Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. Completion of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion The satisfaction of each of the Proposed Acquisition is conditional upon following shall constitute conditions precedent to the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completioneffectiveness of Lender’s agreements hereunder: (a) the completion Lender shall have received this Agreement fully executed by each of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)parties hereto; (b) Lender shall have received a fully executed amendment agreement whereby Borrower and Lender amend the Company shall, prior Revolving Note to its EGM to approve effectuate the Transactions (as defined in sub- paragraph amendment contemplated by the terms of this Agreement; (c) below)Lender shall have received a fully executed amendment agreement whereby Borrower and Lender amend the Term Note to effectuate the amendment contemplated by the terms of this Agreement; (d) Lender shall have received a fully executed copy of the Junior Amendment, procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementLender; (e) the approval Lender shall have received fully executed copies of the SGX-ST being obtained Funding Gap Letter (as defined in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), Junior Amendment) and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to Specified Party Claim Compromise Agreements (as defined in the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectFunding Gap Letter); (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining Lender shall have received payment in full force of any costs and effectexpenses (including, a waiver without limitation, the fees of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled Xxxxxx Xxxx & Xxxxxxx LLP) incurred by the Vendor Concert Group and from having to comply Lender in connection with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution Loan Documents and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledthis Agreement; (g) the Company Independent Valuation ReportThe representations and warranties in this Agreement, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared Loan Agreement, as updated by a qualified person (as defined under the Listing Rules) in relation Schedules thereto previously delivered to the Target Group's mining assets in accordance with Lender, and each of the Listing Rules being issued in compliance with other Loan Documents (other than the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change representations and warranties contained in the assets, prospects, performance, financial position or results first sentence of Section 3(i) and the first sentence of Section 3(r) of the operations Loan Agreement) shall be true and correct in all material respects on and as of the Group occurring on or before the Completion Date; (i) no material adverse change or eventsdate hereof, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or as though made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; date (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, except to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours expressly relate solely to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writingan earlier date), subject to any directives that the SGX-ST may issue and the Listing Rules qualifications described in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.Section 8(d) hereof;

Conditions Precedent. Completion This Amendment shall become effective as of the Proposed Acquisition is conditional upon date (the “Amendment Effective Date”) on which each of the following conditions ("Conditions Precedent") being fulfilled precedent shall have first been satisfied (or waived) on or prior , with respect to Completion:the 2015A Term Commitment and the making of any 2015A Term Loans, by the 2015A Incremental Lenders, with respect to the 2015B Term Commitment and the making of any 2015B term Loans, by the 2015B Incremental Lenders, with respect to the amendments contained in Section 3, all 2014 Incremental Lenders, with respect to the amendments contained in Section 4, all 2014A Incremental Lenders, and with respect to the amendments contained in Section 5, all Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment duly executed by the completion Borrower, the Guarantors, and each of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Lenders. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Company shallAdministrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) Xxxxxx & Bird LLP and other counsel for the Loan Parties, prior covering such matters relating to its EGM to approve the Transactions (Loan Parties or this Amendment as defined the Administrative Agent shall reasonably request and otherwise in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM;Administrative Agent. (c) The Administrative Agent shall have received from the requisite approval Secretary or Assistant Secretary (or other individual performing similar functions) of Shareholders at each Loan Party a certificate certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents and resolutions of such Loan Party previously delivered to the EGM being obtained for:Administrative Agent with respect to such Loan Party in connection with the Credit Agreement have not been amended, supplemented or otherwise modified since the date of such delivery, or if any of the foregoing has been amended, supplemented or otherwise modified (or, in the case of resolutions, if any additional resolutions regarding the Amendment have been adopted), copies of such amendments, supplements, modifications or resolutions certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party. (d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming that on the Amendment Effective Date: (i) the Proposed Acquisition conditions set forth in paragraphs (including the allotment a) and issue (b) of Section 4.02 of the Consideration Shares and the Introducer Shares); Credit Agreement are satisfied, (ii) (if the eligibility requirements under Borrower is in pro forma compliance with the listing rules financial covenants set forth in Section 6.01 of the Mainboard of Credit Agreement both immediately before and immediately after the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); Amendment Effective Date and (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted after giving effect to the Group which are outstanding as set out in paragraph 4.11 of this announcement 2015A Term Loans and 2015B Term Loans on a pro forma basis (“Shareholders’ Loan”) (assuming for purposes thereof that the “Shareholders’ Loan Capitalisation”2015A Term Commitments and 2015B Term Commitments have been fully drawn), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) Borrower and its Restricted Subsidiaries will be in compliance with a Senior Secured Leverage Ratio of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement;not greater than 2.00:1.00. (e) The Administrative Agent and each applicable Lender shall have received all fees agreed to in writing by the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), Borrower and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, Administrative Agent and to the extent that any such conditions are invoiced at least one Business Day prior to the date of this Amendment, reimbursement or payment of all out-of-pocket expenses required to be fulfilled reimbursed or satisfied on or before Completion, they are so fulfilled; (gpaid by the Borrower pursuant to Section 9.03(a) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Credit Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion Administrative Agent’s and Lenders’ obligation to make the Initial Advance or any disbursements or take any other action under the Loan Documents shall be subject at all times to satisfaction of the Proposed Acquisition is conditional upon each of the following conditions precedent ("Conditions Precedent") being fulfilled (or waived) on or prior in addition to Completion:those set forth in Exhibit C and in any other applicable provision hereof): (a) the completion There shall exist no Default or Potential Default, as defined in this Agreement, or Default as defined in any of the Placement Exercise, as soon as reasonably practicable, but other Loan Documents or in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Other Related Documents; (b) Administrative Agent shall have received all Loan Documents, Other Related Documents, other documents, instruments, policies, and forms of evidence or other materials requested by Administrative Agent or any Lender under the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution terms of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% this Agreement or any of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMother Loan Documents; (c) The Mortgage shall be a valid Lien upon the requisite approval of Shareholders at Property and be prior and superior to all other Liens thereon except the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares)Permitted Liens; (iid) (if Administrative Agent shall have received the eligibility requirements under Title Policy covering the listing rules Property and surveys of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist Property in form and substance acceptable to the Mainboard (the “Mainboard Transfer”)Administrative Agent; (iiie) an ordinary resolution With respect to the Initial Advance, Administrative Agent shall have received tenant estoppel letters and subordination, nondisturbance and attornment agreements from such tenants of the CompanyProperty as may be required by Administrative Agent, which if passed by independent Shareholders would result shall be in a waiver by the independent Shareholders of their right form and content satisfactory to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”)Administrative Agent; (ivf) Administrative Agent shall have received confirmation that Borrower has entered into an interest rate swap transaction in the Share Consolidation notional amount equal to sixty-five percent (as defined in paragraph 4.5(f65%) of this announcement); (v) the capitalisation Initial Facility Amount, with an expiration date equal to or greater than the Maturity Date, for the purpose of certain loans granted hedging its interest rate risk in respect of the Notes. If Xxxxx Fargo is the counterparty to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (interest rate swap transaction, Administrative Agent shall have received confirmation that Borrower has executed the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx XxxxxISDA Master Agreement, the Independent Non-Executive Chairman ISDA Schedule and a trade confirmation. If Borrower entered into an interest rate swap transaction with a counterparty other than Administrative Agent, such counterparty shall have a Standard & Poor’s rating of the Company AA and a Xxxxx’x rating of Aa (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated or as otherwise approved by the VendorAdministrative Agent); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to Administrative Agent shall have received from each Lender such material adverse change in the assets, prospects, performance, financial position or results Lender’s Pro Rata Share of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samedisbursement.

