this clause 18.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive
    consideration multiplied by the rate of GST prevailing at the time the supply is made.
	 	 
	18.3	Reimbursements
	 	 
	 	If
    a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first
    reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with
    clause 18.2.
	 	 
	18.4	Tax
    invoice
	 	 
	 	A
    party need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice
    for the supply to which the payment relates.
	 	 
	19.	Notices
    and other communications
	 	 
	19.1	Service
    of notices
	 	 
	 	A
    notice, demand, consent, approval or communication under this agreement (Notice) must be:
	 	 
	(a)	in
    writing, in English and signed by a person duly authorised by the sender; and
	 	 
	(b)	hand
    delivered or sent by prepaid post or email to the recipient’s address for Notices specified in the Details, as varied by any
    Notice given by the recipient to the sender.
	 	 
	19.2	Effective
    on receipt
	 	 
	 	A
    Notice given in accordance with clause 19.1 takes effect when taken to be received (or at a later time specified in it), and is taken
    to be received:
	 	 	 
	 	(a)	if
    hand delivered, on delivery;
	 	 	 
	 	(b)	if
    sent by prepaid post, the second Business Day after the date of posting (or the seventh Business Day after the date of posting if
    posted to or from a place outside Australia); and
	 	 	 
	 	(c)	if
    sent by email, when sent by the sender unless the sender receives a delivery failure notification indicating that the email has not
    been delivered to the addressee,
	 	 	 
	 	but
    if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be
    received at 9.00am on the next Business Day.
	 	 
	20.	Assignment
	 	 
	20.1	Assignment
    in general
	 	 
	 	A
    party may only assign this agreement or a right under this agreement with the prior written consent of each other party.


 




    	Page 32



     


    

 


	21.	Miscellaneous
	 	 
	21.1	Alterations
	 	 
	 	This
    agreement may be altered only in writing signed by each party.
	 	 
	21.2	Approvals
    and consents
	 	 
	 	Except
    where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold
    any approval or consent under this agreement.
	 	 
	21.3	Costs
	 	 
	 	Each
    party must pay its own costs of negotiating, preparing and executing this agreement.
	 	 
	21.4	Stamp
    duty
	 	 
	 	Any
    stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this agreement
    or any transaction contemplated by this agreement, must be paid by the Purchaser.
	 	 
	21.5	Survival
	 	 
	 	Any
    indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other
    term by its nature intended to survive termination of this agreement survives termination of this agreement.
	 	 
	21.6	Counterparts
	 	 
	 	This
    agreement may be executed in counterparts. All executed counterparts constitute one document.
	 	 
	21.7	No
    merger
	 	 
	 	The
    rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
	 	 
	21.8	Entire
    agreement
	 	 
	 	This
    agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous
    agreements or understandings between the parties in connection with its subject matter.
	 	 
	21.9	Further
    action
	 	 
	 	Each
    party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement
    and any transactions contemplated by it.
	 	 
	21.10	Severability
	 	 
	 	A
    term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms
    or parts of the term of this agreement continue in force.
	 	 
	21.11	Waiver
	 	 
	 	A
    party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single
    or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
    A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
	 	 
	21.12	Relationship
	 	 
	 	Except
    where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between
    the parties.
	21.13	Governing
    law and jurisdiction
	 	 
	 	This
    agreement is governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the non–exclusive
    jurisdiction of the courts of New South Wales, Australia and its appellate courts.


 




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Schedule
1 – The Vendors





 


	No.	 	Vendors	 	Address	 	Shares	 	 	Consideration Shares	 
	1	 	Jalaluddin Shaik and Divyaa Jalal as trustees for the Jalaluddin Shaik Family Trust	 	Unit 3, 516 Mowbray Road W Land Cove NSW 2066	 	 	6,900,000	 	 	 	3,239,461	 
	2	 	Cooper Sydney Pty Ltd ACN 001 630 600	 	R414 Royal Exchange Sydney NSW 2000	 	 	180,289	 	 	 	84,643	 
	3	 	James Melvin Priyarajan	 	474, 2nd Main, MM Layout 60032 Kaval Bairasandra, Bangalore 5 India	 	 	582,000	 	 	 	273,242	 
	4	 	Stadia Growth Fund, LLC	 	383 Marshall Avenue, Webster Groves, MO 63119 United States	 	 	280,000	 	 	 	131,456	 
	5	 	Blackbird Ventures 2015, LP (Registration Number ILP0000141)	 	‘L’ Unit 1, 111 – 115 Albion Street Surry Hills NSW 2010	 	 	405,771	 	 	 	190,504	 
	6	 	Startmate Blue Moon Pty Ltd ACN 618 180 653 as trustee for the Startmate Blue Moon Trust	 	Unit 1, Level 111 – 115 Albion Street Surry Hills NSW 2010	 	 	270,514	 	 	 	127,003	 
	7	 	Picko Pty. Limited ACN 099 120 573 as trustee for the CP Family Trust ABN 19 818 186 299	 	Unit 28, 8 – 12 Waratah Street, Cronulla NSW 2230	 	 	179,469	 	 	 	84,258	 
	8	 	Daniel Pryor & Associates Pty Limited ACN 095 397 701 as trustee for the Pryor Family Trust ABN 86 820 169 847	 	32 The Grove Mosman NSW 2088	 	 	119,646	 	 	 	56,172	 
	9	 	Mishki Pty Ltd ACN 147 751 022 as trustee for the Bhandari Family Super Fund ABN 23 065 189 220	 	PO Box 90 Paddington NSW 2021	 	 	418,760	 	 	 	196,602	 
	10	 	Silk St Pty Ltd ACN 617 150 240 as trustee for the Silk St Family Trust	 	101 Grafton Street Bondi Junction NSW 2022	 	 	119,646	 	 	 	56,172	 
	11	 	Sellsword Investments Pty Limited ACN 611 789 603 as trustee for the Weller Family Trust	 	40 Shackel Avenue Clovelly NSW 2031	 	 	59,823	 	 	 	28,086	 
	12	 	Philip Justin Herald	 	32 Morella Road Mosman NSW 2088	 	 	598,229	 	 	 	280,861	 
	13	 	Smartsports LLC	 	1705 Ocean Ave #101, Santa Monica, CA 90401 United States	 	 	337,122	 	 	 	158,274	 
	14	 	Thomas Triggs	 	3529 Bayberry Lane, Malibu, CA 90265 United States	 	 	265,504	 	 	 	124,651	 
	15	 	Todd Stockard	 	3138 Hourglass Place Broomfield, Co 80023, United States	 	 	38,723	 	 	 	18,180	 
	16	 	David Nelson	 	13920 Westhampton Ct Broomsfield, Colorado, 80023, United States	 	 	256,435	 	 	 	120,393	 
	17	 	Fireside Ventures LLC.	 	C/o Bill Ordower, 97 Durand Rd Maplewood, New Jersey, 07040, United States	 	 	103,295	 	 	 	48,496	 
	18	 	Jeffrey Ravetz	 	6 Juniper Lane, Southampton, NY 11968 United States	 	 	129,124	 	 	 	60,622	 
	19	 	Steve Oosterhof and Julia Lindblad as trustees for the Oosterhof Lindblad Family Trust	 	45B Kidman Street Yarraville VIC 3013	 	 	20,337	 	 	 	9,548	 
	27	 	Imprint Capital Partners Ltd ARBN 603470220	 	Suite 410 Golden Spring Plaza 307 Datunli Chaoyang District Beijing	 	 	183,038	 	 	 	85,934	 
	28	 	Tawfiq Altai	 	Unit 8 44 Hampton Court Road Carlton New South Wales 2218	 	 	232,570	 	 	 	109,189	 
	29	 	Salome Mary Rapson	 	87 Tampa Road, Cape Woolamai, VIC, 3925	 	 	63,899	 	 	 	30,000	 
	30	 	Rodney Rapson	 	Max Planck Strasse 2, Wirges 56422 Germany	 	 	106,500	 	 	 	50,000	 
	31	 	Convertible Securityholders	 	 	 	 	2,349,199	 	 	 	1,102,918	 
	Total 	 	 	14,199,893	 	 	 	6,666,667	 



 




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Schedule
2 – The Company


 


	Name	Flixsense
    Pty. Ltd.
	 	 
	ACN	603
    093 545
	 	 
	Registered
    office	Unit
    6, 557 – 661 Mowbray Road W Lane Cove NSW 2066
	 	 
	Date
    of registration	27
    November 2014
	 	 
	Share
    capital	AUD$1,403,496.45
    comprising 14,199,893 ordinary securities
	 	 
	Directors	Shaik
    Jalaluddin
	 	 
	Secretary	None


 




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Schedule
3 – Earn-out Shares determination


 


	1.	Definitions
	 	 
	 	In
    this Schedule:
	 	 
	 	Earn-out
    Milestone means either:
	 	 	 	 	 
	 	(a)	The
    Company achieving before 31 December 2022:
	 	 	 	 	 
	 	 	(i)	The
    successful technical development and launch of an app or enterprise product utilising the GAMEFACE.AI technology for any 2 sports,
    including but not limited to:
	 	 	 	 	 
	 	 	 	(A)	American
    Football;
	 	 	 	 	 
	 	 	 	(B)	Baseball;
	 	 	 	 	 
	 	 	 	(C)	Basketball;
    or
	 	 	 	 	 
	 	 	 	(D)	Cricket,
	 	 	 	 	 
	 	 	 	where,
    if an app, such an app is released in a functional version of the Apple app store and the Google Play app store (or is substantially
    ready for release but is delayed at the Purchaser’s option) (Alpha App); and if an enterprise product, there is a contracted
    paying customer for the product (Alpha Product); and
	 	 	 	 
	 	 	(ii)	Tax-exclusive
    revenue in excess of $750,000 USD for the period 1 July 2021 to 31 December 2022 (excluding revenue earned from the Purchaser, whether
    paid or not) (Revenue Target); or
	 	 	 	 	 
	 	(b)	Any
    of the following events occur:
	 	 	 	 	 
	 	 	(i)	Jalaluddin
    Shaik’s employment agreement with the Company is terminated without cause;
	 	 	 	 
	 	 	(ii)	The
    Purchaser is in breach of the Side Deed and such breach is not remedied within 30 days of being given written notice of that breach;
	 	 	 	 
	 	 	(iii)	The
    Purchaser enters into a binding agreement to merge or sell a majority of its capital stock with another organisation (whether for
    cash or non-cash consideration) to one or more parties (whether they are existing stockholders or not); and / or
	 	 	 	 
	 	 	(iv)	A
    binding agreement is entered into for the sale or disposal of a majority of the shares in the Company, its Business or its assets.


