Common use of Bidder’s obligations Clause in Contracts

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide to Pushpay, for inclusion in the Scheme Booklet information: (i) about the Bidder Group; and (ii) equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement; (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder); (c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from Pushpay, review and provide comments on that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears; (f) notify Pushpay if the Bidder becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part of the Bidder Information is misleading or deceptive in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4.1(i); (g) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders (it being understood, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the Initial Orders and Final Orders); and (h) before a draft of the Scheme Booklet is lodged with the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omission.

Bidder’s obligations. Without limiting clause 2Bidder must take all steps reasonably necessary to assist Xxxxxxx to implement the Scheme and the Option Scheme as soon as is reasonably practicable and so as to complete the Transaction substantially in accordance with the Timetable (unless otherwise agreed by the parties acting reasonably and in good faith), the and in particular Bidder must: (a) prepare and (draft of the Bidder Information) provide to Pushpay, for inclusion in the Scheme Booklet information: (i) about Xxxxxxx a draft of the Bidder Group; and (ii) equivalent Information as soon as reasonably practicable after the date of this agreement and consult with Xxxxxxx in relation to the information that would meet content of drafts of the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act Bidder Information and (acting reasonably and in good faith) take into account any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain comments from the Takeovers Panel a Letter of Intention Xxxxxxx and a No-objection Statementits Representatives on those drafts; (b) (final form of Bidder Information) provide Pushpay with successive drafts of to Xxxxxxx the information referred to in clause 4.2(a) Bidder Information in a timely manner, to provide a reasonable opportunity form appropriate for Pushpay to review those drafts and consider inclusion in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder)Explanatory Memorandum; (c) (review Explanatory Memorandum) review the drafts of the Explanatory Memorandum provided by Xxxxxxx and provide comments on those drafts promptly and in good faith; (d) (Due diligence and verification) undertake appropriate due diligence and verification processes in relation to the Bidder Information, and provide to Xxxxxxx all evidence of such processes as may be reasonably requested; (e) (Independent Expert) subject to the Independent Expert entering into arrangements with Bidder as to confidentiality in a form reasonably acceptable to Bidder, promptly provide all assistance and information reasonably requested by the Independent Adviser Expert to enable it to prepare the Independent Adviser’s Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from Pushpay, review and provide comments on that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the its report for inclusion of the Bidder Information in the Scheme Booklet in the form and context it appearsExplanatory Memorandum; (f) notify Pushpay if (Approval of Bidder Information) as soon as reasonably practicable after receipt from Xxxxxxx of the Bidder becomes aware at any time draft of the Explanatory Memorandum that Xxxxxxx proposes to dispatch to Xxxxxxx Shareholders and Xxxxxxx Optionholders, either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included confirm in writing to Xxxxxxx that the Bidder Information under (other than to the extent it consists of information relating to Xxxxxxx that was provided by or on behalf of Xxxxxxx) in the form and context in which it appears in the draft of the Explanatory Memorandum is in all material respects, not misleading or deceptive in any applicable law, material respect and does not contain any material omission and is in a form appropriate for dispatch to the Schemes Guidance Note or any Takeovers Panel requirement in connection with Xxxxxxx Shareholders and Xxxxxxx Optionholders (subject to the Letter approval of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(gCourt); or (ii) provide to Xxxxxxx the changes required to ensure that any part of the Bidder Information (other than to the extent it consists of information relating to Xxxxxxx that was provided by or on behalf of Xxxxxxx) in the form and context in which it appears in the Explanatory Memorandum is not misleading or deceptive in any material respect and does not contain any material omission and is in a material respect, including by omission, form appropriate for dispatch to the Xxxxxxx Shareholders and if Xxxxxxx Optionholders (subject to the Bidder provides such notification, Pushpay