Conditions Precedent. Completion of the Proposed Acquisition Notwithstanding any contrary provisions herein, this Amendment is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionnot effective unless and until: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (there exists no Default or such other date as may be agreed between the Parties in writing)Potential Default either prior to or after giving pro forma effect to this Amendment; (b) the Company shall, prior to its EGM to approve the Transactions (as defined representations and warranties in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form this Amendment and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company Credit Agreement are true and correct (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxxafter giving effect to this Amendment), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) Administrative Agent shall have received counterparts of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated Amendment executed by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")each party named below; (d) the completion Administrative Agent shall have received the Revolving Notes duly executed by each of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementBorrowers; (e) the approval Administrative Agent shall have received the Term Loan Notes duly executed by each of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectBorrowers; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 Administrative Agent shall have received counterparts of the Takeover Code for the Shares not owned or controlled Amended and Restated Guaranty executed by the Vendor Concert Group PMC, Western Financial and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledPMC Investment; (g) the Company Independent Valuation Report, Administrative Agent shall have received an incumbency certificate executed by the Target Independent Valuation Report Secretary or Assistant Secretary of Western Financial certifying the names of the officers of Western Financial authorized to sign each of the Credit Documents to which it is a party and a report (which may the other documents or certificates to be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation delivered pursuant to the Target Group's mining assets in accordance Credit Documents by Western Financial, together with the Listing Rules being issued in compliance with the Listing Rulestrue signatures of each such officer; (h) no material adverse change the Administrative Agent shall have received an incumbency certificate executed by the Secretary or events, acts or omissions reasonably likely to lead to such material adverse change in Assistant Secretary of PMC Investment certifying the assets, prospects, performance, financial position or results names of the operations officers of PMC Investment authorized to sign each of the Group occurring on Credit Documents to which it is a party and the other documents or before certificates to be delivered pursuant to the Completion DateCredit Documents by PMC Investment, together with the true signatures of each such officer; (i) no material adverse change or eventsthe Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer for each Borrower in form and substance acceptable to the Administrative Agent attaching (and certifying to the accuracy thereof) such resolutions, acts or omissions reasonably likely certificates of good standing, certified articles of organization and other corporate documents acceptable to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion DateAdministrative Agent; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation the Administrative Agent shall have received an opinion of counsel to the Sale Companies regarding this Amendment, and Purchase Agreement and the Transactions being obtained or made on terms reasonably other matters acceptable to the PartiesAdministrative Agent, and all such approvals in form and filings remaining substance acceptable to the Administrative Agent, but in full force any event including a no conflict opinion with respect to the CIM Credit Agreements (for purposes hereof, “CIM Credit Agreements” means (i) that certain Credit Agreement, dated as of August 28, 2013, among CIM Urban Partners, L.P., each lender from time to time party thereto, and effect on the Completion DateBank of America, N.A., as administrative agent (as amended), and (ii) that certain Credit Agreement, dated as of February 6, 2012, among CIM Urban Partners, L.P., each lender from time to time party thereto, and Bank of America, N.A., as administrative agent (as amended)); (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably Administrative Agent shall have received a Compliance Certificate acceptable to the partiesAdministrative Agent, certifying compliance by the Companies and all such approvals, consents or waivers remaining in full force the Consolidated Companies with this Agreement and demonstrating the Companies’ pro forma compliance with Section 9 of the Credit Agreement after giving effect on to this Amendment and the Completion DateCIM Merger; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any Administrative Agent shall have received the execution version of the Transactions illegal or otherwise prohibiting consummation thereof on or prior CIM Merger Agreement, including all schedules and exhibits thereto, and execution versions of the Registration Rights and Lockup Agreement and the Master Services Agreement to be executed in connection with the Completion DateCIM Merger Agreement, in each case certified by a Responsible Officer to be true, correct and complete copies of the all such documents, instruments and agreements; (m) the Shares remaining listed on the SGX-ST Administrative Agent shall have received reimbursement for all costs and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is expenses incurred by it in connection with this Amendment and the Sale other transactions and Purchase Agreementfor which it has submitted an invoice to the Borrowers; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties Administrative Agent shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or have received such other date documents, instruments and certificates as the Parties may agree reasonably requested by it in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other connection with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samethis Amendment.

Conditions Precedent. Completion The respective obligations of the Proposed Acquisition is conditional upon -------------------- parties to complete the transactions contemplated by this Agreement and the obligation of Abstract to file a certified copy of the Final Order on its behalf and on behalf of AMI and Newco with the Registrar pursuant to subsection 252(3) of the BCCA required to give effect to the Arrangement with the Registrar shall be subject to the satisfaction of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionconditions: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but Interim Order shall have been granted in any case within 21 days of the date of the Sale form and Purchase Agreement (or such other date as may be agreed between the Parties in writing)sub- stance satisfactory to Abstract; (b) the Company shallArrangement and this Agreement, prior to its EGM to approve with or without amendment, shall have been approved at the Transactions (as defined Abstract Meeting by the Shareholders of Abstract in sub- paragraph (c) below), procure accordance with the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% provisions of the total Shares in BCCA, the capital Charter Documents of Abstract, the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno Interim Order and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose the requirements of any of their Shares and (ii) to vote in favour of the Transactions at the EGMapplicable regulatory authorities; (c) the requisite approval of Shareholders at the EGM being Final Order shall have been obtained for: (i) the Proposed Acquisition (including the allotment in form and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist substance satisfactory to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Abstract; (d) the completion of Canadian Venture Exchange shall have conditionally approved the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementArrangement; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the approval completion of the SGX-ST being obtained transactions provided for in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), this Agreement and the Consideration Shares) and if such approval is subject to conditionsPlan of Arrangement shall have been obtained or received from the Persons, such conditions being reasonably acceptable to authorities or bodies having jurisdiction in the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectcircumstances; (f) there shall not be in force any order or decree restraining or enjoining the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 consummation of the Takeover Code for transactions contemplated by this Agreement and the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledArrangement; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (parties shall have entered into such agreements as defined under the Listing Rules) in relation required pursuant to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rulessection 5.1 of this Agreement; (h) the parties shall have obtained all necessary approvals for the Arrangement including approval by the directors and shareholders of each of AMI and Abstract and all necessary court and regulatory approvals; (i) except for the conversion of any currently outstanding conver- tible preferred shares or debentures or the exercise of any currently outstanding options or warrants or similar rights, except for AMI's planned issuance of 1,000,000 additional shares via a Registration 506 offering, except for the Financing, and except for the issue and exercise of the addi- tional stock options permitted to be issued by AMI in an amount not to exceed 10% of the number of outstanding common shares of AMI after completion of the transactions comprising the Arrangement, and by Abstract in an amount not to exceed 200,000 stock options, no material adverse change additional shares of any class in the capital of Abstract or eventsAMI (or any securities including convertible debentures, acts warrants, options or omissions reasonably likely other rights to lead acquire any shares in the capital of Abstract or AMI) shall be issued prior to such the completion of the Arrangement; (j) there shall not have occurred any material adverse change in the assetsfinances, prospects, performance, operations or business of Abstract or AMI and the audited financial position or results of their respective operations, for the operations fiscal years ended January 31, 2000 and December 31, 1999, respectively, shall not vary materially adversely from the draft financial results as set out in the form attached as Schedule A, and the actual financial results for the period up to the date of the Group occurring on or before Arrangement shall not vary materially adversely from the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change pro forma financial plans as set out in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion DateSchedule A; (k) all necessary approvalsif required as a result of its due diligence, consents Abstract shall have received from its financial advisors, on or waivers by contracting third parties of before the parties in relation Effective Date, or such other date as is acceptable to Abstract, a satisfactory valuation/fairness opinion with respect to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion DateArrangement; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior AMI and Abstract shall have received from their respective tax and legal advisors satisfactory opinions with respect to the Completion Date;Arrangement. (m) the Shares remaining listed on the SGX-ST neither of Abstract nor AMI nor any of their subsidiaries shall be a party to any actions, suits or proceedings which could materially adversely affect their business or financial condition, and not having no such actions, suits or proceedings shall be contemplated or shall have been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreementthreatened; and (n) all representations and warranties AMI shall have completed a financing of each party under approximately US$3-5 Million, but not less than US$3 Million (the Sale and Purchase Agreement being true and accurate"Financing"), in all material respects as at on or before September 30, 2000; provided however that the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure September 30, 2000 date may be extended by the fulfilment mutual agreement of the Conditions Precedent as soon as possible and parties, for no additional consideration. Except for the conditions set forth in any event by 21 May 2022 subsections (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writinga), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”b), (c) and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent (d) above any of the Conditions Precedent from being satisfied foregoing conditions may be waived at the discretion of any party whose interests are affected by the Long-Stop Date, it shall immediately inform the other Party of the samesuch condition.