 


	2.	Business
    Milestones


 


	No.	 	Business Milestones	 	Percentage of shares
 on Completion
	 
	1	 	Commercial release of an Alpha App or Alpha Product	 	 	25	%
	2	 	Functional release of an Alpha App or Alpha Product	 	 	25	%
	3	 	Achievement of Revenue Target	 	 	50	%



 




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	3.	Earn-out
    Shares Respective Proportion


 


	No.1	 	Vendors	 	Relevant Proportion of

                                                                  Earn-out Shares
	 
	 	 	Jalaluddin Shaik and Divyaa Jalal as trustees for the Jalaluddin Shaik Family Trust	 	 	33.4958	%
	2	 	Cooper Sydney Pty Ltd ACN 001 630 600	 	 	1.26965041215451	%
	3	 	James Melvin Priyarajan	 	 	34.0093	%
	4	 	Stadia Growth Fund, LLC	 	 	1.9718	%
	5	 	Blackbird Ventures 2015, LP (Registration Number ILP0000141)	 	 	2.85756378586796	%
	6	 	Startmate Blue Moon Pty Ltd ACN 618 180 653 as trustee for the Startmate Blue Moon Trust	 	 	1.90504252391198	%
	7	 	Picko Pty. Limited ACN 099 120 573 as trustee for the CP Family Trust ABN 19 818 186 299	 	 	1.26387572075367	%
	8	 	Daniel Pryor & Associates Pty Limited ACN 095 397 701 as trustee for the Pryor Family Trust ABN 86 820 169 847	 	 	0.84258381383578	%
	9	 	Mishki Pty Ltd ACN 147 751 022 as trustee for the Bhandari Family Super Fund ABN 23 065 189 220	 	 	2.94903630611864	%
	10	 	Silk St Pty Ltd ACN 617 150 240 as trustee for the Silk St Family Trust	 	 	0.84258381383578	%
	11	 	Sellsword Investments Pty Limited ACN 611 789 603 as trustee for the Weller Family Trust	 	 	0.42129190691789	%
	12	 	Philip Justin Herald	 	 	4.21291202687232	%
	13	 	Smartsports LLC	 	 	2.3741	%
	14	 	Thomas Triggs	 	 	1.86976056791414	%
	15	 	Todd Stockard	 	 	0.272699237944962	%
	16	 	David Nelson	 	 	1.80589388948212	%
	17	 	Fireside Ventures LLC.	 	 	0.727435058841641	%
	18	 	Jeffrey Ravetz	 	 	0.909330795661629	%
	19	 	Steve Oosterhof and Julia Lindblad as trustees for the Oosterhof Lindblad Family Trust	 	 	0.143219389047509	%
	29	 	Imprint Capital Partners Ltd. ARBN 603470220	 	 	1.28900971296051	%
	30	 	Tawfiq Altai	 	 	3.3671	%
	31	 	Rodney Rapson	 	 	1.2	%



 




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	Schedule
    4 – Retention Shares
	 	 
	1.	Retention
    Shares
	 	 
	 	The
    Retention Shares will not be issued by the Purchaser until the end of the Retention Period when they shall be issued to the Vendors
    in their relevant proportions subject to the remaining terms of this Schedule 4.
	 	 
	2.	Purpose
    of Retention Shares
	 	 
	 	The
    purpose of the Retention Shares is to provide the Purchaser with security for the obligations of the Warrantors in respect of any
    Claim which may be made for breach of Warranty or under an indemnity given under the terms of this Agreement which is notified by
    the Purchaser to the Vendor’s Representative during the Retention Period.
	 	 
	3.	Release
    of the Retention Shares
	 	 
	 	If
    and to the extent at the expiry of the Retention Period the aggregate value of Claims for breach of Warranty or under an indemnity
    given under the terms of this Agreement notified to the Vendor’s Representative,
	 	 
	 	is
    less than the aggregate value of the Retention Shares assessed at the issue price of the Consideration Shares then upon written request
    from the Vendor’s Representative the Purchaser shall issue the balance of the Retention Shares to the Vendors in each case
    in their relevant proportion.
	 	 
	4.	Unresolved
    Claims
	 	 
	 	If
    and to the extent any Claims for breach of Warranty or under an indemnity remain unresolved at the end of the Retention Period (“Unresolved
    Claims”) the relevant value of Retention Shares which relate to such Unresolved Claims shall remain unissued until such time
    as the Unresolved Claims are agreed by the parties or are finally determined by a Court of appropriate jurisdiction and shall be
    issued to the Vendors only if such Unresolved Claims are resolved or determined in their favour.


 




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	 	Schedule
    5 – Warranties
	 	 	 	 






	Warranty 1 – Defined terms
	 	 
	 	In
    these Warranties:
	 	 
	 	Accredited
    Investor has the meaning given to such term in Regulation D of the U.S. Securities Act.
	 	 
	 	Intellectual
    Property Licences means all agreements under which the Company has the right to use, but not to own, Intellectual Property Rights
    used in connection with the Business, including those listed in Schedule 7.
	 	 
	 	Intellectual
    Property Rights means all intellectual property and proprietary rights (whether registered or unregistered), including:
	 	 	 
	 	(a)	business
    names;
	 	 	 
	 	(b)	trade
    or service marks;
	 	 	 
	 	(c)	any
    right to have information (including Confidential Information) kept confidential; and
	 	 	 
	 	(d)	patents,
    patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs,
    data bases, know–how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.
	 	 	 
	 	law
    includes any statute, legislation, law, regulation, by–law, scheme, determination, ordinance, rule or other statutory provision
    (whether Commonwealth, State or municipal).
	 	 
	 	Moral
    Rights means each right defined as a moral right in Part IX of the Copyright Act 1968
	 	 
	 	(Cth),
    and any similar rights capable of protection under the laws of any foreign jurisdiction.
	 	 
	 	Owned
    Intellectual Property Rights means all Intellectual Property Rights owned by the Company, including the Intellectual Property
    Rights listed in Schedule 7 but excluding any Intellectual Property Rights that are the subject of any of the Intellectual Property
    Licences.
	 	 
	 	Personal
    Information means ‘personal information’ (as defined in the Privacy Act 1988 (Cth)) held by the Company.
	 	 	 
	 	Plant
    and Equipment means all plant, equipment (including computer equipment), motor vehicles, machinery, furniture, chattels, fixtures
    and fittings used by the Company.
	 	 
	 	Privacy
    Law means:
	 	 	 
	 	(a)	the
    Privacy Act 1988 (Cth);
	 	 	 
	 	(b)	the
    National Privacy Principles contained in Schedule 3 to the Privacy Act 1988 (Cth) or an approved privacy code (as defined
    in the Privacy Act 1988 (Cth)) that applies to the Company; and
	 	 	 
	 	(c)	another
    statute, regulation or law in Australia or elsewhere relating to the protection of Personal Information that the Company must observe.
	 	 	 
	 	QIB
    has the meaning given to such term in Rule 144A under the U.S. Securities Act.
	 	 
	 	SGAA
    means the Superannuation Guarantee (Administration) Act 1992 (Cth).
	 	 
	 	Superannuation
    Arrangement means any fund, plan, or scheme, or division of a fund plan or scheme, under which superannuation, retirement, life
    assurance, death or disability benefits, pensions, annuities or other allowances, gratuities or benefits are or may be provided to
    or in respect of any employee of the Company or their dependants.
	 	 
	 	U.S.
    Person has the meaning given to such term in Regulation S under the U.S. Securities Act.
	 	 
	 	U.S.
    Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 




    	Page 39



     


    

 


	Warranty
    2 – The Vendors
	 	 	 
	2.1	The
    Vendors have full authority and all necessary consents to enter into and perform this agreement.
	 	 
	2.2	This
    agreement and all other agreements contemplated by this agreement will, when executed by the Vendors, constitute binding obligations
    of the Vendors in accordance with their respective terms.
	 	 
	2.3	The
    execution, delivery and performance by the Vendors of this agreement will not:
	 	 	 
	 	(a)	result
    in a breach of any provision of the constitution of the Vendors;
	 	 	 
	 	(b)	result
    in a breach of, or constitute a default under, any instrument to which the Vendors are a party or by which the Vendors are bound
    and which is material in the context of the transactions contemplated by this agreement; or
	 	 	 
	 	(c)	result
    in a breach of any order, judgment or decree of any court or Governmental Authority to which the Vendors are a party or by which
    the Vendors are bound and which is material in the context of the transactions contemplated by this agreement.
	 	 	 
	2.4	No:
	 	 	 
	 	(a)	meeting
    has been convened, resolution proposed, petition presented or order made for the winding up of the Vendors;
	 	 	 
	 	(b)	receiver,
    receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any
    material asset of the Vendors; or
	 	 	 
	 	(c)	mortgagee
    or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the Vendors are the
    mortgagor or chargor.
	 	 	 
	2.5	The
    Vendors:
	 	 	 
	 	(a)	are
    not insolvent within the meaning of section 95A of the Corporations Act;
	 	 	 
	 	(b)	have
    not stopped paying their debts as and when they fall due;
	 	 	 
	 	(c)	have
    not been served with a demand under section 459E of the Corporations Act which it is taken under section 459F of the Corporations
    Act to have failed to comply with;
	 	 	 
	 	(d)	are
    not subject to voluntary administration under Part 5.3A of the Corporations Act;
	 	 	 
	 	(e)	if
    outside of the United States, are not U.S. Persons;
	 	 	 
	 	(f)	if
    inside of the United States, are either Accredited Investors or QIBs;
	 	 	 
	 	(g)	have
    such knowledge, sophistication and experience in financial and business matters that they are capable of evaluating the merits and
    risks of its investment in their respective portion of the Consideration Shares as contemplated by this Agreement, and are able to
    bear the economic risk of such investment for an indefinite period of time; and
	 	 	 
	 	(h)	understand
    that the Consideration Shares have not been, and will not be, registered under the U.S. Securities Act (or any other securities law),
    and are intended to be exempt from registration under the U.S. Securities Act.
	 	 	 
	2.6	The
    Vendors are not insolvent. For the purposes of this Warranty 2.6, any Vendor will be insolvent if:
	 	 	 
	 	(a)	a
    trustee or similar officer is appointed in respect of the Vendor or any of the Vendors’ assets;
	 	 	 
	 	(b)	an
    order is made for the bankruptcy of the Vendor or his or her estate or an event occurs that would give a court the right to make
    such an order;
	 	 	 
	 	(c)	a
    moratorium of any debts of the Vendor, a personal insolvency agreement or any other assignment, composition or arrangement with the
    Vendors’ creditors or any similar proceeding or arrangement by which the assets of the Vendor are subjected conditionally or
    unconditionally to the control of the Vendors’ creditors or a trustee is ordered or applied for;


 




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	 	(d)	the
    Vendor is declared or taken under any applicable law to be insolvent or unable to pay his or her debts or the Vendor admits in writing
    that he or she is insolvent or unable to pay his or her debts;
	 	 	 
	 	(e)	any
    writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made or issued against
    or in relation to any asset of the Vendor; or
	 	 	 
	 	(f)	any
    event under any law which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs
    2.6(a) to 2.6(e) (inclusive).


 


	Warranty
    3 – The Company
	 	 	 
	3.1	The
    Company:
	 	 	 
	 	(a)	is
    validly existing under the laws of its place of incorporation or registration and in good standing;
	 	 	 
	 	(b)	is
    accurately described in Schedule 2;
	 	 	 
	 	(c)	has
    full corporate power to own its properties, assets and businesses and to carry on the businesses it conducts; and
	 	 	 
	 	(d)	has
    good and marketable title to all the assets included in the Accounts.
	 	 	 
	3.2	No:
	 	 	 
	 	(a)	meeting
    has been convened, resolution proposed, petition presented or order made for the winding up of the Company;
	 	 	 
	 	(b)	receiver,
    receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any
    material asset of the Company; or
	 	 	 
	 	(c)	mortgagee
    or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the Company is the mortgagor
    or chargor.
	 	 	 
	3.3	The
    Company:
	 	 	 
	 	(a)	has
    no subsidiaries within the meaning of the Corporations Act; and
	 	 	 
	 	(b)	has
    no interest in the share capital of any company.
	 	 	 
	3.4	The
    Company:
	 	 	 
	 	(a)	does
    not act or carry on business in partnership with any other person;
	 	 	 
	 	(b)	is
    not a member of any corporate or unincorporated body, undertaking or association (other than a trade association); or
	 	 	 
	 	(c)	does
    not hold or is not liable on any share or security (other than a share or security in a trade association) which is not fully paid
    up or which carries any liability.
	 	 	 
	3.5	The
    Company does not trade under a name other than its corporate name (excluding trademarks or business names registered in a name other
    than its corporate name).
	 	 	 
	3.6	The
    Company:
	 	 	 
	 	(a)	is
    not insolvent within the meaning of section 95A of the Corporations Act;
	 	 	 
	 	(b)	has
    not stopped paying its debts as and when they fall due;
	 	 	 
	 	(c)	has
    not been served with a demand under section 459E of the Corporations Act which it is taken under section 459F of the Corporations
    Act to have failed to comply with; or
	 	 	 
	 	(d)	is
    not subject to voluntary administration under Part 5.3A of the Corporations Act.