will comply with clause 4.1(iapproval of the Court); (g) (Keep Xxxxxxx informed) promptly inform Xxxxxxx if it becomes aware from the First Court Date until the Implementation Date that the Bidder Information (other than to the extent that it consists of information relating to Xxxxxxx that was provided by or on behalf of Xxxxxxx) in the form and context in which it appears in the Explanatory Memorandum contains a material misrepresentation, is or has become misleading or deceptive in any material respect or contains any material omission, and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any material respect or contains any material omission; (h) (Deed Poll) no later than the Business Day prior to the First Court Date, enter into the Deed Poll and the Option Scheme Deed Poll and deliver the executed versions to Xxxxxxx; (i) (Second Court Hearing) procure that it is represented by counsel at the Court hearings hearing convened for the purposes of considering section 411(4)(b) of the Initial Orders Corporations Act, at which, through its counsel, Bidder will undertake (if requested by the Court) to do all such things and take all such steps within its power as may be reasonably necessary in order to ensure the fulfilment of its obligations under this agreement and the Final Orders Scheme and Option Scheme; (it being understoodj) (Certificate) at or before the hearing on the Second Court Date, for the avoidance of doubt, that Xxxxxxx will prepare provide to the Court documentation for a certificate (or such other evidence as the Initial Orders Court may request) confirming (in respect of matters within its knowledge) whether or not the conditions (set out in clauses 2.1(a) and Final Orders)2.1(b) of the Scheme and of the Option Scheme (respectively) have been satisfied. Bidder must provide a draft of that certificate to Xxxxxxx by 5:00 pm on the Business Day prior to the Second Court Date; (k) (Implementation of Scheme) if the Scheme becomes Effective, procure that Bidder Subsidiary provides the Aggregate Scheme Consideration on the Implementation Date in accordance with clause 5.1(b) and the terms of the Scheme; (l) (Implementation of Option Scheme) if the Option Scheme becomes Effective, procure that Bidder Subsidiary provides the Aggregate Option Scheme Consideration on the Implementation Date in accordance with clause 5.2(b) and the terms of the Option Scheme; and (hm) before a draft of (Other things necessary) promptly do all other things reasonably within its power to lawfully give effect to the Scheme Booklet is lodged with and the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omissionOption Scheme.

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide give to Pushpay, Target for inclusion in the Scheme Booklet informationBooklet: (i) information about the Bidder Group; (ii) confirmation that Bidder will have sufficient funds in place to fund the Consideration; and (iiiii) information equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under to be included in Scheme Booklet by the Schemes Guidance NoteCompanies Act, the Companies Act Takeovers Panel, the NZX Listing Rules, the ASX Listing Rules and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statementregulations; (b) provide Pushpay with successive give Target drafts of the information referred to in clause 4.2(a) in a timely manner, to provide give Target a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay Target and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder)information; (c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s 's Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from PushpayTarget, review and provide comments on that draft; (e) subject to clause 4.3, before Pushpay Target provides the Scheme Booklet to the Takeovers Panel and NZX in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay Target written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears; (f) notify Pushpay advise Target if the Bidder becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part of the Bidder Information is misleading or deceptive in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4.1(i); (g) if requested by Target, procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders Orders, at which through its counsel, Bidder will undertake (it being understood, for if requested by the Court) to do all such things and take all such steps within its power as are necessary in order to ensure the fulfilment of its obligations under this agreement and the Scheme. For the avoidance of doubt, that Xxxxxxx Target will prepare the Court documentation for the Initial Orders and Final Orders)Orders and Bidder’s Counsel will only prepare submissions to the Court, if required, in support of Target’s application; and (h) before a draft of the Scheme Booklet is lodged with the Takeovers PanelPanel and NZX, and again before the Scheme Booklet is sent despatched to Shareholders, confirm to Pushpay Target the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omission.