Conditions Precedent. Completion The effectiveness of this Amendment is subject to the Proposed Acquisition is conditional upon satisfaction of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:the date that all such conditions are satisfied, the “Effective Date”): (a) the completion The Agents shall have received: (i) from each party hereto a counterpart of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days this Amendment signed on behalf of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)party; (bii) the Company shall, prior to its EGM to approve documentation required by Section 5 hereto; (iii) each item set forth on the Transactions Closing Documents Checklist attached hereto as Exhibit A (as defined in sub- paragraph (c) belowthe “Closing Documents Checklist”), procure other than post-closing deliveries; (iv) all other definitive documents and instruments evidencing or relating to the execution Specified Acquisition (including without limitation any letters of irrevocable undertakings (intent, purchase agreements and all related transfer documents), which shall be in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Agents and the Lenders (together with the executed version of the total Shares in the capital of the Company (including Xxxxxx XxxxxxxxShare Purchase Agreement, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard TransferAcquisition Documents”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (viiv) such other matters documents, certificates and instruments as the Agents or any Lender or its counsel may have reasonably requested, such documents, certificates and instruments to be satisfactory to the Agents, the Lenders and their counsel in all respects in their sole discretion. (b) All governmental and third party approvals necessary or, in the discretion of the Lenders, advisable in connection with the foregoing, as may be necessary or agreed between financing contemplated hereby and the Parties in writing, (collectively, the "Transactions"); (d) the completion continuing operations of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being Borrower and its Subsidiaries shall have been obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining be in full force and effect;. (fc) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement The Agents and the Transactions being obtained or made on terms reasonably acceptable to the Parties, Lenders shall have received all fees and all such approvals other amounts due and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof payable on or prior to the Completion Effective Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation including to the completion extent invoiced, reimbursement or payment of a reverse takeover all out-of-pocket expenses (“Long-Stop Date”)including, without limitation, reasonable fees, disbursements and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior charges of counsel) required to the Completion Date, the Company be reimbursed or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied paid by the Long-Stop Date, it shall immediately inform the Borrowers or any other Loan Party of the samehereunder or under any separate agreements.