 




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	Warranty
    4 – Share capital
	 	 	 
	4.1	The
    Shares held by the Vendors:
	 	 	 
	 	(a)	comprise
    the entire share capital of the Company;
	 	 	 
	 	(b)	are
    fully paid; and
	 	 	 
	 	(c)	were
    validly issued.
	 	 	 
	4.2	Each
    Vendor has complete and unrestricted power and right to sell, assign and transfer the Shares to the Purchaser.


 


	4.3	There are no:
	 	 
	 	(a)	securities
    convertible into Shares of the Company;
	 	 	 
	 	(b)	options
    or other entitlements:
	 	 	 	 
	 	 	(i)	over
    the Shares; or
	 	 	 	 
	 	 	(ii)	to
    have Shares in the Company issued; or
	 	 	 	 
	 	(c)	restrictions
    on the transfer of any Shares in the Company.
	 	 	 	 
	4.4	There
    is no Security Interest over or affecting the Shares or any of them.
	 	 	 	 
	Warranty
    5 – The Accounts
	 	 	 	 
	5.1	The
    Accounts:
	 	 	 	 
	 	(a)	give
    a true and fair view of:
	 	 	 	 
	 	 	(i)	the
    assets, liabilities, financial position and state of affairs of the Company as at the Accounts Date; and
	 	 	 	 
	 	 	(ii)	the
    financial performance of the Company for the year ended on the Accounts Date;
	 	 	 	 
	 	(b)	were
    prepared in accordance with:
	 	 	 	 
	 	 	(i)	the
    Accounting Standards, the Corporations Act and all other applicable laws; and
	 	 	 	 
	 	 	(ii)	the
    same accounting policies, practices and procedures (and method of application of them) as were applied in the corresponding accounts
    for the previous two years;
	 	 	 	 
	 	(c)	contain
    proper and adequate provision for and full disclosure of all liabilities, whether actual, contingent or otherwise, of the Company
    at the Accounts Date; and
	 	 	 
	 	(d)	are
    not affected by any abnormal, extraordinary, exceptional or non–recurring items.
	 	 	 	 
	5.2	Since
    the Accounts Date:
	 	 	 	 
	 	(a)	there
    has been no material adverse change in the assets, liabilities, turnover, earnings, financial condition, trading position, affairs,
    performance or prospects of the Company and no fact, matter, event or circumstance has occurred which is likely to give rise to such
    a change;
	 	 	 
	 	(b)	no
    dividend or distribution of capital or income has been declared, made, paid or determined to be payable in respect of any share capital
    of the Company whether of cash, specific assets or otherwise;
	 	 	 
	 	(c)	the
    Company has carried on the Business in the ordinary and usual course and has not entered into any contracts or arrangements other
    than in the ordinary and usual course of carrying on business of the Business;
	 	 	 
	 	(d)	the
    Company has not incurred or undertaken any actual or contingent liabilities or obligations, including Tax, except in the ordinary
    and usual course of business;


 




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	 	(e)	the
    Company has not acquired or disposed of or dealt with any assets, nor has it entered into any agreement or option to acquire or dispose
    of any assets other than in the normal course of business for full market value;
	 	 	 
	 	(f)	except
    in the ordinary and usual course of business, the Company has not borrowed money;
	 	 	 
	 	(g)	except
    by operation of law or in the ordinary and usual course of its business, the Company has not granted any Security Interest over any
    of its inventory or assets;
	 	 	 
	 	(h)	the
    Company has not paid or agreed to pay any retiring allowance, superannuation or benefit to any of its officers or employees except
    where the law requires it or in accordance with a superannuation or retirement scheme in force at the Accounts Date;
	 	 	 
	 	(i)	the
    Company has not entered into or altered any contract of service with any officers, employees or agents, or increased or agreed to
    increase the rate of remuneration or compensation payable to any of its officers, employees or agents;
	 	 	 
	 	(j)	the
    Company has not implemented any new accounting or valuation method for its business, assets, property or rights;
	 	 	 
	 	(k)	no
    major supplier of the Company has:
	 	 	 	 
	 	 	(i)	reduced
    the level of its supplies to the Company;
	 	 	 	 
	 	 	(ii)	indicated
    an intention to cease or reduce the volume of its trading with the Company after Completion; or
	 	 	 	 
	 	 	(iii)	materially
    altered the terms on which it trades with the Company;
	 	 	 	 
	 	(l)	no
    major customer of the Company has:
	 	 	 	 
	 	 	(i)	reduced
    the level of its custom from the Company;
	 	 	 	 
	 	 	(ii)	indicated
    an intention to cease or reduce the volume of its trading with the Company after Completion; or
	 	 	 	 
	 	 	(iii)	materially
    altered the terms on which it trades with the Company;
	 	 	 	 
	 	(m)	no
    loans have been made nor bonuses paid by the Company to employees, nor have any advances or loan money been accepted from any employees;
    and
	 	 	 	 
	 	(n)	no
    resolutions have been passed by the members or directors of the Company except in the ordinary and usual course of business of the
    Company and those necessary to give effect to this agreement.
	 	 	 	 
	5.3	The
    Company has not provided any letter of comfort or made any representation or given any undertaking to any person in respect of the
    obligations or solvency of any other person or in support of or as an inducement to or otherwise in connection with the provision
    of financial accommodation, whether or not considered by the Company to be legally binding.
	 	 
	5.4	The
    Company is not a party to any foreign currency transaction other than in the ordinary course of business.
	 	 
	5.5	The
    Management Accounts:
	 	 	 	 
	 	(a)	show
    a materially accurate view of:
	 	 	 	 
	 	 	(i)	the
    financial position and state of affairs of the Company and the Business as at the date to which they have been prepared; and
	 	 	 	 
	 	 	(ii)	the
    financial performance of the Company and the Business for the period in respect of which they have been prepared;
	 	 	 	 
	 	(b)	were
    prepared in accordance with the same accounting policies as were applied in the preparation of the management accounts of the Company
    and the Business in the previous 12 months; and
	 	 	 
	 	(c)	are
    not affected by an unusual, abnormal, extraordinary or non–recurring item.


 




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	Warranty
    6 – Records
	 	 	 
	6.1	The
    Records:
	 	 	 
	 	(a)	are
    in the physical possession or control of the Company;
	 	 	 
	 	(b)	are,
    at Completion, located at the Properties;
	 	 	 
	 	(c)	have
    been fully, properly and accurately kept and completed in accordance with all applicable laws and are up–to–date where
    legally required;
	 	 	 
	 	(d)	include
    all records required under, or to comply with or support any return or claim under, any applicable law (including under Tax law and
    the Corporations Act);
	 	 	 
	 	(e)	do
    not contain material inaccuracies or discrepancies of any kind; and
	 	 	 
	 	(f)	as
    far as necessary, have been prepared in accordance with the requirements of the Corporations Act and the Accounting Standards.
	 	 	 
	Warranty
    7 – Commitments
	 	 	 
	7.1	There
    are no agreements, arrangements or understandings affecting the Company or the Business that:
	 	 	 
	 	(a)	the
    Purchaser will be unable to terminate after the Completion Date on giving 30 days’ notice or less without penalty;
	 	 	 
	 	(b)	are
    material to the operation of the Business and have not been disclosed in the Disclosure Letter or the Due Diligence Materials;
	 	 	 
	 	(c)	are
    outside the ordinary and proper course of business of the Business or otherwise contain any unusual, abnormal or onerous provisions;
	 	 	 
	 	(d)	are
    incapable of being fulfilled or performed on time without undue or unusual expenditure of money or effort;
	 	 	 
	 	(e)	entitle
    the other party to terminate the agreement, or impose terms less favourable to the Business, by reason of the change in ownership
    of the Company;
	 	 	 
	 	(f)	were
    not negotiated and entered into on arm’s length terms;
	 	 	 
	 	(g)	are
    in the nature of a partnership, joint venture or consortium arrangement or agreement or any agreement for sharing commissions or
    other income;
	 	 	 
	 	(h)	involve,
    or are likely to involve, an aggregate outstanding or potential expenditure or commitment by the Company of more than $100,000;
	 	 	 
	 	(i)	are
    having, or are likely to have, a material adverse effect on the financial or trading position, performance, or prospects of the Business;
	 	 	 
	 	(j)	limit
    or exclude the Company’s right to do business and/or to compete in any area or in any field or with any person; or
	 	 	 
	 	(k)	are
    unprofitable.
	 	 	 
	7.2	With
    respect to each contract material to the Business:
	 	 	 
	 	(a)	no
    party to the contract is in default;
	 	 	 
	 	(b)	there
    are no grounds for rescission, avoidance or repudiation of that contract;
	 	 	 
	 	(c)	no
    party has given notice to terminate it or has sought to repudiate or disclaim it or, as far as the Vendors are aware, intends to
    do so;
	 	 	 
	 	(d)	as
    far as the Vendors are aware, there are no facts or circumstances which are likely to give rise to any of the above; and
	 	 	 
	 	(e)	there
    will be no liability on the Company to account for goods and services tax (GST) without the Company being entitled to increase
    the consideration payable under that contract, or otherwise seek reimbursement, so that the Company retains the amount it would have
    obtained but for the imposition of GST.


 




    	Page 44



     


    

 


	7.3	No
    offer, tender, quotation or the like given or made by the Company is capable of giving rise to a contract merely by any unilateral
    act of a third party, other than in the ordinary course of business and other than as disclosed in the Due Diligence Materials.
	 	 	 
	7.4	The sale of the Shares will not give rise to any contractual right of:
	 	 	 
	 	(a)	any
    supplier material to the Business to cease or reduce supplying the Business; or
	 	 	 
	 	(b)	any
    customer material to the Business to cease or reduce their custom with the Business.
	 	 	 
	7.5	The
    Due Diligence Materials contain details of all discounts, rebates, allowances and other preferential terms of any nature available
    to the Business from its suppliers or offered by the Business to its customers which are material to the performance of the Business.


 


	Warranty 8– Superannuationi
	 	 	 
	8.1	The
    Company has in the past and will make sufficient contributions:
	 	 	 
	 	(a)	to
    complying superannuation funds (as defined in the SGAA) in accordance with the SGAA to ensure that, as at the Completion Date, it
    will have no liability or potential liability to pay any superannuation guarantee charge, as defined in the SGAA; and
	 	 	 
	 	(b)	in
    accordance with, and have otherwise complied with, the requirements of the Choice of Fund regime in Part 3A of the SGAA so that it
    will have no liability or potential liability as at the Completion Date to pay an increased superannuation guarantee charge under
    subsections 19(2A) and/or 19(2B) of the SGAA.
	 	 	 
	8.2	As
    at the Completion Date, the Company will have complied with all of its obligations, duties and liabilities in respect of its Superannuation
    Arrangements, including making all contributions to the Superannuation Arrangements required to be made under their respective rules.
	 	 
	8.3	As
    far as the Vendors are aware, each Superannuation Arrangement to which contributions have been made by the Company is a complying
    superannuation fund for the purposes of the SGAA.
	 	 	 
	Warranty
    9 – Employees
	 	 	 
	9.1	Full
    and correct particulars of the employees of the Company, including details in respect of remuneration, benefits, accrued or pro rata
    long service leave, personal and carer’s leave and annual leave entitlements, period of continuous service, work place location,
    job title or job function, notice period and bonus arrangements and whether employees have given notice to take parental leave, are
    contained in the Records of the Company which have been made available to the Purchaser for inspection before the date of this agreement.
	 	 
	9.2	The
    Company has not made any contract, arrangement, understanding or representation (whether written or oral) under which one or more
    employees, contractors or agents will or may be entitled to any benefit (monetary or otherwise) if ownership (direct or indirect)
    of the Company changes, as will occur on the sale of the Shares.
	 	 
