Common use of Conditional Option Clause in Contracts

Conditional Option. (i) The Company hereby grants to the Investor: (A) 11 conditional options (each, an “Approved Conditional Option” and collectively, the “Approved Conditional Options”), each to subscribe for or purchase 5,000,000 shares of the Company Common Stock (such shares, the “Approved Option Shares”), for a purchase price of £2.9972 per share (the “Approved Option Price”), and (B) subject to the passing of a resolution of the shareholders of the Company approving their allotment and issue (the “Shareholder Resolution”), 9 conditional options (each, an “Unapproved Conditional Option” and collectively, the “Unapproved Conditional Options” and, together with the Approved Conditional Options, the “Conditional Options”), each to subscribe for or purchase 5,000,000 shares of the Company Common Stock (such shares, the “Unapproved Option Shares” and, together with the Approved Option Shares, the “Option Shares”), for a purchase price of £2.9972 per share (the “Unapproved Option Price”), in each case, subject to the terms and limitations set forth herein. For the avoidance of doubt, each Conditional Option may only be exercised or settled in shares of Company Common Stock and no net settlement or cash settlement shall be permitted hereunder. In the event that, prior to exercise of a Conditional Option, the Company changes the number of shares of Company Common Stock issued and outstanding as a result of a reclassification, stock split (including a reverse split), stock-based dividend or distribution, merger, subdivision, combination or other similar transaction (other than, for the avoidance of doubt, pursuant to the Merger Agreement), the number of Option Shares and the number of shares of Company Common Stock contained in each Conditional Option shall be adjusted appropriately to provide to the Investor the same economic and ownership effect as contemplated by this Agreement prior to such reclassification, split, dividend, distribution, merger, subdivision, combination or similar transaction. The rights of Xxxx shall be changed to the extent necessary to comply with ASX Listing Rule 7.22 (or any similar ASX Listing Rule) applying to a reorganization of capital at the time of any such reorganization. (ii) The Investor shall have the right to exercise one or more (or all) of the Conditional Option(s) following the Closing, provided, that in no event shall the Investor have the right to exercise a Conditional Option to the extent that such exercise would cause the Investor’s Beneficial Ownership of shares of the Company Common Stock to exceed the Ownership Limit. For the avoidance of doubt, each Conditional Option may only be exercised in whole and not in part. The Conditional Options, if unexercised, do not give the Investor any right to participate in new issuances of Company Common Stock in respect of the Option Shares subject to the Conditional Options (excluding for the avoidance of doubt any rights that the Investor has to participate in new issuances of Company Common Stock generally pursuant to the Investment Agreement). (iii) This Agreement, and each Conditional Option hereunder, shall terminate on the earlier of (A) the date that is 24 months from the date hereof, (B) the termination of the Investment Agreement in accordance with its terms, (C) the termination of the Merger Agreement in accordance with its terms and (D) the failure of the Investor to pay the Option Consideration substantially concurrently with the Closing. (iv) The Investor acknowledges that (i) the Option Shares have not been registered under the Securities Act or any other securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) any Option Shares purchased pursuant to this Agreement may not be sold unless such disposition is registered under the Securities Act and applicable securities laws or is exempt from registration thereunder; the Investor acknowledges that, except as provided in Exhibit B to the Investment Agreement, the Company does not have any obligation to register any Option Shares.

Conditional Option. (i) The Company hereby grants to the Investor: Investor twenty (A20) 11 conditional options (each, an a “Approved Conditional Option” and collectively, the “Approved Conditional Options”), each to subscribe for or purchase 5,000,000 shares of the Company Common Stock (such shares, the “Approved Option Shares”), for a purchase price of £2.9972 per share (the “Approved Option Price”), and (B) subject to the passing of a resolution of the shareholders of the Company approving their allotment and issue (the “Shareholder Resolution”), 9 conditional options (each, an “Unapproved Conditional Option” and collectively, the “Unapproved Conditional Options” and, together with the Approved Conditional Options, the “Conditional Options”), each to subscribe for or purchase 5,000,000 700,000 shares of the Company Common Stock (such shares, the “Unapproved Option Shares” and, together with the Approved Option Shares, the “Option Shares”), for a purchase price of £2.9972 $10.25 per share (the “Unapproved Option Price”), in each case, subject to the terms and limitations set forth herein. For the avoidance of doubt, each Conditional Option may only be exercised or settled in shares of Company Common Stock and no net settlement or cash settlement shall be permitted hereunder. In the event that, prior to exercise of a Conditional Option, the Company changes the number of shares of Company Common Stock issued and outstanding as a result of a reclassification, stock split (including a reverse split), stock-based dividend or distribution, merger, subdivision, combination or other similar transaction (other than, for the avoidance of doubt, pursuant to the Merger Agreement)transaction, the number of Option Shares and the number of shares of Company Common Stock contained in each Conditional Option shall be adjusted appropriately to provide to the Investor the same economic and ownership effect as contemplated by this Agreement prior to such reclassification, split, dividend, distribution, merger, subdivision, combination or similar transaction. The rights of Xxxx shall be changed to the extent necessary to comply with ASX Listing Rule 7.22 (or any similar ASX Listing Rule) applying to a reorganization of capital at the time of any such reorganization. (ii) The Investor shall have the right to exercise one or more (or all) of the Conditional Option(s) following such time that the ClosingInvestor Beneficially Owns not less than 8% of the issued and outstanding shares of the Company Common Stock, provided, that in no event shall the Investor have the right to exercise a Conditional Option to the extent that such exercise would cause the Investor’s Beneficial Ownership of shares of the Company Common Stock to exceed the Ownership Limit. For the avoidance of doubt, each Conditional Option may only be exercised in whole and not in part. The Conditional Options, if unexercised, do not give the Investor any right to participate in new issuances of Company Common Stock in respect of the Option Shares subject to the Conditional Options (excluding for the avoidance of doubt any rights that the Investor has to participate in new issuances of Company Common Stock generally pursuant to the Investment Agreement). (iii) This Agreement, and each Each Conditional Option hereundershall, shall if not exercised, terminate on the earlier of (Ax) the date that is 24 months from expiration of the date hereof, Purchase Window (Bas defined in the Investment Agreement) and (y) the termination of the Investment Agreement in accordance with its terms, (C) the termination of the Merger Agreement in accordance with its terms and (D) the failure of the Investor to pay the Option Consideration substantially concurrently with the Closing. (iv) The Investor acknowledges that (i) the Option Shares have not been registered under the Securities Act or any other state securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) any Option Shares purchased pursuant to this Agreement may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder; the Investor acknowledges that, except as provided in Exhibit B C to the Investment Agreement, the Company does not have any obligation to register any Option Shares.