Conditions Precedent. Completion This Amendment shall become effective upon the Agent's receipt of this Amendment, duly executed by each Borrower, the Guarantor (collectively, the "CREDIT PARTIES"), the Issuing Bank, the Agent, the Collateral Agent and the Lenders, and upon the Lenders' receipt of (x) the amounts payable under Section 7 hereof and (y) the amounts set forth in the Fee Letter dated November 18, 1997, as amended, from the Lenders to the Existing Borrowers and the Guarantor. Section 1 hereof shall become effective when, and only when, the Agent shall have additionally received all of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion before March 31, 1998, each of the Placement Exercise, as soon as reasonably practicable, but which shall be in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares Agent and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company Collateral Agent (collectively, the "Relevant DirectorsAgents")): (a) Certified copies of (i) the resolutions of the Board of Directors of each Credit Party approving this Amendment, the documents delivered in connection herewith and the rest matters contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Amendment, the Purchase Agreement and the transactions contemplated hereby and thereby, (iii) executed copies of the new Directors shall be nominated by SDW Subordinated Note and the VendorSDW Subordinated Guaranty and (iv) executed copies of the Purchase Agreement (including the amendment thereto) and all material documents and agreements executed in connection therewith (including, without limitation, the Site Separation and Services Agreement, the Declaration of Reciprocal Easements, Restrictions and Covenants, the Site Lease and the Space Lease); and. (viib) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such other matters Credit Party who are authorized to sign this Amendment and the documents delivered in connection with herewith to which such Credit Party is a party. (c) A certificate of good standing of SCM from the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions");Secretary of State of Delaware. (d) the completion A copy of the Shareholders’ Loan Capitalisation and/or the repayment Governing Documents of SCM, attached to which is a certificate of the Shareholders' LoansSecretary or an Assistant Secretary of SCM certifying that such copies are true, further details of which complete and accurate and that the same have not been amended or modified and are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;. (i) An opinion of Xxxxxx and Xxxxx, counsel for the Credit Parties, covering such matters relating to this Amendment as the Agent shall reasonably request and (ii) an opinion of Xxxxxxx & Xxxx, special Maine counsel to the Credit Parties, covering such matters relating to this Amendment as the Agent shall reasonably request. (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, A certificate signed by a waiver of their obligation to make a mandatory offer under Rule 14 duly authorized officer of the Takeover Code for Guarantor certifying that (i) the Shares not owned or controlled by the Vendor Concert Group representations and from having to comply with the requirements of Rule 14 warranties contained in Section 3 hereof are true and correct on and as of the Takeover Codedate of such certificate as though made on and as of such date, subject to (ii) the passing representations and warranties contained in Section 6.1 of the Whitewash Resolution Credit Agreement are true and correct (after giving effect to SCM as a Borrower thereunder) on and as of the date of such other conditions that the SIC may impose which are reasonably acceptable to the Vendorcertificate as though made on and as of such date, and except to the extent that any such conditions are required representations and warranties expressly relate solely to be fulfilled an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (iii) no Default or satisfied on or before Completion, they are so fulfilled;Event of Default has occurred and is continuing. (g) Evidence that (i) the Company Independent Valuation Report, transactions contemplated by the Target Independent Valuation Report Purchase Agreement have closed on terms and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation pursuant to documentation satisfactory to the Target Group's mining Agents, and that the purchase price of the Acquired Business does not exceed $44,770,000 in cash and $7,000,000 in the form of the SDW Subordinated Note (subject to purchase price adjustments set forth in the Purchase Agreement), and (ii) the assets in accordance with constituting the Listing Rules being issued in compliance with Acquired Business are free and clear of all Liens except for Liens permitted by the Listing Rules;Credit Agreement. (h) no material adverse Appropriate Uniform Commercial Code financing statements (naming the Agent as secured party and SCM and Central as debtors), appropriate UCC-3 amendments reflecting the name change or eventsof Xxxxx-Bridge Industries, acts or omissions reasonably likely to lead to such material adverse change in the assetsInc., prospectsand appropriate UCC-3 termination statements and other releases (including a lien release letter from Chemical Bank, performance, financial position or results of the operations of the Group occurring on or before the Completion Date;now known as The Chase Manhattan Bank). (i) no material adverse change or eventsA certificate executed by the chief financial officer of each Credit Party to the effect that such Credit Party is solvent after giving effect to the transactions contemplated by this Amendment and the Purchase Agreement. (i) Audited financial statements (including an income statement, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results cash flow statement and balance sheet) of the operations Acquired Business for the fiscal year ended September 30, 1997, prepared in accordance with GAAP and accompanied by an unqualified opinion of Ernst & Young and/or Deloitte & Touche, which financial statements shall reveal results at least as favorable as the historical PRO FORMA financial statements of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation Acquired Business previously delivered to the Sale Agents, (ii) a PRO FORMA balance sheet of the Guarantor and its Subsidiaries as of September 30, 1997, adjusted to give effect to the closing of the Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable transactions contemplated thereby, and (iii) to the Partiesextent heretofore delivered to the Guarantor, all of the financial statements, notes thereto and all such approvals reports thereon described in Sections 5.5 and filings remaining in full force and effect on 12.6(a) of the Completion Date;Purchase Agreement. (k) all necessary approvals, consents or waivers by contracting third parties A duly executed PRO FORMA Borrowing Base Certificate as of the parties in relation date hereof, after giving effect to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context closing of the Transactions) (if required) being obtained or made on terms reasonably acceptable to Purchase Agreement and the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date;transactions contemplated thereby. (l) no governmental authority Collateral Access Agreements, duly executed by SDW with respect to each parcel of property leased by SDW or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior its Affiliates to the Completion Date;a Credit Party. (m) A Lockbox Agreement, substantially in the Shares remaining listed on form of Exhibit A, duly executed by SCM and the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; andlockbox bank party thereto. (n) all representations and warranties Revolving Notes substantially in the form of Exhibit B, duly executed by SCM in favor of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. Lender. (o) The parties shall cooperate and use all reasonable endeavours to procure the fulfilment business plan of the Conditions Precedent Credit Parties, together with a certificate of an Authorized Officer certifying that such business plan has been prepared in good faith based upon the assumptions contained therein and all information currently available to it and that such Authorized Officer is not aware of any information contained in such business plan which is false or misleading, which business plan shall reveal results at least as soon favorable as possible the draft projections for the Acquired Business previously delivered to the Agents. (p) A certificate of insurance naming the Agent as loss payee and in any event by 21 May 2022 an additional insured. (being q) Evidence that, after giving effect to the date falling 12 calendar months from Loans to be made on the effective date of this Amendment, there will be Unused Availability in an amount satisfactory to the Sale Agents. (r) An amendment to the Security Agreement, substantially in the form of Exhibit C, duly executed by each Credit Party. (s) A consent to collateral assignment, substantially in the form of Exhibit D, duly executed by SDW. (t) An amendment to the Guaranty, substantially in the form of Exhibit E, duly executed by the Guarantor. (u) An amendment to the Contribution Agreement, substantially in the form of Exhibit F, duly executed by each Borrower. (v) A certificate of amendment to the certificate of incorporation of Xxxxx-Bridge Industries, Inc., certified by the Secretary of State of Delaware, showing that it changed its name to Spinnaker Coating, Inc. (w) Such other documents, instruments, opinions, materials and Purchase Agreement) (or such other date information as the Parties may agree in writing), subject to any directives that Agent or the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Collateral Agent may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion The effectiveness of this Third Amendment (including without limitation the Proposed Acquisition amendment provided for in Section 1 hereof) is conditional upon subject to the satisfaction of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:the date that all such conditions are satisfied, the “Effective Date”): (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders The Purchaser shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forhave received: (i) from the Proposed Acquisition Borrower either (including the allotment and issue A) a counterpart of this Third Amendment signed on behalf of the Consideration Shares and Borrower or (B) written evidence satisfactory to the Introducer Shares);Purchaser (which may include telecopy transmission of a signed signature page of this Third Amendment) that such party has signed a counterpart of this Third Amendment; and (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (such other documents, certificates and instruments as the case Purchaser or its counsel may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist have reasonably requested, such documents, certificates and instruments to be satisfactory to the Mainboard (the “Mainboard Transfer”);Purchaser and its counsel in all respects in their sole discretion. (iiib) an ordinary resolution of the CompanyThe Purchaser shall have received all costs, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor fees and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are other amounts due and payable and outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date;hereof, including reimbursement or payment of all out-of-pocket expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower hereunder or under any Note Document, but limited for the purposes of this condition to $10,000.00. Such limitation is solely for the condition to the effectiveness of this Third Amendment set forth in this Section 3(b) and shall not limit or otherwise modify Borrower’s obligations under the Note Documents (including Section 11.3 of the Note Purchase Agreement), to pay Purchaser’s costs and expenses, including any cost and expenses in excess of the $10,000. (mc) The Borrower shall have received $375,000 on a subordinated basis (subordinated in all respects to the Shares remaining listed on Obligations and the SGX-ST and not having been halted or suspended Note Documents (including the Security Documents) from trading one of its Affiliates for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension working capital purposes. Note this amount is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation addition to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require amount set forth in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same2(c) above.

Conditions Precedent. Completion This Amendment shall become effective and be deemed effective as of the Proposed Acquisition is conditional date hereof, upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior occurrence of each of the following, to Completionthe satisfaction of the Lenders: (a) the completion Any amendments to any of the Placement Exerciseother Loan Documents reasonably requested by the Agent (including any reasonably requested amendment to the Security Agreement or other Security Documents, including modifications to mortgages and deeds of trust), shall have been duly executed and delivered by the Borrower, Intermediate and the Lenders, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)applicable; (b) Any replacement Notes requested by any Lender shall have been issued and executed by the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMBorrower; (c) the requisite approval The Agent shall have received an opinion of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist counsel to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the CompanyBorrower, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor form and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted substance reasonably satisfactory to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Agent; (d) The Agent shall have indefeasibly received, in cash, from the completion of Borrower those fees required to be paid to the Shareholders’ Loan Capitalisation and/or Agent on the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementdate hereof; (e) The Agent shall have received payment by the approval Borrower of all outstanding and unpaid reasonable out-of-pocket costs and expenses of the SGX-ST being obtained in respect Agent as required pursuant to Section 10.2(c) of the relevant Transactions Credit Agreement (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectextent previously invoiced); (f) The Agent shall have received the Securities Industry Council (“SIC”) having granted Intercreditor Agreement duly executed by all parties thereto together with copies of the Vendor Concert Group under duly executed Senior Notes, Senior Notes Indenture, any collateral documents relating thereto and evidence of the Singapore Code funding of the Indebtedness contemplated thereunder, including payment of $50,548,783.81 to repay all outstanding principal, interest and fees on Take-overs the Term Loan, in each case in form and Mergers (“Takeover Code”)substance, and such grant remaining in full force upon terms and effectconditions, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject satisfactory to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledAgent; (g) Based on the Company Independent Valuation ReportBorrowing Base Certificate dated as of the date hereof, after giving effect to the Advances hereunder on the date hereof and the issuance of any Letters of Credit hereunder on the date hereof, the Target Independent Valuation Report and a report (which may Borrower shall have not less than $5,000,000 available to be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined borrowed under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing RulesCredit Agreement; (h) no material adverse change or eventsThe Agent shall have received evidence satisfactory to the Agent that for the four fiscal quarters ended November 19, acts or omissions reasonably likely 2003, the Borrower’s (i) Senior Funded Debt/Adjusted EBITDA Ratio does not exceed 1.50 to lead 1.00 and (ii) Funded Debt/Adjusted EBITDA Ratio does not exceed 4.65 to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date;1.00; and (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse No change in the assetsbusiness, financial condition or prospects, performance, financial position operations or results properties of the operations of Borrower or in the Target Group occurring on or before the Completion Date; (j) all approvalsCollateral which has a Material Adverse Effect shall have occurred since December 25, filings2002, exemptions or waivers by regulatory authorities and bodies (if required) other than that which has been disclosed in relation writing to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties Agent as of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samethis Amendment.