	9.3	No
    Claim has been made, nor has the Company received notice of any potential Claim, by or on behalf of any past or present employee
    or contractor against the Company.
	 	 
	9.4	There
    is no issue (including the expiry of any award, enterprise agreement or other instrument made or approved under law) which may lead
    to industrial action by employees or any industrial organisation of employees which may disrupt the Business or cause it to incur
    financial expenditure.
	 	 
	9.5	The
    Company has complied with and continues to comply with all obligations arising under law, equity, statute (including occupational
    health and safety, annual leave, long service leave, equal opportunity, anti–discrimination, Tax, superannuation, workers compensation
    and industrial laws), award, enterprise agreement or other instrument made or approved under any law with respect to its past and
    present employees and contractors.


 




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	9.6	As
    at the date of this agreement, the employees of the Company:
	 	 	 
	 	(a)	are
    all employed to work in the conduct of the Business; and
	 	 	 
	 	(b)	are
    the only persons employed or engaged to work in the conduct of the Business.
	 	 	 
	9.7	As
    at the date of this agreement, none of the employees of the Company has terminated their employment or given notice of the termination
    of their employment and the Vendors are not aware that any employee intends to give notice of termination of their employment.
	 	 
	9.8	The
    Company has not:
	 	 	 
	 	(a)	given
    a commitment (whether legally binding or not) to increase or supplement the remuneration, annual leave (including leave, loading),
    long service leave, personal leave or any other compensation, gratuities or benefits of any employee; or
	 	 	 
	 	(b)	agreed
    to a share incentive scheme, share option scheme, bonus scheme, profit sharing scheme or other employee incentive scheme with an
    employee.
	 	 	 
	9.9	No
    schemes or arrangements operated by or relating to the Company in respect of the Business exist, which provide to any officer, employee,
    independent contractor or agent of the Company a commission, remuneration or other payment calculated by reference to the whole or
    part of the turnover, profits or sales of the Company or the Business.
	 	 
	9.10	Except
    as disclosed by the Vendors:
	 	 	 
	 	(a)	no
    industrial awards apply to or cover the employees of the Company;
	 	 	 
	 	(b)	the
    Company is not a party to any enterprise agreement or collective bargaining agreement or any other instrument made or approved under
    any law in relation to any of the Employees;
	 	 	 
	 	(c)	the
    Company is not a party to any agreement, arrangement or understanding with a union or any representative of it or industrial organisation
    in relation to any of the employees of the Company;
	 	 	 
	 	(d)	there
    are no contracts, arrangements or understandings in place which apply to employees of the Company and provide for terms or conditions
    of employment more generous to employees of the Company than those specified in any applicable award, enterprise agreement or other
    instrument made or approved under any law;
	 	 	 
	 	(e)	there
    are no contracts, arrangements or understandings with any employees of the Company who are not covered by any award, enterprise agreement
    or other instrument made or approved under any law; and
	 	 	 
	 	(f)	the
    Company has no contracts, arrangements or understandings with contractors in connection with the Business.
	 	 	 
	9.11	No
    notice, prosecution, prohibition, improvement notice or Claim has been received by the Vendor or the Company from any Governmental
    Authority in relation to the employment by the Vendors of the employees of the Company.
	 	 
	9.12	None
    of the employees of the Company requires a work visa or any licence or other form or approval to work in the conduct of the Business.
	 	 	 
	Warranty
    10 – Workers compensation
	 	 	 
	10.1	The
    Vendors have disclosed to the Purchaser:
	 	 	 
	 	(a)	all
    Claims for workers compensation; and
	 	 	 
	 	(b)	all
    documents and information in the Company’s possession or of which it is aware relating to all events, incidents, injuries and
    conditions (including physical and mental health conditions and working conditions), work practices, policies and any other things
    occurring or existing or alleged to have occurred or existed in the period of   4 years prior to the Completion Date
    which could lead to or contribute to a Claim for workers compensation being made by any of the Company’s employees or contractors
    or any of its former employees or contractors.


 




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	Warranty
    11 – Tax
	 
	Defined
    terms
	 	 	 
	11.1	In
    Warranty 11:
	 	 
	 	Ruling
    means any ruling, determination, arrangement, clearance, consent or advice issued by, or negotiated with, any Tax Authority in
    respect of any Tax or Tax Law.
	 	 	 
	General
    warranties
	 	 	 
	11.2	The
    Company has:
	 	 	 
	 	(a)	complied
    with all obligations imposed on the Company by any Tax Law;
	 	 	 
	 	(b)	paid,
    or the Accounts fully provide for, all Tax which the Company is or may become liable to pay in respect of the period up to and including
    the Accounts Date;
	 	 	 
	 	(c)	filed,
    lodged or submitted all Tax returns and information regarding Tax and Tax matters as and when required by Tax Law or requested by
    any Tax Authority;
	 	 	 
	 	(d)	maintained
    sufficient and accurate records and all other information required to support all Tax returns and information which has been or may
    be filed, lodged or submitted to any Tax Authority or is required to be kept under any Tax Law;
	 	 	 
	 	(e)	complied
    with all of its obligations under any statutory provisions requiring the deduction or withholding of Tax from amounts paid by the
    Company, whether on its own behalf or as agents, and has properly accounted for any Tax so deducted or withheld to any Tax Authority
    (other than amounts which have yet to become payable);
	 	 	 
	 	(f)	complied
    with all obligations to register for the purposes of any Tax Law; and
	 	 	 
	 	(g)	complied
    with all obligations imposed under Tax Law in relation to the quotation of tax file numbers by employees of the Company, including
    the guidelines under applicable Privacy Law and have not committed an offence in relation to the collection, recording, use or disclosure
    of tax file numbers.
	 	 	 
	11.3	The
    Company has paid, or the Accounts fully provide for, all Tax which the Company is or may become liable to pay in respect of the period
    up to and including the Accounts Date (including any period that ended prior to the Consolidation Date).
	 	 
	11.4	The
    Company has complied with all obligations to register for the purposes of any Tax Law; and
	 	 
	11.5	The
    Company has complied with all obligations imposed under Tax Law in relation to the quotation of tax file numbers by employees of
    the Company, including the guidelines under applicable Privacy Law and have not committed an offence in relation to the collection,
    recording, use or disclosure of tax file numbers.
	 	 	 
	11.6	After
    the Accounts Date, the only Tax liabilities of the Company that have arisen or may arise on or before the Completion Date are, or
    will be, liabilities arising out of the normal business and trading activities of the Company.
	 	 	 
	11.7	The
    Company:
	 	 	 
	 	(a)	is
    not involved in any audit or investigation of any of its Tax returns or business operations or any dispute with any Tax Authority
    and the Vendors are not aware of any circumstances or event which may give rise to any such audit, investigation or dispute;


 




    	Page 47



     


    

 


	 	 	 
	 	(b)	has
    not entered into or been a party to any transaction which contravenes the anti– avoidance or transfer pricing provisions of
    any Tax Law;
	 	 	 
	 	(c)	is
    not currently the beneficiary of any extension of time within which to file, lodge or submit any Tax return or with respect to any
    Tax assessment or any Tax shortfall; and
	 	 	 
	 	(d)	has
    not in the last 5 years been the subject of any audit by, or in dispute with, any Tax Authority.


 


	11.8	Any
    statement, information, Ruling request, notice, computation, election or return which has been made, filed, lodged or submitted to
    a Tax Authority, or a Tax Officer within the meaning of any Tax Law, by the Company in respect of any Tax or Tax matter:
	 	 	 
	 	(a)	is
    true, correct and complete;
	 	 	 
	 	(b)	discloses
    all material facts which should be disclosed under any relevant Tax Law;
	 	 	 
	 	(c)	is
    not false, misleading or deceptive; and
	 	 	 
	 	(d)	has
    been made, filed, lodged or submitted on time.
	 	 	 
	11.9	All
    transactions and other dealings between the Company and a third party have been (and can be demonstrated to have been) conducted
    on arm’s length commercial terms.
	 	 
	11.10	The
    Company does not have a permanent establishment (as that expression is defined in any relevant double taxation agreement to which
    Australia is a party) outside Australia nor is it required to be registered in any place as a recognised foreign company or trust.
	 	 	 
	Consolidation
	 	 	 
	11.11	The
    Company is not now, has never been, nor will it become, a member of a Consolidated Group up to the date of Completion.
	 	 	 
	Rulings
	 	 	 
	11.12	Any
    transaction that the Company has entered into in reliance on any Ruling has been implemented in the manner disclosed in the application
    for the Ruling.
	 	 
	11.13	The
    Company has not acted or failed to act in any way which has or might alter, prejudice or infringe any arrangement which has been
    negotiated with a Tax Authority or any Ruling which has previously been obtained from or issued by a Tax Authority.
	 	 
	11.14	The
    Company has not made or requested any Ruling, objection or amended assessment in relation to its lodged, filed or submitted Tax returns.
	 	 
	11.15	Complete
    copies of all private rulings, advices, consents, advance opinions and clearances from a Tax Authority affecting the Company have
    been disclosed to the Purchaser in the Due Diligence Materials.
	 	 	 
	Stamp
    duty
	 	 	 
	11.16	All
    documents required to be created by the Company under a law relating to stamp duty or a Tax of a similar nature, have been created
    and have had stamp duty or other Taxes of a similar nature paid in full in accordance with all applicable laws.
	 	 
	11.17	All
    documents which are liable to stamp duty or a Tax of a similar nature, or necessary to establish the title of the Company to an asset,
    have had stamp duty or other Taxes of a similar nature paid in full in accordance with all applicable laws.
	 	 
	11.18	The
    Company has not in the last 5 years been a party to any transaction where an asset was transferred to an Associate and relief from
    stamp duty was obtained.
	 	 	 
	Elections
	 	 	 
	11.19	The
    Company has never made, nor will make prior to the Completion Date, an interposed entity election within the meaning of section 272–85
    to Schedule 2F of the 1936 Tax Act.


 




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	Losses
	 	 	 
	11.20	Nothing
    has occurred to deny or disallow the Company a Tax deduction in respect of any:
	 	 	 
	 	(a)	current
    year Tax losses;
	 	 	 
	 	(b)	carry
    forward Tax losses under any Tax Law, as at the Accounts Date; and
	 	 	 
	 	(c)	Tax
    losses incurred between the Accounts Date and the Completion Date,
	 	 	 
	 	other
    than the entry into this agreement or the transfer of Shares as contemplated by this agreement.
	 	 	 
	11.21	Nothing
    has occurred to deny or disallow a Tax deduction in respect of any prior year Tax losses allowed or claimed under any Tax Law as
    at the Completion Date.
	 	 
	11.22	To
    the extent that any Tax losses have been transferred to or from the Company, the Company has satisfied all relevant conditions under
    any Tax Law and the public officer of the Company has signed a written agreement on or before the date of lodgment of the transferee’s
    Tax return as required by the Tax Law.
	 	 	 
	Dividends
	 	 	 
	11.23	The
    Company:
	 	 	 
	 	(a)	has
    not made a frankable distribution (as defined in section 202–40 of the 1997 Tax Act) in breach of the benchmark rule (as defined
    in section 203–25 of the 1997 Tax Act);
	 	 	 
	 	(b)	has
    not made a linked distribution (as defined in section 204–15 of the 1997 Tax Act);
	 	 	 
	 	(c)	has
    not issued tax exempt bonus shares (as defined in section 204–25 of the 1997 Tax Act);
	 	 	 
	 	(d)	has
    not streamed a distribution within the meaning of section 204–30 of the 1997 Tax Act;
	 	 	 
	 	(e)	has
    not notified, and is not required to notify, the Commissioner of Taxation about variances in its benchmark franking percentage under
    section 204–75 of the 1997 Tax Act;
	 	 	 
	 	(f)	is
    not liable, and will not be liable at or before Completion, to pay franking deficit tax imposed by the New Business Tax System
    (Franking Deficit Tax) Act 2002 (Cth) in accordance with section 205–45 of the 1997 Tax Act;
	 	 	 
	 	(g)	is
    not liable, and will not be liable at or before Completion, to pay over–franking tax imposed by the New Business Tax System
    (Over–franking Tax) Act 2002 (Cth) in accordance with section 203–50 of the 1997 Tax Act;
	 	 	 
	 	(h)	does
    not reasonably expect to have a Franking Deficit at Completion;
	 	 	 
	 	(i)	does
    not reasonably expect to receive a refund of Tax within 3 months of Completion; and
	 	 	 
	 	(j)	is
    not a former exempting company.
	 	 	 