Bidder’s obligations. Without limiting clause 2Bidder (or if applicable, Bidder Nominee) must use its best endeavours to assist Target to implement the Scheme as soon as is reasonably practicable after the date of this agreement in accordance with the Timetable and, in particular, Bidder must: (a) prepare and (Draft of Bidder Information) provide to Pushpay, Target a draft of the Bidder Information as soon as reasonably practicable after the date of this agreement and consult with Target in relation to the content of drafts of the Bidder Information and (acting reasonably and in good faith) take into account any comments from Target and its Representatives on those drafts; (b) (Final form of Bidder Information) provide to Target the Bidder Information in a form appropriate for inclusion in the Scheme Booklet information: (i) about the Bidder Group; and (ii) equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement; (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder)Booklet; (c) (Review Scheme Booklet) review the drafts of the Scheme Booklet provided by Target and provide comments on those drafts promptly and in good faith; (d) (Independent Expert) promptly provide all assistance and information reasonably requested by the Independent Adviser Expert to enable it to prepare its report for inclusion in the Independent Adviser’s ReportScheme Booklet; (de) (Due diligence and verification) undertake appropriate due diligence and verification processes in relation to the Bidder Information and provide to Target all evidence of such processes as may be reasonably requested; (f) (Approval of Bidder Information) as soon as reasonably practicable after receipt from Target of any the draft of the Scheme Booklet from Pushpaythat Target proposes to dispatch to Target Shareholders, review and provide comments on confirm in writing to Target that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in (other than to the Scheme Booklet extent it consists of information relating to Target that was provided by or on behalf of Target) in the form and context in which it appears; (f) notify Pushpay if appears in the Bidder becomes aware at any time either: (i) draft of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part of the Bidder Information is not misleading or deceptive in any material respect and does not contain any material omission and is in a material respect, including by omission, and if form appropriate for dispatch to Target Shareholders (subject to the Bidder provides such notification, Pushpay will comply with clause 4.1(iapproval of the Court); (g) (Keep Target informed) promptly inform Target if it becomes aware after the despatch of the Scheme Booklet that the Bidder Information in the form and context in which it appears in the Scheme Booklet is or has become misleading or deceptive in any material respect or contains any material omission, and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any material respect or contains any material omission; (h) (Deed Poll) by the Business Day prior to the First Court Date, enter into the Deed Poll and deliver the executed Deed Poll to Target; (i) (Representation) procure that that, if requested by Target, it is represented by counsel at the Court hearings convened for the purposes of considering section 411(4)(b) of the Initial Orders Corporations Act, at which, through its counsel and if requested by the Court, Bidder will undertake to do all such things and take all such steps within its power as may be reasonably necessary in order to ensure the fulfilment of its obligations under this agreement and the Final Orders Scheme; (it being understoodj) (Certificate) at the hearing on the Second Court Date, for the avoidance of doubt, that Xxxxxxx will prepare provide to the Court documentation for a certificate confirming (in respect of matters within its knowledge) whether or not the Initial Orders Conditions (other than the Condition in clause 3.1(b)) have been satisfied or waived in accordance with this agreement and Final Orders)provide a draft of that certificate to Target by 5:00 pm on the Business Day immediately prior to the Second Court Date; (k) (Scheme Consideration) if the Scheme becomes Effective, provide, or procure the provision of, the Scheme Consideration on the Implementation Date in accordance with clause 5 and the terms of the Scheme and Deed Poll; (l) (Promote merits of Transaction) participate in efforts reasonably requested by Target to promote the merits of the Transaction and the Scheme Consideration, including meeting with key Target Shareholders at the reasonable request of Target; (m) (CGT declarations) not, despite anything else in this agreement, require any Scheme Shareholder to provide any warranty, representation or declaration under section 14-225 of Schedule 1 to the TAA; and (hn) before a draft (Other things necessary) promptly do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Scheme Booklet is lodged with Court approving the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omissionScheme.