Conditions Precedent. Completion of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital The obligations of the Company (including Xxxxxx Xxxxxxxxand Investor to consummate the transactions contemplated under this Agreement are subject to the satisfaction, Sudiarso Prasetioon the Closing Date, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forfollowing conditions: (i) 1.3.1 the Proposed Acquisition (including the allotment representations and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status warranties of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result set forth in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors Section 3 hereof shall be nominated by the Company (one of whom shall be an existing Directortrue and correct in all material respects, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, except to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties are made as of each party under the Sale another date, in which case such representations and Purchase Agreement being warranties will be true and accurate, correct in all material respects as at of such other date; 1.3.2 the Completion Date. The parties representations and warranties of Investor set forth in Section 4 hereof shall cooperate be true and use correct in all reasonable endeavours material respects, except to procure the fulfilment extent such representations and warranties are made as of another date, in which case such representations and warranties will be true and correct in all material respects as of such other date; 1.3.3 the Company and Investor shall have made a public announcement on the Effective Date of their intention to form a joint venture (the “Joint Venture”); 1.3.4 the Company and Investor shall have entered into a term sheet required to be filed with applicable regulatory authorities to obtain antitrust and any other applicable regulatory approvals in connection with the formation of the Conditions Precedent as soon as possible Joint Venture and in any event by 21 May 2022 (being the date falling 12 calendar months from the date issuance of the Sale Conversion Shares (as defined below) pursuant to this Agreement (the “Term Sheet”); and 1.3.5 the Company shall have delivered to the Investor a certificate, dated as of the Effective Date, executed by a duly authorized director or officer of the Company, certifying that (i) the execution, delivery and Purchase Agreement) (or such other date as performance by the Parties may agree in writing), subject to any directives that the SGX-ST may issue Company of this Agreement and the Listing Rules in relation to consummation of the completion transactions contemplated thereby and (ii) the filing of a reverse takeover the Term Sheet by Investor with the applicable regulatory authorities have been approved and/or ratified by the Company’s board of directors (the “Long-Stop DateBoard”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion This Amendment No. 3 shall become effective on the first date on which each of the Proposed Acquisition is conditional upon the following conditions precedent have been satisfied ("Conditions Precedent") being fulfilled (or waived) on or prior such date, the “Effective Date”); provided that the modification to Completionthe definition of “Commitment Fee” shall be effective as of May 28, 2019: (a) the completion 3.1. The Agents shall have received counterparts of this Amendment No. 3, duly executed and delivered by all of the Placement Exerciseparties hereto. 3.2. The Agents shall have received a certificate of an Authorized Officer of the Borrower: 3.2.1 to the effect that, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writingAmendment No. 3, (collectively, the "Transactions"); (dA) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other any conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled satisfactory or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Partiesany Agent, and all such approvals and filings remaining conditions set forth in full force and effect on the Completion Date; this Section 3 have been fulfilled; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (nB) all representations and warranties of the Borrower set forth in this Amendment No. 3, the Credit Agreement and each party under of the Sale and Purchase Agreement being other Loan Documents are true and accurate, correct in all material respects respects; and (C) no Default has occurred and is continuing; 3.2.2 certifying as at to and attaching (A) its Constituent Documents; (B) the Completion Dateincumbency and specimen signature of each of its Authorized Officers authorized to execute this Amendment No. The parties shall cooperate 3; and use all reasonable endeavours (C) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to procure do business in which the fulfilment of failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and 3.2.3 certifying that the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from Borrower does not have outstanding debt prior to the date of this Amendment No. 3 other than under the Sale Loan Documents, and Purchase Agreement) (is not at such time party to any interest rate hedging agreements or such other date as currency hedging agreements. Notwithstanding the Parties may agree in writing)foregoing, the obligation of any Lenders to make a Loan shall be subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any requirements of the Conditions Precedent from being satisfied by the Long-Stop DateLoan Documents, it shall immediately inform the other Party including, without limitation, Article II and Article III of the sameCredit Agreement.

Conditions Precedent. Completion Section 4.01 This Amendment shall not become effective until the date on which each of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionis satisfied: (a) the completion Administrative Agent shall have received duly executed counterparts of this Amendment from the Placement ExerciseBorrower and each Lender, in such numbers as soon as the Administrative Agent or its counsel may reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)request; (b) the Company shallAdministrative Agent shall have received a duly executed Note, prior dated as of the date hereof, payable to each Lender that has requested a Note, in a principal amount equal to its EGM to approve the Transactions Maximum Credit Amount (as defined in sub- paragraph amended hereby); (c) belowthe Administrative Agent shall have received duly executed counterparts of amendments to the Mortgages (which shall be in proper form for filing, registration or recordation in the applicable jurisdiction), procure in each case in form and substance reasonably satisfactory to the execution Administrative Agent; (d) the Administrative Agent shall have received (i) Xxxxxxxx & Xxxxxx LLP, special counsel to the Borrower and the other Loan Parties, and (ii) to the extent reasonably requested by the Administrative Agent, opinions of irrevocable undertakings (local counsel in such any jurisdictions in which any amendments to Mortgages are to be recorded, in form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementAdministrative Agent; (e) the approval Administrative Agent shall have received (i) for the account of each Lender, upfront fees in an aggregate amount for each Lender equal to twenty basis points (0.20%) of the SGX-ST being obtained in respect amount of the relevant Transactions such Lender’s Commitment (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”after giving effect to this Amendment), (ii) for its own account, such other fees as have been separately agreed between the Borrower and the Consideration SharesAdministrative Agent and (iii) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if extent invoiced in reasonable detail, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the SGX-STBorrower under the Credit Agreement (including, such conditions being fulfilled without limitation, (A) the reasonable fees and expenses of counsel to the Administrative Agent and (B) any recording, registration or satisfied on filing fees or before Completion, and such approval remaining mortgage taxes payable in full force and effectconnection with the recording of amendments to the Mortgages); (f) the Securities Industry Council Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party (“SIC”or supplements to those certificates delivered on the Effective Date of the Credit Agreement) having granted setting forth (i) resolutions of its board of directors (or its equivalent) with respect to the Vendor Concert Group under authorization of such Loan Party to execute and deliver the Singapore Code on Take-overs Loan Documents to which it is a party and Mergers to enter into the transactions contemplated in those documents, (“Takeover Code”)ii) the officers of such Loan Party (A) who are authorized to sign the Loan Documents to which such Loan Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the Organization Documents of such grant remaining in full force Loan Party, certified as being true and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledcomplete; (g) the Company Independent Valuation Report, Administrative Agent shall have received certificates of the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation appropriate state agencies with respect to the Target Group's mining assets existence, qualification and good standing of each Loan Party in accordance with the Listing Rules being issued in compliance with the Listing Rulesits state of formation; (h) no material adverse change or eventsthe Administrative Agent shall have received a certificate of a Responsible Officer certifying, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results as of the operations of the Group occurring on or Amendment Effective Date that, before the Completion Date; and after giving effect to this Amendment, (i) no material adverse change Default or eventsEvent of Default has occurred and is continuing, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results will occur and be continuing as of the operations of the Target Group occurring on or before the Completion Date; Amendment Effective Date and (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (mii) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of the Loan Parties set forth in the Credit Agreement and in the other Loan Documents (in each party under the Sale and Purchase Agreement being case as amended hereby or as contemplated herein) are true and accuratecorrect in all material respects on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Amendment Effective Date, such representations and warranties shall continue to be true and correct in all material respects as at the Completion Dateof such specified earlier date. The parties shall cooperate and use all reasonable endeavours Administrative Agent is authorized to procure declare this Amendment effective upon the fulfilment satisfaction of the Conditions Precedent as soon as possible foregoing conditions and in any event by 21 May 2022 (being shall notify the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue Borrower and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”)Lenders thereof, and such notice shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samebe conclusive and binding.

