EXCHANGE ON THE TRADING DAY
IMMEDIATELY PRIOR TO COMPLETION OF THE SALE.
IF ANY SHARES THAT ARE OFFERED AS
CONSIDERATION UNDER THE SALE ARE NOT QUOTED ON A RECOGNISED STOCK EXCHANGE, THEN
CHANNELL SHALL, ACTING REASONABLY AND IN GOOD FAITH, DETERMINE THE VALUE OF
THOSE SHARES.
11.
New Shareholders
11.1
Deed of Adherence
Shares in the capital of the Company must not be issued or transferred to a New
Shareholder unless:
(A)
AT THE TIME OF OR PRIOR
TO ANY ALLOTMENT OR TRANSFER THE NEW SHAREHOLDER ENTERS INTO A DEED OF ADHERENCE
IN THE FORM SET OUT IN ANNEXURE 4; AND
(B)
IF THE NEW SHAREHOLDER IS
TO BE BOUND BY THIS AGREEMENT IN THE CAPACITY OF AN INVESTOR, THE INVESTORS HAVE
APPROVED IN WRITING THE NEW SHAREHOLDER BEING TREATED AS AN INVESTOR UNDER THIS
AGREEMENT.
11.2
Assignment
(A)
AN INVESTOR MAY ASSIGN
THE BENEFIT OF THIS AGREEMENT (INCLUDING THE BENEFIT OF THE WARRANTIES AND THE
COVENANTS GIVEN TO THE INVESTOR) TO A PERSON TO WHOM IT TRANSFERS SHARES IN
ACCORDANCE WITH THIS AGREEMENT AND THE CONSTITUTION.
(B)
SUBJECT TO CLAUSE 11.2(A),
NO PARTY MAY ASSIGN OR IN ANY OTHER WAY DISPOSE OF ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD.
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12.
Fees and costs
12.1
Capital raising fee
Within 10 days of Completion or, to the extent that any payment requires the
approval of the Company's shareholders, after the expiry of the period described
in section 260B(6) of the Act, the Company must pay to ANZ (or as ANZ directs) a
capital raising fee of $300,000.
12.2
Investors' costs
On Completion or, to the extent that any payment requires the approval of the
Company's shareholders, after the expiry of the period described in section
260B(6) of the Act, the Company must pay the reasonable costs and expenses of
the Investors in connection with the negotiation, preparation, execution and
completion of this Agreement, the Acquisition Agreement and the Financing
Documents and all documents referred to in them up to a maximum amount of
$60,000.
13.
Duration
13.1
Termination
(A)
THIS AGREEMENT WILL
TERMINATE:
(I)
IN RESPECT OF ALL
PARTIES, ON A SALE OR LISTING;
(II)
WITH RESPECT TO A
MEMBER, UPON THAT MEMBER CEASING TO BE A SHAREHOLDER IN THE COMPANY (EXCEPT FOR
CLAUSES 1, 5, 14, 16 AND 17);
(III)
WHEN ALL THE PARTIES SO
AGREE IN WRITING.
(B)
IF EITHER INVESTOR
MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO REMEDY THE BREACH WITHIN 1 MONTH
OF BEING GIVEN WRITTEN NOTICE BY THE OTHER INVESTOR TO DO SO, THE INVESTOR NOT
IN BREACH MAY PURCHASE ALL OF THE SHARES HELD BY THE OTHER INVESTOR (AND/OR ALL
SHARES HELD BY A PERMITTED TRANSFEREE OF THAT INVESTOR UNDER CLAUSE 8.2) AT A
PRICE PER SHARE CALCULATED IN ACCORDANCE WITH THE FOLLOWING FORMULA:
95%
X
A
B
WHERE:
A = THE FAIR MARKET VALUE; AND
B = THE TOTAL NUMBER OF SHARES.
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