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide on the date of this Agreement, deliver to Pushpay, for inclusion in the Scheme Booklet information: (i) about the Bidder GroupDebt Commitment Letter and Debt Fee Letter executed by all parties to those letters; and (ii) equivalent the Equity Commitment Letters executed by all parties to those letters; (aa) on the information that would meet Restatement Date, deliver to Pushpay: (i) an amended and restated version of the requirements of Schedule 1 Equity Commitment Letters executed by all parties to those documents; and (ii) the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection StatementUnderlying Controller Restatement Date Notice; (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 10 Business Days after the date on which of this Agreement, deliver to Pushpay: (i) the initial draft of the Scheme Booklet is provided Deed Poll executed by Xxxxxxx to the Bidder); and (ii) the Voting Deed Poll executed by all parties to that document; (bb) by 5.00pm on the date which is five Business Days after the Restatement Date, deliver to Pushpay the New Voting Deed Polls executed by all parties to each of those documents; (c) provide all assistance and information reasonably requested deliver to Pushpay a copy of the Escrow Agreement executed by the Independent Adviser to enable it to prepare Bidder before the Independent Adviser’s Reportapplication for Final Orders is filed with the Court; (d) as soon as practicable after receipt of any draft of if the Scheme Booklet from Pushpay, review and provide comments on that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears; (f) notify Pushpay if the Bidder becomes aware at any time eitherEffective: (i) subject to all of new information whichthe Conditions being satisfied or, had it been known at to the time the Scheme Booklet was preparedextent capable of waiver, should have been included waived, provide an “Unconditional Notice” (as defined in the Bidder Information Escrow Agreement) to the Escrow Agent under clause 10 of the Escrow Agreement, promptly after 8.00am, and in any applicable lawevent before 9.00am, on the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); orImplementation Date; (ii) that any part accept a transfer of the Bidder Information is misleading Scheme Shares; and (iii) provide, or deceptive procure the provision of, the Consideration in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply accordance with clause 4.1(i);2.4, the Deed Poll and the Scheme Plan on or before the Implementation Date; and (ge) procure that do all other things contemplated of it is represented under the Scheme for the implementation of the Scheme and the Transaction and all other things (if any) within its power as may be reasonably necessary for the implementation of the Scheme and the Transaction in accordance with the Scheme Plan and the Final Orders.; and (f) provide any information reasonably requested by counsel at the Court hearings convened Pushpay for the purposes of considering preparing the Initial Orders Underlying Controller Voting Confirmation Notice and the Final Orders (it being understood, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the Initial Orders and Final Orders); and (h) before a draft of the Scheme Booklet is lodged with the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omissionSpecified Shares Notice.

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide to Pushpaythe Target, for inclusion in the Scheme Booklet Booklet: (i) information: (iA) about the Bidder Group; and (iiB) equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay the Target to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement; (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder); (c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from Pushpay, review and provide comments on that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears; (f) notify Pushpay if the Bidder becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); orand (ii) that any part of without limiting sub-clause (i), information: (A) concerning the Bidder Information is misleading or deceptive Group’s financing, risks, business, dealings in a material respect, including by omission, Shares and if the New Bidder provides such notification, Pushpay will comply with clause 4.1(i)Shares; (gB) procure that it is represented by counsel at regarding the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders Merged Group (it being understoodincluding pro forma capital structure, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the Initial Orders and Final Orderspro forma financial information); and (hC) before a draft of relating to the Scrip Consideration, that the Bidder, acting reasonably and in good faith and in consultation with the Target, determines is appropriate to include in the Scheme Booklet is lodged with as a result of the Takeovers PanelScrip Consideration forming part of the Consideration, and again before on the understanding that the Target will rely (including as contemplated by clause 4.6) on the Bidder Information for the purposes of preparing the Scheme Booklet is sent to Shareholdersand proposing and implementing the Scheme. If the Target, confirm to Pushpay acting reasonably and in good faith, notifies the accuracy and completeness of Bidder that the Target considers that the Bidder Information in is insufficient to ensure that Shareholders are able to make an appropriately informed voting decision on the Scheme BookletResolution, including the following provisions will apply: (D) the parties will consult, in good faith and acting reasonably, to resolve that it does concern and, pending agreement between the parties in writing or resolution in accordance with sub-clause (E), the Target is not contain required to take any material statement that is false action contemplated by clause 4.1(f), 4.1(h) or misleading 4.1(i); and (E) if after the parties have consulted in good faith and acting reasonably in accordance with sub-clause (D) and are unable to reach agreement on the relevant matter within a material respect including because of any omission.reasonable period, then the following will apply:

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide to Pushpay, for inclusion in the Scheme Booklet information: (i) about the Bidder Group; and (ii) equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement; (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder); (c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from Pushpay, review and provide comments on that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears; (f) notify Pushpay if the Bidder becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part of the Bidder Information is misleading or deceptive in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4.1(i);, (g) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders (it being understood, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the Initial Orders and Final Orders); and (h) before a draft of the Scheme Booklet is lodged with the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omission.