Conditions Precedent. Completion The obligation of the Proposed Acquisition Purchaser to proceed to Closing is conditional upon the completion of (or waiver or deferment of) the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) precedent by the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) Seller and/or the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) to the sole satisfaction of the Purchaser (“Listing Conditions Precedent”): 3.2.1. Each of the Seller Warranties and the Company Warranties shall be true and correct in all respects and not misleading in any respect as of the Agreement Date and as of the Closing Date, as though made on and as of each such date; 3.2.2. All approvals, consents, or waivers required from any Person, for the transfer of Purchase Shares to the Purchaser, whether under applicable Law, Articles, or otherwise, shall have been obtained by the Seller; 3.2.3. The Seller shall deliver a copy of the permanent account number (PAN) card of the Seller to the Purchaser; 3.2.4. No Material Adverse Effect shall have occurred; 3.2.5. The drafts of all the supporting documents and relevant information required by the Purchaser to file Form DI (as required under FEMA) shall be in Agreed Form; 3.2.6. The Company shall deliver to the Purchaser, a valuation certificate from a chartered accountant or a merchant banker registered with SEBI or a practicing cost accountant, in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with FEMA, arrived at as per any internationally accepted valuation method on an arm’s length basis, in accordance with applicable Law; 3.2.7. The Company shall deliver to the Purchaser, a certificate from a chartered accountant (on a reliance basis) confirming that the per share fair market value of Sale Shares as per Rule 11UA(1)(c)(b) of the Income-tax Rules”, 1962 is lower than the per share Purchase Consideration. 3.2.8. For the purposes of Section 281 of the IT Act and Section 81 of applicable Goods and Services Tax Act, 2017 , the Seller shall deliver to the Purchaser, a certificate from the chartered accountant being the statutory auditor of the Company, in Agreed Form (on a reliance basis), giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) are metTax proceedings referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 (c) outstanding demands against the Seller from any Governmental Authority in respect of Tax on the Seller; and/or (d) notices that have been issued to the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 that would render the transfer of the listing status Purchase Shares to the Purchaser void, and including a snapshot of the Company from website of the Catalist income tax authorities in India (ie, income-tax portal and TRACES portal) evidencing that there are no Tax proceedings against the Seller (“Tax Assessment Status”) along with a reliance letter to be issued by such Person issuing the Tax Assessment Status to the Mainboard (Purchaser for relying on the “Mainboard Transfer”);Tax Assessment Status. (iii) an ordinary resolution 3.2.9. The Seller shall provide a copy of a release letter / consent letter issued by the Lenders pursuant to the Facility Agreement, releasing the Encumbrance on the Purchase Shares, such that the Purchase Shares transferred on Closing Date to the Purchaser are free and clear from any and all Encumbrances and without any conditions applicable on the free and clear holding of the Company, which if passed by independent Shareholders would result in a waiver Purchase Shares by the independent Shareholders of their right to receive a mandatory general offer from the Vendor Purchaser. 3.2.10. The Seller and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent applicable to it, as soon as possible and in any event by 21 May 2022 prior to the Long Stop Date. The Seller and the Company shall, promptly and no later than 5 (being the date falling 12 calendar months five) Business Days from the date satisfaction of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling all the Conditions Precedent. If, at any time prior deliver to the Completion DatePurchaser a letter, in the Company form set out in Schedule 6 (Form of Seller CP Confirmation Notice) (“CP Confirmation Notice”) and enclosing all documentary evidence in a form and substance satisfactory to the Purchaser to support the statements in the CP Confirmation Notice, confirming that the Conditions Precedent have been satisfied or requesting for a waiver or deferment of the Vendor becomes aware same. The delivery of a fact the CP Confirmation Notice under this Agreement will be simultaneous with the delivery of the similar condition precedent confirmation notice under each of the 360 One10 SPA I, 360 One9 SPA I and 360 One9 SPA II. 3.2.11. The Purchaser shall, within 2 (two) Business Days from the receipt of the CP Confirmation Notice, notify the Seller and the Company, in the form set out in Schedule 7 (Form of Purchaser Satisfaction Notice) (“Purchaser Satisfaction Notice”) of (a) its acceptance (or circumstance which might prevent waiver, or deferment in whole or in part) of the Conditions Precedent; or (b) its dissatisfaction of fulfilment of any of the Conditions Precedent from being satisfied by referred to in any of the Long-CP Confirmation Notice. If the Purchaser has communicated its dissatisfaction, then the relevant Parties shall once again follow the process set out in Clauses 3.2 (Conditions Precedent) to the extent applicable for fulfilment of the Conditions Precedent to the satisfaction of the Purchaser (prior to the Long Stop Date, it shall immediately inform the other Party ). The Parties agree that all conditions precedent under each of the same360 One10 SPA I, 360 One9 SPA I and 360 One9 SPA II shall have to be completed in the manner as set out in their respective agreements in order for the Purchaser to issue the Purchaser Satisfaction Notice.