	Rollover
    relief, and pre–CGT assets and change of ownership
	 	 	 
	11.24	No
    asset of the Company has been the subject of:
	 	 	 
	 	(a)	the
    operation of Division 149 of the 1997 Tax Act; or
	 	 	 
	 	(b)	a
    claim for rollover relief under Subdivision 126 B of the 1997 Tax Act in circumstances where there might be an application of Subdivision
    104 J of the 1997 Tax Act.
	 	 	 
	11.25	The
    sale of the Shares will not result in the application of Subdivision 104–J of the 1997 Tax Act to the Company.


 




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Research
and development


 


	11.26	All
    Tax Relief for research and development expenditure, as allowed under the 1936 Tax Act or the 1997 Tax Act, claimed by the Company
    in any Tax return, or to be claimed by the Company in a Tax return, is supported by:


 


	 	(a)	registration
    with Innovation Australia (or AusIndustry on behalf of Innovation Australia) within the required statutory time limit;
	 	 	 
	 	(b)	records
    that sufficiently demonstrate to both Innovation Australia (or AusIndustry on behalf of Innovation Australia) and the applicable
    Tax Authority that the research and development activities and expenditure meet all legislative requirements for the Tax Relief;
    and
	 	 	 
	 	(c)	where
    applicable, positive findings or other approvals by Innovation Australia (or AusIndustry on behalf of Innovation Australia).


 


Share
capital account


 


	11.27	The
    Company does not have a tainted share capital account within the meaning of


 


Division
197 of the 1997 Tax Act and the Company has not taken any action that might cause the Company’s share capital account to become
a tainted share capital account, nor has an election been made at any time to untaint the Company’s share capital account.





 


Future
Income Tax Benefit


 


	11.28	Other
    than the transactions contemplated by this agreement, no event has occurred which has prevented or could prevent the Company obtaining
    the benefit of any future income tax benefit provided for in the Accounts.


 


Debt
forgiveness


 


	11.29	No
    debt owed by the Company has been, or has been agreed to be, released, waived, forgiven or otherwise extinguished by a person which
    would attract the operation of Division 245 of Schedule 2C of the 1936 Tax Act or Division 245 of the 1997 Tax Act.
	 	 
	11.30	No
    debt deductions have been denied to the Company in respect of income years up to and including the Completion Date pursuant to Division
    820 of the 1997 Tax Act.


 


GST


 


	11.31	Unless
    otherwise defined in this agreement, words or expressions used in Warranties 11.32 to 11.42 (inclusive) have the same meaning as
    defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
	 	 
	11.32	The
    Company is not a party to any contract, deed, arrangement or understanding in respect of which it is or will become liable to pay
    GST without being entitled to increase the consideration payable under the contract, deed, arrangement or understanding or otherwise
    seek reimbursement so that the Company retains the amount it would have retained but for the imposition of GST. However this warranty
    does not apply in respect of any contract, agreement, arrangement or understanding under which the consideration payable is stated
    in writing to include GST.


 


	11.33	The
    Company:


 


	 	(a)	is
    registered for GST under the GST law;
	 	 	 
	 	(b)	has
    complied in all respects with the GST law; and
	 	 	 
	 	(c)	is
    not in default of any obligation to make any payment or return (including any Business Activity Statement) or notification under
    the GST law.


 


	11.34	The
    Company has not engaged in any avoidance scheme for the purposes of section 165–5 of the A New Tax System (Goods and Services
    Tax) Act 1999 (Cth).
	 	 
	11.35	The
    Company has not entered into any contract, deed, arrangement or understanding which will make it exceed the financial acquisitions
    threshold.


 







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	11.36	The
    Company has established internal procedures and systems necessary to ensure that its billing, accounts receivable and general ledger
    functions accurately capture and account for GST.
	 	 
	11.37	All
    information has been given necessary to ensure that any payment by an insurer under an insurance policy in which the Company has
    an interest is not treated as consideration for a supply.
	 	 
	11.38	The
    Company has correctly and on a timely basis, returned GST on all taxable supplies and has no outstanding GST liabilities.
	 	 
	11.39	The
    Company has never been and is not currently a member of a GST group and the Company will not become a member of a GST group prior
    to or at Completion.
	 	 
	11.40	The
    Company has correctly claimed input tax credits on all creditable acquisitions and has held valid tax invoices in each relevant tax
    period in which the input tax credits were claimed and continues to hold those tax invoices as required by law.
	 	 
	11.41	At
    the Completion Date, the Company holds all tax invoices, adjustment notes, recipient created tax invoices and other documents (including
    any relevant GST agreements, such as recipient created tax invoice agreements) necessary for input tax credits and decreasing adjustments
    to be attributed to a tax period that commences prior to the Completion Date.
	 	 
	11.42	The
    Company has not been paid any amount on account of, or in respect of, GST by any entity which it was not contractually entitled to
    be paid.


 





Warranty
12 – Litigation


 


	12.1	The
    Company is not engaged in any prosecution, litigation or arbitration proceedings and:


 


	 	(a)	no
    such proceedings are pending or threatened in respect of which verbal or written communication has been given or received by the
    Company; and
	 	 	 
	 	(b)	there
    are no facts, matters or circumstances which are reasonably likely to give rise to any such proceedings.


 


	12.2	There
    are no disputes which may or might give rise to any prosecution, litigation or arbitration proceedings.
	 	 
	12.3	There
    are no unsatisfied judgements, awards, claims or demands against the Company.


 





Warranty
13 – Privacy


 


	13.1	Except
    as disclosed in the Disclosure Letter, the Company has complied with Privacy Law in relation to Personal Information.
	 	 
	13.2	The
    performance by the Vendors of this agreement and the transfer of Personal Information to the Purchaser in connection with, or contemplated
    by, this agreement will not breach Privacy Law.
	 	 
	13.3	No
    individual has claimed, and no grounds exist for an individual to claim compensation from the Company for a breach of Privacy Law.
	 	 
	13.4	No
    notice has been received by the Company from a competent authority alleging a breach of Privacy Law.


 


Warranty
14 – Intellectual property


 


	14.1	Schedule
    7 contains a complete and accurate list of all Intellectual Property Rights owned or used by the Company.
	 	 
	14.2	The
    Company is the sole legal and beneficial owner of the Owned Intellectual Property Rights free from any Security Interest.





 




    	Page 51



     


    




 


	14.3	The
    Company has the right to use all Intellectual Property Rights which are used in the conduct of the Business.
	 	 
	14.4	In
    respect of each Intellectual Property Licence:


 


	 	(a)	the
    Intellectual Property Licence is valid, binding and enforceable;
	 	 	 
	 	(b)	the
    Company is not in breach of the Intellectual Property Licence; and
	 	 	 
	 	(c)	the
    licensor has not given notice to terminate it nor so far as the Vendors are aware, intends to do so.


 


	14.5	Neither
    the Company nor any related body corporate of it has licensed, granted any rights in respect of, assigned or otherwise dealt with
    any of the Owned Intellectual Property to any person.
	 	 
	14.6	The
    Company has not, and is not, infringing the Intellectual Property Rights of any other person and so far as the Vendors are aware,
    no person has infringed or is presently infringing any of the Owned Intellectual Property.
	 	 
	14.7	Other
    than in respect of the Intellectual Property Licences, there are no royalties, licence fees or other similar fees payable by the
    Company or any related body corporate of it in connection with the use of any Intellectual Property Rights.
	 	 
	14.8	All
    registrations and applications for the Owned Intellectual Property are current and all application and registration fees and any
    renewal fees have been paid.
	 	 
	14.9	No
    Claims have been asserted challenging the Company’s use of, or rights to, Intellectual Property Rights used in the Business
    and, as at the date of this agreement, the Company has not received notice of any oppositions, cancellation actions, proceedings,
    Claims or complaints which have been brought or threatened by any person or any Governmental Agency in relation to the Owned Intellectual
    Property Rights or any other Intellectual Property Rights used by the Company.
	 	 
	14.10	The
    Company has not licensed, assigned, granted any rights or authorised or permitted any person to use the Owned Intellectual Property
    Rights.
	 	 
	14.11	Each
    of the Vendors and the Company has complied with reasonable industry practice to protect and maintain the confidentiality of the
    Confidential Information.
	 	 
	14.12	The
    Company may do, or omit to do, any act in relation to any copyright works owned by the Company, or licensed under the Intellectual
    Property Licences (to the extent that the act or omission is permitted under the licence), without infringing the Moral Rights of
    the author in those works or films.
	 	 
	14.13	The
    Company has the right, against its employees and consultants employed in or engaged in connection with the Business, to claim ownership
    and title to all the Intellectual Property Rights generated by those persons in the course of, or in connection with, the Business.
	 	 
	14.14	The
    Disclosure Letter contains copies of all documents and terms relating to each Intellectual Property Licence.


 


Warranty
15 – Computer systems and software


 


	15.1	All
    the computers and computer systems owned or used by the Company:


 


	 	(a)	are
    in a good state of repair and condition and are in full operating order and are fulfilling the purposes for which they were acquired
    or established in an efficient manner without material downtime or errors;
	 	 	 
	 	(b)	have
    adequate capacity for the Company’s present needs;


 




    	Page 52



     


    




 


	 	(c)	have
    adequate security, back–ups, hardware and software support and maintenance and trained personnel to ensure so far as is reasonable:


 


	 	(i)	that
    breaches of security, errors and breakdowns are kept to a minimum; and
	 	 	 
	 	(ii)	that
    no material disruption will be caused to the Business or any material part of the Business in the event of a breach of security,
    error or breakdown;


 


	 	(d)	are
    properly documented so as to enable them to be used and operated by any reasonably qualified personnel; and
	 	 	 
	 	(e)	are
    owned and under the sole control of the Company, are located in premises occupied by the Company, are not shared with or used by
    or on behalf of or accessible by any other person.


 


	15.2	No
    software owned by, or licensed to the Company has been licensed or sub–licensed to any other person by the Company or a related
    body corporate of it.


 


	15.3	All
    software used on the computers used by the Company:


 


	 	(a)	performs
    efficiently in accordance with its specification and does not contain any defect or feature which may adversely affect its performance;
    and
	 	 	 
	 	(b)	is
    lawfully held and used and does not infringe the Intellectual Property Rights of any person and all copies held have been lawfully
    made.


 


	15.4	The
    copyright in the software or source code for the software used on the computers and computer systems owned or used by the Company:


 


	 	(a)	in
    the case of software written or commissioned by the Company, is owned exclusively by the Company, and no other person has rights
    in or rights to use that software or source code or copies of that software or source code;
	 	 	 
	 	(b)	in
    the case of standard packaged software purchased outright, is licensed to the Company on an express or implied licence which does
    not require the Company to make any further payments, is not terminable without the consent of the Company and imposes no material
    restrictions on the use or transfer of the software; and
	 	 	 
	 	(c)	in
    the case of all other software, is licensed to the Company on the terms of a valid written licence which requires payment by the
    Company of a fixed annual licence fee at a rate not exceeding that paid in the financial year ended on the Accounts Date, and (except
    for reasonable fees for software support) requires the Company to make no further or other payment, is not terminable (except for
    failure to pay the licence fee) without the consent of the Company and imposes no material restrictions on the use or transfer of
    the software.