Bidder’s obligations. Without limiting clause 2Bidder must execute all documents and do all acts within its power as may be necessary for the implementation of the Scheme on a basis consistent with this document, in accordance with the Timetable, and in particular Bidder must: (a) (Bidder Information): (i) prepare and provide to Pushpay, Target the Bidder Information for the purposes of any Regulatory Approvals and for inclusion in the Scheme Booklet information:as soon as is reasonably practicable, and consult with Target in relation to the content of the Bidder Information; (iii) about ensure that the Bidder GroupInformation is not misleading or deceptive in any material respect (whether by omission or otherwise); and (iiiii) equivalent provide to Target all such further or new information which may arise after the information Scheme Booklet has been despatched until the date of the Scheme Meeting which is necessary to ensure that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and Bidder Information is not misleading or deceptive in any other applicable laws material respect (whether by omission or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statementotherwise); (b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder); (cIndependent Expert) provide all assistance and information reasonably requested by the Independent Adviser Expert (and any other specialist expert required) in connection with the preparation of all necessary report(s) for the purposes of the Scheme Booklet; (c) (assistance) provide any assistance or information reasonably requested by Target in connection with the preparation of the Scheme Booklet and any other document to enable it be sent to prepare Target Shareholders in order to facilitate satisfaction of the Independent Adviser’s ReportCondition Precedent in clause 3.1(q); (d) (approval of draft for ASIC) as soon as practicable after receipt the preparation of any an advanced draft of the Scheme Booklet from Pushpaysuitable for review by ASIC, review and provide comments on procure that draft; (e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from a meeting of the Bidder Board (or a duly appointed committee of the Bidder Board) is convened to the inclusion of approve the Bidder Information in the Scheme Booklet as being in the a form and context it appearsappropriate for provision to ASIC for review; (fe) notify Pushpay if the Bidder becomes aware at any time either: (iapproval of Scheme Booklet) of new information which, had it been known as soon as practicable at the time conclusion of the review by ASIC of the Scheme Booklet was preparedBooklet, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) procure that any part a meeting of the Bidder Information is misleading Board (or deceptive in a material respect, including by omission, and if duly appointed committee of the Bidder provides such notification, Pushpay will comply with clause 4.1(i); (gBoard) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders (it being understood, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the Initial Orders and Final Orders); and (h) before a draft of the Scheme Booklet is lodged with the Takeovers Panel, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay the accuracy and completeness of approve the Bidder Information in the Scheme Booklet; (f) (legal representation) procure that Bidder is represented by counsel at the First Court Date and Second Court Date, including at which, through its counsel, Bidder will undertake (if requested by the Court) to do all such things and take all such steps within its power as may be necessary in order to ensure the fulfilment of its obligations under the Scheme, and, to the extent that it does not contain any material statement leave of the Court is required for Bidder to be represented at those Court hearings, apply for that leave; (g) (Deed Poll) prior to the First Court Date, execute the Deed Poll; (h) (Scheme Consideration) if the Scheme becomes Effective, Bidder pays the Scheme Consideration on the Implementation Date in accordance with the Deed Poll and clause 4.2 of this document; and (i) (compliance with laws) do everything reasonably within its power to ensure that the Transaction is false or misleading effected in accordance with all laws and regulations applicable in relation to the Transaction. Bidder will be taken to have fulfilled, in a material respect including because of any omissiontimely manner, its obligations under this clause 5.4 if such obligations are completed by the time scheduled for such event as set out in the Timetable.