Conditions Precedent. Completion 3.1 Delivery of Documents as Conditions Precedent. The delivery of each of the Proposed Acquisition is conditional upon following documents (the following conditions ("Conditions PrecedentLoan Supporting Documents") being fulfilled (or waived) on or prior by the Borrower to Completionthe Bank shall constitute separate and distinct conditions precedent to the making of any additional Loans by the Bank to the Borrower: (a) the completion A duly executed copy of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)this Agreement; (b) the Company shallThe duly issued and executed Revolving Note, prior to its EGM to approve the Transactions (dated as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMdate hereof; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue The duly executed Guaranty of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules Guarantor dated as of the Mainboard date hereof in the form of Exhibit B hereto, guaranteeing the payment and performance of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard Obligations (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "TransactionsGuaranty"); (d) Uniform Commercial Code financing statement, judgment and tax lien search results for the completion Borrower from the Office of the Shareholders’ Loan Capitalisation and/or Secretary of State of Illinois and the repayment Recorder of Deeds of Xxxx County, Illinois, and from such other offices or governmental agencies or bodies as the Bank, in its sole discretion, may reasonably request from the Borrower from time to time, indicating that there are no licensors or creditors claiming any interest in the Property of the Shareholders' Loans, further details Borrower except holders of which are set out in paragraph 4.11 of this announcementPermitted Liens; (e) the approval A certificate of the SGX-ST being obtained in respect President of the relevant Transactions (including in-principle approval for Borrower in the listing and quotation form of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;Exhibit C hereto; 3.1 (f) The written opinion of Xxxxxxxx & Xxxxxx as counsel for the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”)Borrower, and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 dated as of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group date hereof and from having to comply with the requirements of Rule 14 of the Takeover Code, subject addressed to the passing of Bank, in the Whitewash Resolution substance and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied form set forth on or before Completion, they are so fulfilledExhibit D hereto; (g) the Company Independent Valuation ReportAll information, the Target Independent Valuation Report and a report (which may Financial Statements, or notices to be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation delivered to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing RulesBank pursuant to Section 5.1(c) hereof; (h) no material adverse change Certified copies of the unanimous written consent, or eventsresolutions duly adopted at meeting, acts or omissions reasonably likely to lead to such material adverse change of the Board of Directors of the Borrower in the assetsform attached hereto as Exhibit E hereto authorizing the execution, prospectsdelivery and performance by the Borrower of this Agreement, performance, financial position or results of the operations of Note and the Group occurring on or before the Completion Dateother Loan Supporting Documents; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities In form and bodies (if required) in relation substance satisfactory to the Sale Bank, each and Purchase Agreement and every agreement, document, note, release, guaranty, certificate, notice, affidavit, exhibit, schedule, resolution, legal opinion or assignment which the Transactions being obtained or made on terms Bank may reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months request from the date Borrower to effect the intent of the Sale and Purchase this Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion Except as otherwise noted, as a condition to the effectiveness of the Proposed Acquisition is conditional upon this Amendment, the following conditions ("Conditions Precedent"condition(s) being fulfilled (or waived) on or prior to Completionshall be satisfied: (a) Execution and delivery to the completion Lenders of the Placement ExerciseSecond Amended and Restated Credit Notes, each dated as soon as reasonably practicable, but in any case within 21 days of the date of this Amendment, in the Sale form attached hereto as Exhibits A-1 and Purchase Agreement (or such other date as may be agreed between the Parties in writing)A-2; (b) Execution and delivery to Agent of a Security Agreement by the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares Domestic Subsidiaries in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMform attached hereto as Exhibit E; (c) Execution and delivery to Agent of a Reaffirmation Agreement by the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares Guarantors and the Introducer Shares); (ii) (if Subsidiaries in the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (form attached hereto as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Exhibit F; (d) the completion Execution and delivery to Agent of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementduly executed Securities Pledge Agreement and Control Agreements; (e) the approval Delivery to Agent of either (i) a certificate of the SGX-ST being obtained in respect Secretary or Assistant Secretary of Borrower (as to which Certificate there shall be no personal, as opposed to corporate, liability) which will (A) certify the names of the relevant Transactions officers of Borrower authorized to sign this Amendment and any other documents or certificates to be delivered pursuant to this Amendment by Borrower or any of its officers together with the true signatures of such officers and (including in-principle approval for the listing and quotation B) contain copies of the Shares following resolutions of the Share Consolidation Board of Directors of the Borrower authorizing the execution, delivery and performance of the Borrower's obligations under Amendment or (the “Consolidated Shares”), and the Consideration Sharesii) and if such approval is subject to conditions, such conditions being reasonably acceptable an opinion of counsel to the Parties Borrower in form and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, substance reasonably satisfactory to Agent and such approval remaining in full force and effect;its counsel; and (f) Payment to the Securities Industry Council (“SIC”) having granted Agent, for the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 ratable benefit of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements Lenders, of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change modification fee in the assetsaggregate amount of $40,000, prospects, performance, financial position or results of the operations of the Group occurring payable on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samethis Amendment.

Conditions Precedent. Completion The obligation of the Proposed Acquisition Castlelake Representative to release funds in the Disbursement Account to the Borrower in accordance with Section 2.10(c) is conditional upon subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forprecedent: (i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Proposed Acquisition Required Lenders (including provided that the allotment terms and issue provisions set forth in the Credit Documents as of the Consideration Shares Closing Date shall be deemed satisfactory to the Required Lenders) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Introducer Shares)Required Lenders to be material, in each case, without the consent of the Required Lenders; (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. one (if 1) Business Days prior to the eligibility requirements date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the "Release Date"), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and the Required Lenders and (B) set forth the information required to be provided under the listing rules Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number, (2) Obligor name, (3) the outstanding principal balance of the Mainboard of the SGX-ST Receivable evidenced by such Contract), (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met4) the transfer Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the listing status of Administrative Agent or the Company from the Catalist Required Lenders with respect to the Mainboard (the “Mainboard Transfer”)such Release Date; (iii) an ordinary resolution as of such Release Date, the Company, which if passed by independent Shareholders would result in a waiver representations and warranties made by the independent Shareholders applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality) on and as of their right that Release Date to receive a mandatory general offer from the Vendor same extent as though made on and parties acting as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in concert with it which case such representations and warranties shall have been true and correct in all material respects (the “Vendor Concert Group”or all respects, as applicable) in connection with the Transactions (the “Whitewash Resolution”)on and as of such earlier date; (iv) as of such Release Date, after giving effect to the Share Consolidation (as defined in paragraph 4.5(f) requested release of this announcement)funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the capitalisation of certain loans granted to Collateral Agent and the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessaryLenders shall have received a fully executed Assignment; (vi) the proposed appointment Required Lenders shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent and the Lenders shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or re-appointment caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (as to the case may beextent required pursuant to the Backup Servicing Agreement) the Administrative Agent and the Lenders shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent and the Required Lenders in their sole discretions; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred and be continuing; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of new Directors at Completion, of which two (2) new Directors shall be nominated the requested funds to Borrower and the purchase by the Company (one Borrower of whom additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor)exist; and (viixiii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion none of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject Receivables to conditions, such conditions being reasonably acceptable be sold to the Parties Borrower on such Release Date and if required by reflected on the SGXBorrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-STservicer relating to such Person's authority to market, such conditions being fulfilled originate, hold, own, service, pledge or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply enforce any Receivable with the requirements of Rule 14 of the Takeover Code, subject respect to the passing residents of the Whitewash Resolution such state. Any Agent shall be entitled, but not obligated, to request and such other conditions that the SIC may impose which are reasonably acceptable receive, prior to the Vendor, and release of any funds from the Disbursement Account to the extent that any such conditions are required to be fulfilled or satisfied on or before CompletionBorrower, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation additional information reasonably satisfactory to the Target Group's mining assets in accordance with requesting party confirming the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results satisfaction of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to foregoing if, in the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period good faith judgment of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension Agent, such request is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party warranted under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samecircumstances.

Conditions Precedent. Completion The amendments and agreements set forth in Sections 2, 3, and 4 above shall become effective only upon the satisfaction of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionconditions: (a) receipt by the completion Agent of counterparts hereof signed by each of the Placement Exerciseparties hereto (or, in the case of any party as soon as reasonably practicableto which an executed counterpart shall not have been received, but receipt by the Agent in any case within 21 days form satisfactory to it of telegraphic, telex or other written confirmation from such party of the date execution and delivery of the Sale and Purchase Agreement (or a counterpart hereof by such other date as may be agreed between the Parties in writingparty); (b) receipt by the Company shallAgent of each Exiting Bank's 364-Day Revolver Notes (the "Exiting Bank Notes") for cancellation, prior and receipt by the Borrowers of the Exiting Bank Notes marked "Canceled" by the Agent; provided, that if any Exiting Bank shall be unable to produce one or more of its EGM original Notes for cancellation, such Exiting Bank shall have delivered, and the Agent and Borrowers shall have received, an affidavit of an officer of such Exiting Bank as to approve the Transactions (as defined loss, theft, destruction or mutilation of such Note(s) and certifying that such Note(s) are satisfied in sub- paragraph full and are to be canceled by the Agent, and such Exiting Bank's unsecured agreement of indemnity concerning any claim under such canceled Note(s); (c) below)the fact that all amounts payable by the Borrowers on or before the Second Amendment Effective Date (including the fees then payable, procure if any, pursuant to Section 2.08 of the execution First Amended Credit Agreement) shall have been paid in full; (d) receipt by the Agent of irrevocable undertakings (an opinion of Xxxx X. Xxxxxxxx, Vice President and Counsel of JHLIC, addressed to the Agent and the Banks, in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementAgent; (e) receipt by the approval Agent of the SGX-ST being obtained in respect an opinion of the relevant Transactions (including in-principle approval Goulston & Storrs, P.C., special counsel for the listing and quotation of Agent, addressed to the Shares following the Share Consolidation (the “Consolidated Shares”), Agent and the Consideration Shares) Banks, in form and if such approval is subject to conditions, such conditions being reasonably acceptable substance satisfactory to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;Agent; and (f) receipt by the Securities Industry Council (“SIC”) having granted Agent of all documents it may reasonably request relating to the Vendor Concert Group under existence of each Borrower, the Singapore Code corporate authority for and the validity of this Second Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided that this Second Amendment shall not become effective or be binding on Take-overs any party hereto unless all of the foregoing conditions are satisfied not later than July 26, 2002. At the closing, the Agent or its counsel shall deliver a notice to the Borrowers and Mergers (“Takeover Code”)the Banks advising them of the Second Amendment Effective Date, and such grant remaining in full force notice shall be conclusive and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied binding on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samehereto.