 


Warranty
16 – Insurance


 


	16.1	All
    relevant details of the insurance policies in respect of which the Company has an interest have been included in the Due Diligence
    Materials.
	 	 
	16.2	There
    are no individual or related claims under the policies referred to in Warranty 16.1 for amounts in excess of $10,000.
	 	 
	16.3	All
    premiums in respect of the insurances referred to in Warranty 16.1 will have been paid before the Completion Date.
	 	 
	16.4	Nothing
    has been done or omitted to be done which would make any insurance contract void or voidable or which would permit an insurer to
    cancel the insurance contract or refuse or reduce a claim, increase the premium or alter any of the other provisions of the insurance
    contract.
	 	 
	16.5	Under
    the insurance policies in which the Company has an interest:


 


	 	(a)	all
    of the property and assets of the Company of an insurable nature are insured in amounts representing their full replacement or reinstatement
    value against fire and other risks normally insured against; and
	 	 	 
	 	(b)	the
    Company is adequately insured for such amounts as would be maintained in accordance with prudent business practice in respect of
    all risks, whether in relation to damage to property, personal injury, public liability, product liability, workers’ compensation,
    business interruption insurance or otherwise.


 




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Warranty
17– Ownership of assets


 


	17.1	Except
    for those assets the subject of equipment leases, the Company legally and beneficially owns, free from Security Interest, all of
    the property and assets included in the Accounts or which it purports to own and all assets acquired since the Accounts Date except
    for current assets subsequently sold or realised in the ordinary course of business.
	 	 
	17.2	The
    Company owns or has valid and subsisting leases to use:


 


	 	(a)	all
    plant and equipment; and
	 	 	 
	 	(b)	all
    other assets,


 


used
by it, or which it requires, to conduct the Business.


 


	17.3	The
    assets used by the Company in the Business:


 


	 	(a)	are
    all located on the Properties;
	 	 	 
	 	(b)	are
    in the physical possession of the Company; and
	 	 	 
	 	(c)	are
    the only assets necessary for the conduct and operation of the Business as it is currently carried on.


 


	17.4	Each
    item of Plant and Equipment:


 


	 	(a)	is,
    for the avoidance of doubt, located on the Properties; and
	 	 	 
	 	(b)	is
    in a good and safe state of repair and condition and satisfactory working order for its age and has been regularly and properly maintained.


 





Warranty
18– Trade practices


 


	18.1	Neither
    the Company nor any of its officers or employees has committed or omitted to do any act or thing the commission or omission of which
    is a contravention of the Australian Consumer Law (Section 2 to the Competition and Consumer Act 2010 (Cth)), the Fair
    Trading Act 1987 (NSW) or like legislation in any other state or territories of Australia.





 


Warranty
19 – Information


 


	19.1	The
    Vendors have disclosed to the Purchaser all information relating to the Company and the Business or otherwise in relation to the
    subject matter of this agreement which might, if disclosed, reasonably be expected to affect the decision of a prospective purchaser
    to enter into this agreement, or the price at which, or the terms on which, a prospective purchaser might be willing to purchase
    the Shares.
	 	 
	19.2	Each
    statement and all information set out in the schedules to this agreement, the Disclosure Letter and the Due Diligence Materials and
    in the information provided to the Purchaser and its Representatives in relation to the Company (including the information in the
    data room established by the Vendors) is true, complete and accurate and not misleading or deceptive.
	 	 
	19.3	There
    is no fact, matter or circumstance known to the Vendors which renders any of the information referred to in Warranties 19.1 or 19.2
    misleading or deceptive.
	 	 
	19.4	All
    copies of documents provided by the Vendors to the Purchaser or its Representatives in relation to the Company or the Business, including
    in the Due Diligence Materials, are true copies.


 







    	Page 54



     


    




 


	19.5	All
    predictions, projections, expectations, opinions and forecasts provided by or on behalf of the Vendors to the Purchaser or its Representatives
    are:


 


	 	(a)	arrived
    at in good faith after due and careful consideration;
	 	 	 
	 	(b)	bona
    fide operational documents of the Company or the Business (and as such were not prepared for the purpose of disclosure to the Purchaser
    or other potential purchasers of the Business, unless expressly indicated otherwise on the face of the document); and
	 	 	 
	 	(c)	reasonable.


 


Warranty
20 – Compliance with applicable laws


 


	20.1	The
    Company has complied with all applicable laws (whether applicable to the conduct of the Business, the use of the assets of the Company
    or in any other manner) and no contravention or allegation of any contravention of any applicable law has been made against the Company
    or the Vendors.


 


	20.2	The
    Company:


 


	 	(a)	holds
    all licences, approvals, consents, rights, registrations, permits, certificates and other authorisations necessary for the use of
    the Properties and for the conduct of the Business (Approvals);
	 	 	 
	 	(b)	has
    complied with all terms, conditions and other provisions of or applicable to those Approvals;
	 	 	 
	 	(c)	has
    not done or permitted to be done anything that would cause any of the Approvals to be terminated; and
	 	 	 
	 	(d)	has
    not received any notice that any Approval will be revoked, suspended, modified or will not be renewed.


 


	20.3	As
    far as the Vendors are aware, there is no fact or matter which might prejudice the continuance or renewal, or result in the revocation
    or variation in any material respect, of any Approval.
	 	 
	20.4	The
    Vendors have disclosed to the Purchaser:


 


	 	(a)	all
    Approvals; and
	 	 	 
	 	(b)	all
    conditions and notices attaching or applicable to the Approvals.


 


	20.5	Neither
    the Vendors nor the Company has received any notice that any such statutory permit or licence will be revoked, suspended, modified
    or will not be renewed
	 	 
	20.6	The
    Vendors have completed and lodged all returns and statements required to be lodged by law with any Government Agency and the returns
    and statements so lodged were true and correct in every respect.


 





Warranty
21– Effect of sale of Shares


 


	21.1	The
    transfer of the Shares to the Purchaser under this agreement will not result in any supplier or customer of the Company ceasing or
    being entitled to substantially reduce its level of business with the Company.


 


	21.2	The
    entry into and performance of this agreement does not and will not:


 


	 	(a)	result
    in the breach of any of the terms, conditions or provisions of any agreement or arrangement to which the Company is a party;
	 	 	 
	 	(b)	relieve
    any person from any obligation to the Company;
	 	 	 
	 	(c)	result
    in the creation, imposition, crystallisation or enforcement of any Security Interest or other third party right or interest on the
    Company, its assets or undertaking;


 


	 	(d)	result
    in any indebtedness of the Company becoming due and payable; or
	 	 	 
	 	(e)	result
    in any obligation of the Company being accelerated.


 


Warranty
22 – Delegations, offers, finder’s fees


 


	22.1	No
    power of attorney given by the Company will be in force after Completion.
	 	 
	22.2	Any
    offer, tender or quotation made or given by the Company which is outstanding and capable of acceptance by a third party, was made
    or given in the ordinary course of business.
	 	 
	22.3	Neither
    the Vendors, the Company and any Associate of the Vendors or of the Company has taken any action under which any person is or may
    be entitled to a finder’s fee, brokerage or commission in connection with the acquisition of any shares under this agreement.


 




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Schedule
6 – Key Employees


 


	1.
    	Key
    Employees
	 	Jalaluddin
    Shaik
	 	James
    Melvin Priyarajan


 




    	Page 56



     


    




 


Schedule
7 – Intellectual Property Rights


 


	1.	Copyright
    and confidential information


 


Copyright
and confidential information in all databases, source codes, software, methodologies, manuals, artwork and advertising materials used
in the Business or by the Company.


 


	2.	Intellectual
    Property Licences


 


Nil


 


	3.	Trademarks


 


The
Company intends to register the name ‘GAMEFACE.AI’ as a trade mark in Australia.


 




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Schedule
8 – Purchaser’s Warranties


 


Warranty
1 – Defined terms


 


In
these Purchaser’s Warranties:


 


Intellectual
Property Rights means all intellectual property and proprietary rights (whether registered or unregistered), including:


 


	 	(a)	business
    names;
	 	 	 
	 	(b)	trade
    or service marks;
	 	 	 
	 	(c)	any
    right to have information (including Confidential Information) kept confidential; and
	 	 	 
	 	(d)	patents,
    patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs,
    data bases, know–how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.


 


law
includes any statute, legislation, law, regulation, by–law, scheme, determination, ordinance, rule or other statutory provision
(whether state of federal).


 


Personal
Information means ‘personal information’ (as defined in the California Consumer Privacy Act of 2018) held by the
Company.


 


Privacy
Law means any statute, regulation or law in the USA or elsewhere relating to the protection of Personal Information that the Purchaser
must observe.


 


Warranty
2 – Litigation


 


	2.1	The
    Purchaser is not engaged in any prosecution, litigation or arbitration proceedings and:


 


	 	(a)	no
    such proceedings are pending or threatened in respect of which verbal or written communication has been given or received by the
    Purchaser; and
	 	 	 
	 	(b)	there
    are no facts, matters or circumstances which are reasonably likely to give rise to any such proceedings.


 


	2.2	There
    are no disputes which may or might give rise to any prosecution, litigation or arbitration proceedings.
	 	 
	2.3	There
    are no unsatisfied judgements, awards, claims or demands against the Purchaser.


 


Warranty
3 – Intellectual property


 


	3.1	The
    Purchaser has the right to use all Intellectual Property Rights which are used in the conduct of the Business.
	 	 
	3.2	The
    Purchaser has not, and is not, infringing the Intellectual Property Rights of any other person and so far as the Purchaser is aware,
    no person has infringed or is presently infringing any of the Purchaser’s Intellectual Property Rights.
	 	 
	3.3	No
    Claims have been asserted challenging the Purchaser’s use of, or rights to, Intellectual Property Rights used in the Business
    and, as at the date of this agreement, the Purchaser has not received notice of any oppositions, cancellation actions, proceedings,
    Claims or complaints which have been brought or threatened by any person or any government agency in respect of any Intellectual
    Property Rights used by the Purchaser.
	 	 
	3.4	The
    Purchaser has complied with reasonable industry practice to protect and maintain the confidentiality of the Confidential Information.
	 	 
	3.5	The
    Purchaser has the right, against its employees and consultants employed in or engaged in connection with its business, to claim ownership
    and title to all the Intellectual Property Rights generated by those persons in the course of, or in connection with, its business.


 




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Warranty
4 – Insurance


 


	4.1	Nothing
    has been done or omitted to be done which would make any insurance contract of the Purchaser void or voidable or which would permit
    an insurer to cancel the insurance contract or refuse or reduce a claim, increase the premium or alter any of the other provisions
    of the insurance contract.
	 	 
	4.2	Under
    the insurance policies in which the Purchaser has an interest:


 


	 	(a)	all
    of the property and assets of the Purchaser of an insurable nature are insured in amounts representing their full replacement or
    reinstatement value against fire and other risks normally insured against; and
	 	 	 
	 	(b)	the
    Purchaser is adequately insured for such amounts as would be maintained in accordance with prudent business practice in respect of
    all risks, whether in relation to damage to property, personal injury, public liability, product liability, workers’ compensation,
    business interruption insurance or otherwise.


 





Warranty
5 – Information


 


	5.1	The
    Purchaser has disclosed to the Company all information relating to the Purchaser or otherwise in relation to the subject matter of
    this agreement which might, if disclosed, reasonably be expected to affect the decision of a prospective seller to enter into this
    agreement, or the price at which, or the terms on which, a prospective seller might be willing to sell the Shares.
	 	 
	5.2	Each
    statement and all information set out in the schedules to this agreement and in the information provided to the Company and its Representatives
    in relation to the Purchaser is true, complete and accurate and not misleading or deceptive.
	 	 
	5.3	There
    is no fact, matter or circumstance known to the Purchaser which renders any of the information referred to in Warranties 19.1 or
    19.2 misleading or deceptive.
	 	 