Bidder’s obligations. Without limiting clause 2, the Bidder must: (a) prepare and provide to Pushpayon the date of this Agreement, for inclusion in the Scheme Booklet information: (i) about the Bidder Group; and (ii) equivalent deliver to the information that would meet Target the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required Deed Poll executed by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection StatementBidder; (b) provide Pushpay prior to providing the second confirmation contemplated by clause 4.3(i) appoint, for brokerage which is reasonable, a person which is an NZX Trading and Advising Participant as the Sale Agent on terms as are necessary to ensure compliance with successive drafts the Scheme Plan and any waiver granted by NZ RegCo to the Bidder in respect of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder)Ineligible Overseas Shareholders; (c) immediately prior to the Target sending the Scheme Booklet to Scheme Shareholders and NZX under clauses 5.1(e) and 5.1(f), provide a notice to NZX that complies in all assistance and information reasonably requested by respects with clause 20 of schedule 8 of the Independent Adviser to enable it to prepare the Independent Adviser’s ReportFMCR (“Cleansing Notice”); (d) as soon as practicable after receipt comply with clause 21 of any draft schedule 8 of the Scheme Booklet from Pushpay, review and provide comments on FMCR if the Bidder becomes aware that draftthe Cleansing Notice is “defective” (as that term is defined in clause 21(3) of schedule 8 of the FMCR); (e) before Pushpay provides in respect of each Scheme Shareholder who does not have a New Zealand address on the Register but who is not an Ineligible Overseas Shareholder, do all things necessary to ensure that the Scrip Consideration may be offered and issued to that Scheme Booklet to Shareholder in compliance with the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion applicable laws of the Bidder Information in the Scheme Booklet in the form and context it appearsthat jurisdiction; (f) notify Pushpay if do all things reasonably necessary to obtain the Bidder becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part quotation of the New Bidder Information is misleading Shares on the NZX and ASX, with effect from the open of trading on the first Business Day after the Implementation Date (or deceptive in a material respectsuch later date as NZX or ASX may require, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4.1(ias applicable); (g) procure where the Target or its Representatives provides any document, communication or other information to the Bidder or its Representatives for review or comment under or in connection with this Agreement, promptly undertake that review in good faith and promptly respond to the Target; (h) promptly after being requested to do so by the Target (and, in any event, before the Target files the application for Final Orders with the Court) and subject to the Scheme Resolution having been passed at the Scheme Meeting, deliver to the Target a copy of the Escrow Agreement executed by the Bidder; (i) pay, so that it is represented received in cleared and immediately available funds by counsel at no later than the Court hearings convened for Escrow Payment Date, the purposes aggregate amount of considering the Initial Orders Cash Consideration payable to Scheme Shareholders to a New Zealand dollar denominated trust account operated by Computershare, in accordance with the Scheme Plan, the Deed Poll and the Final Orders Escrow Agreement; (it being understoodj) if the Scheme becomes Effective: (i) provide an “Unconditional Notice” (as defined in the Escrow Agreement) to Computershare (as escrow agent) under the Escrow Agreement, for promptly after 8.00am and, in any event, before 9.00am on the avoidance Implementation Date; (ii) on the Implementation Date: (A) accept a transfer of doubtthe Scheme Shares; (B) pay, that Xxxxxxx will prepare or procure the Court documentation for payment of, the Initial Orders Cash Consideration to each Scheme Shareholder in accordance with clause 2.3, the Scheme Plan and Final Orders)the Deed Poll; and (hC) before a draft issue the Scrip Consideration to each Scheme Shareholder in accordance with clause 2.3, the Scheme Plan and the Deed Poll; and (iii) do all other things contemplated of it under the Scheme for the implementation of the Scheme Booklet is lodged and the Transaction in accordance with the Takeovers Panelthis Agreement, and again before the Scheme Booklet is sent to Shareholders, confirm to Pushpay Plan and the accuracy and completeness of the Bidder Information in the Scheme Booklet, including that it does not contain any material statement that is false or misleading in a material respect including because of any omissionFinal Orders.