	5.4	All
    copies of documents provided by the Purchaser to the Company or its Representatives in relation to the Purchaser are true copies.
	 	 
	5.5	All
    predictions, projections, expectations, opinions and forecasts provided by or on behalf of the Purchaser to the Company or its Representatives
    are:


 


	 	(a)	arrived
    at in good faith after due and careful consideration;
	 	 	 
	 	(b)	bona
    fide operational documents of the Purchaser (and as such were not prepared for the purpose of disclosure to the Company or other
    potential targets of the Purchaser unless expressly indicated otherwise on the face of the document); and
	 	 	 
	 	(c)	reasonable.


 


Warranty
6 – Issuance of Shares


 


	6.1	The
    Consideration Shares, when issued upon the Completion, and the Earn-Out Shares, if and when issued, will each be duly authorized,
    fully-paid and non-assessable shares of the Purchaser’s common stock.


 




    	Page 59



     


    

 





Warranty
7 – Financials


 


	7.1	The
    Purchase’s financial accounts as provided to the Company and Vendors:


 


	 	(a)	show
    a materially accurate view of:


 


	 	(i)	the
    financial position and state of affairs of the Purchaser as at the date to which they have been prepared; and
	 	 	 
	 	(ii)	the
    financial performance of the Purchaser for the period in respect of which they have been prepared;


 


	 	(b)	were
    prepared in accordance with the same accounting policies as were applied in the preparation of the management accounts of the Purchaser
    in the previous 12 months; and
	 	 	 
	 	(c)	are
    not affected by an unusual, abnormal, extraordinary or non–recurring items.
	 	 	 
	 	(d)	There
    is no known or anticipated event which would materially reduce the Purchaser’s financial position within the next 12 months.


 





Warranty
8 – Disclosure


 


	8.1	The
    reports and other filings filed with or furnished to the US Securities and Exchange Commission by the Purchaser do not, and did not
    at the time of their filing or furnishing, include any untrue statements of material fact, nor do they, nor did they at the time
    of their filing or furnishing, omit to state any material fact required to be stated therein necessary to make the statements made,
    in light of the circumstances under which they were made, not misleading.


 




    	Page 60



     


    

 


Schedule
9 – Registration Rights


 


	1.	Definitions
    and Interpretation


 


In
this Schedule 9, expressions defined in the agreement shall bear the same meanings unless the context otherwise requires or unless they
are expressly given different meanings.


 


In
this Schedule 9, unless the context otherwise requires, the following terms shall have the following meanings:


 


	 	Purchaser
    Affiliate	a
person who is deemed to be an affiliate of the Purchaser pursuant to SEC Rule 144;

    

	 	 	 
	 	Damages	any
    loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange
    Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out
    of or is based upon:








 


	 	(a)	any
    untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Purchaser, including
    any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
	 	 	 
	 	(b)	an
    omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements
    therein not misleading; or
	 	 	 
	 	(c)	any
    violation or alleged violation by the indemnifying party (or any of its agents or affiliates) of the Securities Act, the Exchange
    Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities
    law;


 


	 	Excluded
    Registration

    
	(a)	a
    registration relating to the sale or grant of securities to employees of the Purchaser or a subsidiary pursuant to a stock option,
    stock purchase, equity incentive or similar plan;
	 	 	 	 
	 	 	(b)	a
    registration relating to an SEC Rule 145 transaction;
	 	 	 	 
	 	 	(c)	a
    registration on any form that does not include substantially the same information as would be required to be included in a registration
    statement covering the sale of the Registrable Securities; or
	 	 	 	 
	 	 	(d)	a
    registration in which the only Purchaser Common Stock being registered is Purchaser Common Stock issuable upon conversion of debt
    securities that are also being registered;





 


	 	Immediate
    Family Member	a
    child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
    daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein;

    



 




    	Page 61



     


    




 


	 	Registrable
    Securities	Purchaser
    Common Stock then held by a Purchaser Affiliate whether issued in connection with this Agreement or otherwise;
	 	 	 
	 	Relevant
    Holder	any
    holder of Registrable Securities at the Effective Time; 
	 	 	 
	 	SEC
    Rule 144	Rule
    144 promulgated by the SEC under the Securities Act;
	 	 	 
	 	SEC
    Rule 145	Rule
    145 promulgated by the SEC under the Securities Act;
	 	 	 
	 	Selling
    Expenses	all
    underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees
    and disbursements of counsel for any Holder,


 





	2.	Covenants


 


	2.1	Company
    Registration


 


If
the Purchaser proposes to register (including, for this purpose, a registration effected by the Purchaser for stockholders other than
the Relevant Holders) the issuance or sale of any of its Purchaser Common Stock under the Securities Act in connection with the public
offering of such securities solely for cash (other than in an Excluded Registration), the Purchaser shall, at such time, promptly give
each Relevant Holder notice of such registration. Upon the request of each Relevant Holder given within 20 days after such notice is
given by the Purchaser, the Purchaser shall, subject to the provisions of paragraph 2.2,cause to be registered all of the Registrable
Securities that each such Relevant Holder has requested to be included in such registration. The Purchaser shall have the right to terminate
or withdraw any registration initiated by it under this paragraph 2.1 before the effective date of such registration, whether or not
any Relevant Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of
such withdrawn registration shall be borne by the Purchaser in accordance with paragraph 2.5.


 


	2.2	Underwriter
    Cutback


 


In
connection with any offering involving an underwriting of shares of Purchaser Common Stock pursuant to paragraph 2.1, the Purchaser shall
not be required to include any of the Relevant Holders’ Registrable Securities in such underwriting unless the Relevant Holders
accept the terms of the underwriting as agreed upon between the Purchaser and its underwriters, and then only in such quantity as the
underwriters in their sole discretion determine will not jeopardize the success of the offering by the Purchaser. If the total number
of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities
to be sold (other than by the Purchaser) that the underwriters in their reasonable discretion determine is compatible with the success
of the offering, then the Purchaser shall be required to include in the offering only that number of such securities, including Registrable
Securities, which the underwriters and the Purchaser in their reasonable discretion determine will not jeopardize the success of the
offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in
such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Relevant Holders
in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Relevant Holder or in such other
proportions as shall mutually be agreed to by all such selling Relevant Holders. To facilitate the allocation of shares in accordance
with the above provisions, the Purchaser or the underwriters may round the number of shares allocated to any Relevant Holder to the nearest
one 100 shares. For purposes of the provision in this paragraph 2.2 concerning apportionment, for any selling Relevant Holder that is
a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and affiliates
of such Relevant Holder, as applicable, or the estates and Immediate Family Members of any such partners, members, retired partners and
retired members, and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single “selling Relevant
Holder”, and any pro rata reduction with respect to such “selling Relevant Holder” shall be based upon the aggregate
number of Registrable Securities owned by all persons included in such “selling Relevant Holder”, as defined in this sentence.


 




    	Page 62



     


    

 





	2.3	Obligations
    of the Purchaser


 


Whenever
the Purchaser is required under this paragraph 2 to effect the registration of any Registrable Securities, the Purchaser shall, as expeditiously
as reasonably possible


 


	 	(a)	prepare
    and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts
    to cause such registration statement to become effective as promptly as reasonably practicable, and, upon the request of the Relevant
    Holders of a majority of the Registrable Securities then outstanding, keep such registration statement effective for a period of
    up to 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed;
	 	 	 
	 	(b)	prepare
    and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
    such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities
    covered by such registration statement;
	 	 	 
	 	(c)	furnish
    to the selling Relevant Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
    Act, and such other documents as the Relevant Holders may reasonably request in order to facilitate their disposition of their Registrable
    Securities;
	 	 	 
	 	(d)	use
    its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
    securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Relevant Holders; provided, however,
    that the Purchaser shall not be required to qualify to do business or to file a general consent to service of process in any such
    states or jurisdictions, unless the Purchaser is already subject to service in such jurisdiction and except as may be required by
    the Securities Act;
	 	 	 
	 	(e)	in
    the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
    customary form, with the underwriter(s) of such offering;
	 	 	 
	 	(f)	use
    its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed
    on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
    issued by the Purchaser are then listed;
	 	 	 
	 	(g)	provide
    a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for
    all such Registrable Securities, in each case not later than the effective date of such registration;
	 	 	 
	 	(h)	promptly
    make available for inspection by the selling Relevant Holders, any managing underwriter(s) participating in any disposition pursuant
    to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the
    selling Relevant Holders and bound by customary confidentiality obligations, all financial and other records, pertinent corporate
    documents, and properties of the Purchaser, and cause the Purchaser’s officers, directors, employees, and independent accountants
    to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as
    necessary or advisable (as reasonably determined by the Purchaser) to verify the accuracy of the information in such registration
    statement and to conduct appropriate due diligence in connection therewith;


 




    	Page 63



     


    




 


	 	(i)	use
    its commercially reasonable efforts to (i) obtain an opinion from the Purchaser’s counsel and a “cold comfort”
    letter and updates thereof from the independent public accountants who have certified the Purchaser’s financial statements
    (and/or any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary
    form and covering such matters as are customarily covered by such opinions and “cold comfort” letters (including, in
    the case of such “cold comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters
    in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and “cold comfort”
    letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the participating Relevant
    Holders, and (ii) furnish to each participating Relevant Holder upon its request and to each underwriter, if any, a copy of such
    opinion and letter addressed to such underwriter;
	 	 	 
	 	(j)	notify
    each selling Relevant Holder, promptly after the Purchaser receives notice thereof, of the time when such registration statement
    has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed;
	 	 	 
	 	(k)	after
    such registration statement becomes effective, notify each selling Relevant Holder of any request by the SEC that the Purchaser amend
    or supplement such registration statement or prospectus; and
	 	 	 
	 	(l)	use
    its commercially reasonable efforts to prevent the issuance of, or obtain the withdrawal of, any order suspending the effectiveness
    of the registration statement, or the lifting of any suspension of the qualification of any Registrable Securities for sale in any
    jurisdiction, in each case, as promptly as reasonably practicable.


 


	2.4	Furnish
    Information


 


It
shall be a condition precedent to the obligations of the Purchaser to take any action pursuant to this paragraph 2 with respect to the
Registrable Securities of any selling Relevant Holder that such Relevant Holder shall furnish to the Purchaser such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Relevant Holder’s Registrable Securities.


 


	2.5	Expenses
    of Registration


 


All
expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to paragraph 2,
including all registration, filing and qualification fees; printers’ and accounting fees, fees and disbursements of counsel for
the Purchaser shall be borne and paid by the Purchaser. All Selling Expenses relating to Registrable Securities registered pursuant to
this paragraph 2 shall be borne and paid by the Relevant Holders pro rata on the basis of the number of Registrable Securities registered
on their behalf.


 


	2.6	Delay
    of Registration


 


No
Relevant Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this
Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this paragraph.


 




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	2.7	Indemnification


 


If
any Registrable Securities are included in a registration statement under this paragraph 2, then


 


	 	(a)	To
    the fullest extent permitted by law, the Purchaser shall indemnify and hold harmless each selling Relevant Holder, and the partners,
    members, officers, directors and stockholders of each such Relevant Holder, the legal counsel and accountants for each such Relevant
    Holder, each underwriter (as defined in the Securities Act) for each such Relevant Holder, and each person, if any, who controls
    such Relevant Holder or underwriter, in each case against all Damages incurred by any such person, and the Purchaser shall pay to
    each such Relevant Holder, underwriter, controlling person or other aforementioned person, all legal or other expenses reasonably
    incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as and when
    such expenses are incurred; provided, however, that the indemnity agreement contained in this paragraph (a) shall not apply to amounts
    paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Purchaser, which consent
    shall not be unreasonably withheld, conditioned or delayed, and the Purchaser shall not be liable for any Damages to the extent that
    they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished
    by or on behalf of any such Relevant Holder, underwriter, controlling person or other aforementioned person expressly for use in
    connection with such registration.
	 	 	 
	 	(b)	To
    the extent permitted by law, each selling Relevant Holder, severally and not jointly, shall indemnify and hold harmless the Purchaser,
    each of its directors, each of its officers who has signed the registration statement, each person (if any), who controls the Purchaser,
    legal counsel and accountants for the Purchaser, any underwriter (as defined in the Securities Act), any other Relevant Holder selling
    securities in such registration statement, and any controlling person of any such underwriter or other Relevant Holder, against any
    Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon
    and in conformity with written information furnished by or on behalf of such selling Relevant Holder expressly for use in connection
    with such registration; and each such selling Relevant Holder shall pay to the Purchaser and each other aforementioned person any
    legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which
    Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this paragraph (b)
    shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent
    of the Relevant Holder, which consent shall not be unreasonably withheld, conditioned or delayed; and provided further that in no
    event shall the aggregate amounts payable by any Relevant Holder by way of indemnity or contribution under this paragraph (b) and
    paragraph (d) exceed the proceeds from the offering received by such Relevant Holder (net of any Selling Expenses paid by such Relevant
    Holder), except in the case of fraud or wilful misconduct by such Relevant Holder.
	 	 	 
	 	(c)	Promptly
    after receipt by an indemnified party under this paragraph 2.7 of notice of the commencement of any action (including any governmental
    action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof
    is to be made against any indemnifying party under this paragraph 2.7, give the indemnifying party notice of the commencement thereof.
    The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
    jointly with any other indemnifying party to which notice has been given, and to assume the defence thereof with counsel mutually
    satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be
    represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be
    paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would
    be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by
    such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of
    any such action shall relieve such indemnifying party of any liability to the indemnified party under this paragraph 2.7 only to
    the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give
    notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party except as expressly
    set out in this paragraph 2.7.


 




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	 	(d)	To
    provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party
    otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this paragraph 2.7 but it is judicially
    determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
    or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that
    this paragraph 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the
    part of any party hereto for which indemnification is provided under this paragraph 2.7, then, and in any such case, such parties
    will contribute to the aggregate losses, claims, damages, liabilities or expenses to which they may be subject (after contribution
    from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified
    party in connection with the statements, omissions or other actions or inactions that resulted in such loss, claim, damage, liability
    or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of
    the indemnified party shall be determined by reference to, without limitation, whether the untrue or allegedly untrue statement of
    a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party
    or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
    prevent such statement or omission; provided, however, that:


 


	 	(i)	in
    any such case, (A) no Relevant Holder will be required to contribute any amount in excess of the public offering price of all such
    Registrable Securities offered and sold by such Relevant Holder pursuant to such registration statement, and (B) no person guilty
    of fraudulent misrepresentation (within the meaning of paragraph 11(f) of the Securities Act) will be entitled to contribution from
    any person that was not guilty of such fraudulent misrepresentation; and
	 	 	 
	 	(ii)	in
    no event shall a Relevant Holder’s liability pursuant to this paragraph (d), when combined with the amounts paid or payable
    by such Relevant Holder pursuant to paragraph (d) exceed the proceeds from the offering received by such Relevant Holder (net of
    any Selling Expenses paid by such Relevant Holder), except in the case of fraud or wilful misconduct by such Relevant Holder.


 


	 	(e)	Unless
    otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
    of the Purchaser and Relevant Holders under this paragraph 2.7 shall survive the completion of any offering of Registrable Securities
    in a registration under this paragraph 2, and otherwise shall survive the termination of this Agreement or any provisions of this
    Agreement.


 


	2.8	Limitation
    on Sale or Distributions of Other Securities


 


Each
Relevant Holder agrees, to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant
to a registration or offering effected pursuant to paragraph 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant
to Rule 144 under the Securities Act, any Purchaser Common Stock during the time period reasonably requested by the managing underwriter,
not to exceed 180 days or such shorter period as the managing underwriter shall agree to; provided, however, that (i) such shorter period
shall apply to all Relevant Holders who are subject to such period and (ii) if a managing underwriter of an offering releases any Relevant
Holder of its obligations under this paragraph 2.8, all other Relevant Holders shall be concurrently released from their obligations
under this paragraph 2.8, on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time.


 


	2.9	Termination
    of Registration Rights


 


The
right of any Relevant Holder to request registration or inclusion of Registrable Securities in any registration pursuant to paragraph
2.1 shall terminate at such time as SEC Rule 144 or another similar exemption from registration under the Securities Act is available
for the sale of all of such Relevant Holder’s shares without regard to volume or manner of sale limitations during a three-month
period without registration.


 




    	Page 66



     


    

 





	3.	Miscellaneous


 


	3.1	Amendments
    and Waivers


 


Any
term of this Schedule may be amended, modified or terminated and the observance of any term of this Schedule may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only by the unanimous consent of the Board of Directors of the
Purchaser; provided, however, that any provision hereof may be waived by any waiving party on such party’s own behalf, without
the consent of any other party. The Purchaser shall give prompt notice of any amendment, modification or termination hereof or waiver
hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment,
modification, termination or waiver effected in accordance with this paragraph 3.1 shall be binding on all Relevant Holders, regardless
of whether any such Relevant Holder has consented thereto. No waivers of or exceptions to any term, condition or provision of this Schedule,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition or provision.


 


	3.2	Severability


 


In
case any one or more of the provisions contained in this Schedule is for any reason held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Schedule, and such invalid, illegal,
or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted
by Applicable Law.


 


	3.3	Condition
    Precedent


 


As
a condition precedent to the exercise of any of its rights under this Schedule each Relevant Holder agrees to execute such agreements
as may be reasonably requested by the Purchaser or the underwriters in connection with a registration that are consistent with or that
are otherwise necessary to give effect to the terms of this Schedule. Any discretionary waiver or termination of the restrictions of
any or all of such agreements by the Purchaser or the underwriters shall apply to all Relevant Holders subject to such agreements pro
rata based on the number of shares of Purchaser Common Stock subject to such agreements.


 




    	Page 67



     


    

 


	Signing
    page	 
	 	 
	EXECUTED
    as an agreement.	 
	 	 
	Executed
    by Slinger Bag Inc., through its authorised signatory Mike Ballardie in his capacity as director 	 
	 	 
	Signature
    of director	 
	 	 
	Mike
    Ballardie	 
	 	 
	Name
    of director (print)	 
	 	 
	Executed
    by Jalaluddin Shaik and Divyaa Jalal as
    trustees for the Jalaluddin Shaik Family Trust
    in accordance with Section 127 of the Corporations
    Act 2001	 


 





	 	 	 
	Signature
    of Jalaluddin Shaik	 	Signature
    of Divyaa Jalal
	 	 	 
	Jalaluddin
    Shaik	 	Divyaa
    Jalal
	Name
    of trustee (print)	 	Name
    of trustee (print)


 


	Executed
    by Cooper Sydney Pty Ltd ACN 001 630
    600 in accordance with Section 127 of the Corporations
    Act 2001	 


 


	Signature
    of sole director	 
	 	 
	Pete
                                            Cooper

	 
	Name
    of director (print)	 


 




    	Page 68



     


    

 





	Signed
    by James Melvin Priyarajan	 
	 	 
	Signature
    of James Melvin Priyarajan	 
	 	 
	Executed
    by Stadia Growth Fund, LLC, through its authorised signatory in
    their capacity as director	 
	 	 
	 	 
	Signature
    of director	 
	 	 
	 	 
	Name
    of director (print)	 
	 	 
	Executed
    by Blackbird GP2 Pty Ltd (ACN 605 783 364) as the general partner of the general partner of Blackbird Ventures 2015, LP (Registration
    Number ILP0000141), in accordance with Section 127 of the Corporations Act 2001	 


 


	 	 	 
	Signature
    of director	 	Signature
    of director
	 	 	 
	 	 	 
	Name
    of director (print)	 	Name
    of director (print)


 




    	Page 69



     


    




 


	Executed
    by Startmate Blue Moon Pty Ltd ACN 618 180 653 as trustee for the Startmate Blue Moon Trust in accordance with Section
    127 of the Corporations Act 2001	 


 


	 	 	 
	Signature
    of director	 	Signature
    of director
	 	 	 
	 	 	 
	Name
    of director (print)	 	Name
    of director (print)


 


	Executed
    by Picko Pty. Limited ACN 099 120 573 as trustee for the CP Family Trust ABN 19 818 186 299 in accordance
    with Section 127 of the Corporations
    Act 2001	 


 


	 	 
	Signature
    of sole director	 
	 	 
	 	 
	Name
    of director (print)	 


 


	Executed
    by Daniel Pryor & Associates Pty Limited ACN 095 397 701 as trustee for the Pryor
    Family Trust ABN 86 820 169 847 in accordance with Section 127 of the Corporations Act 2001	 


 


	 	 
	Signature
    of sole director	 
	 	 
	 	 
	Name
    of director (print)	 


 




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	Executed
    by Mishki Pty Ltd ACN 147 751 022 as trustee for the Bhandari Family Super Fund ABN 23 065 189 220 in accordance with
    Section 127 of the Corporations Act 2001	 
	 	 
	 	 
	Signature
    of sole director	 
	 	 
	 	 
	Name
    of director (print)	 
	 	 
	Executed
    by Silk St Pty Ltd ACN 617 150 240 as trustee for the Silk St Family Trust in accordance with Section 127 of the Corporations
    Act 2001	 


 


	 	 	 
	Signature
    of director	 	Signature
    of director / company secretary (Please delete as applicable)
	 	 	 
	 	 	 
	Name
    of director (print)	 	Name
    of director (print)


 


	Executed
    by Sellsword Investments Pty Limited ACN 611 789 603 as trustee for the Weller Family Trust in accordance with Section
    127 of the Corporations Act 2001	 


 


	 	 
	Signature
    of sole director	 
	 	 
	 	 
	Name
    of director (print)	 


 




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	Signed
    by Philip Justin Herald	 
	 	 
	 	 
	Signature
    of Philip Justin Herald	 
	 	 
	Executed
    by SmartsSports LLC, through its authorised signatory in
    their capacity as director	 
		 
	 	 
	Signature
    of director	 
	 	 
	 	 
	Name
    of director (print)	 
	 	 
	Signed
    by Thomas Triggs	 
	 	 
	 	 
	Signature
    of Thomas Triggs	 
	 	 
	Signed
    by Todd Stockard	 
	 	 
	 	 
	Signature
    of Todd Stockard	 
	 	 
	Signed
    by David Nelson	 
	 	 
	 	 
	Signature
    of David Nelson	 


 




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	Executed
    by Fireside Ventures LLC, through its authorised signatory in
    their capacity as director	 
	 	 
	 	 
	Signature
    of director	 
	 	 
	 	 
	Name
    of director (print)	 
	 	 
	Signed
    by Jeffrey Ravetz	 
	 	 
	 	 
	Signature
    of Jeffrey Ravetz	 
	 	 
	Executed
    by Steve Oosterhof and Julia Lindblad as trustees of the Oosterhof and Lindblad Family Trust	 


 


	 	 	 
	Signature
    of Steve Oosterhof	 	Signature
    of Julia Lindblad
	 	 	 
	Steve
    Oosterhof	 	Julia
    Lindblad
	Name
    of trustee (print)	 	Name
    of trustee (print)


 




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	Executed
    by Imprint Capital Partners Ltd, through its authorised signatory in
    their capacity as director	 
	 	 
	 	 
	Signature
    of director	 
	 	 
	 	 
	Name
    of director (print)	 
	 	 
	Signed
    by Tawfiq Altai	 
	 	 
	 	 
	Signature
    of Tawfiq Altai	 
	 	 
	Signed
    by Salome Mary Rapson	 
	 	 
	 	 
	Signature
    of Salome Mary Rapson	 
	 	 
	Signed
    by Rodney Rapson	 
	 	 
	Signature
    of Rodney Rapson	 


 




    	Page 74