Conditions Precedent. Completion of In addition, the Proposed Acquisition is conditional upon the following Agreement shall contain customary and usual conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exerciseprecedent, as soon as reasonably practicableincluding, but in any case within 21 days of not limited to, the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forfollowing: (i) For a period of at least seventy-five (75) days prior to the Proposed Acquisition (including Closing Date, as between DIGICORP, on one hand, and RCFINC, on the allotment other, each will afford to the officers and issue authorized representatives of the Consideration Shares other full access to the properties, books and records of each in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each (the confidentiality of which each agrees to retain) as each shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each Party hereto shall cooperate fully therein. In order that each may investigate as it may wish the business affairs of the other, each shall furnish the other during such period with all such information and copies of such documents concerning the affairs of each as the other may reasonably request, and cause its officer, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other all material facts affecting the financial condition, business operations, and the Introducer Shares)conduct of operations of each; (ii) (if the eligibility requirements under the listing rules DIGICORP, Jay Rifkin and certain other shareholders of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist DIGICXXX xxxxxxing but not limited to the Mainboard shareholders listed on Annex C (to be specified by the “Mainboard Transfer”)Parties prior to Closing) shall enter into a voting agreement authorizing Mr. Rifkin to vote the shares of DIGICORP Common Sxxxx xxxxx by parties to such voting agreement on certain matters including, but not limited to, amendments to DIGICORP's articles of incorporation, the sale of substantially all of DIGICORP's assets, any other material transactions and other matters which may be specified by the Parties in the Agreement and prior to Closing; (iii) DIGICORP shall enter into a three-year employment agreement with Jay Rifkin, whereby Mr. Rifkin will serve as chief xxxxxxxxx officer ox XXXXXXXX with an ordinary resolution initial salary of $150,000 per year and options entitling Mr. Rifkin to purchase 4,400,000 shares of DIGICORX Xxxxxx Xtock which shall be granted at the CompanyFMV of DIGICORP common stock on the date of execution of this LOI, which if passed by independent Shareholders would result in will vest annually over a waiver by the independent Shareholders period of their right to receive a mandatory general offer three years from the Vendor Closing Date and, shall be exercisable either for cash, or, unless prohibited by applicable law or the stock option and parties acting restricted stock plan to be adopted by DIGICORP, through the delivery of shares of DIGICORP already owned by Mr. Rifkin or shares subject to the option being exxxxxxxx, valued at the fair market value on the date of delivery. At the sole discretion of Mr. Rifkin, such options shall be either non-qualixxxx xxxxx options or incentive stock options and issued from DIGICORP's stock option and restricted stock plan to be adopted by DIGICORP. Mr. Rifkin's employment agreement shall also incluxx xxxxx xxxms to be negotiated in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”)good faith between DIGICORP and Mr. Rifkin; (iv) the Share Consolidation (as defined in paragraph 4.5(f) At Closing, DIGICORP's board of this announcement); (v) the capitalisation direcxxxx xxxxx consist of certain loans granted to the Group five persons. Milton "Todd" Ault, III shall designate or elect txx xx thx xxve xxxrd members, which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall initially be nominated by the Company (one of whom shall be an existing Director, William B. Horne and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.Alice M.

Conditions Precedent. Completion of This Second Amendment shall become effective on the Proposed Acquisition is conditional upon date when the following conditions are met ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for:“Effective Date”): (i) the Proposed Acquisition (including the allotment and issue Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by each of the Consideration Shares Borrower, the Administrative Agent and Lenders constituting the Introducer Shares)Required Lenders; (ii) (if the eligibility requirements under Borrower shall have paid to the listing rules Administrative Agent, for the account of each Lender that has delivered a counterpart to this Second Amendment, a consent fee equal to 0.375% of the Mainboard aggregate principal amount of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”)outstanding Loans held by such Lender; (iii) an ordinary resolution the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Second Amendment, the performance of the CompanyCredit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, which if passed by independent Shareholders would result all in a waiver by form and substance reasonably satisfactory to the independent Shareholders of their right to receive a mandatory general offer from the Vendor Administrative Agent and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”);its counsel; and (iv) the Share Consolidation (as defined in paragraph 4.5(f) of Borrower shall have paid all amounts due and payable pursuant to this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”)Second Amendment, if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customersincluding, to the extent such approvalsinvoiced, consents reimbursement or waivers are material in the context payment of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, documented and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGXreasonable out-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is of-pocket expenses in connection with this Second Amendment and related matters (including the Sale reasonable and Purchase Agreement; and (n) all representations documented fees and warranties expenses of each party under Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Sale and Purchase Agreement being true and accurateAdministrative Agent), in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment any other out-of-pocket expenses of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (Administrative Agent required to be paid or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation reimbursed pursuant to the completion of a reverse takeover (“Long-Stop Date”), Credit Agreement and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior expense payable to the Completion Date, the Company Administrative Agent or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameits affiliates as separately agreed.

Conditions Precedent. Completion The obligation of the Proposed Acquisition is conditional Lenders party hereto and the Administrative Agent to enter into this First Amendment shall be conditioned upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) The Administrative Agent shall have received a copy of this First Amendment, duly completed and executed by the completion Borrower and each Lender; and acknowledged and ratified by the Limited Partner pursuant to a duly executed Acknowledgement and Ratification in the form of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Exhibit A attached hereto; (b) The Administrative Agent shall have received favorable written opinions (addressed to the Company shallAdministrative Agent and the Lenders and dated the First Amendment Effective Date) of Xxxxxxx Xxxxxxxx, prior to its EGM to approve in-house counsel for Borrower and the Transactions (as defined Limited Partner, and Xxxxxxxxx & Xxxxxxxx LLP, counsel for Borrower and the Limited Partner, substantially in sub- paragraph (c) below), procure the execution of irrevocable undertakings (forms delivered in such form connection with the Credit Agreement and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno Administrative Agent and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM;its counsel. (c) The Administrative Agent shall have received such documents and certificates as the requisite approval of Shareholders at the EGM being obtained for: Administrative Agent or its counsel may reasonably request relating to (i1) the Proposed Acquisition (including the allotment organization and issue existence of the Consideration Shares Borrower and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the CompanyLimited Partner, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one authorization of whom shall be an existing Directorthis First Amendment and any other legal matters relating to the Borrower, this First Amendment or the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and (3) with respect to the other shall be Soh Xxx XxxxxLimited Partner, the Independent Non-Executive Chairman authorization of the Company (collectively, the "Relevant Directors")Ratification and Acknowledgement of Limited Partner attached hereto, and any other legal matters relating to the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions");Limited Partner. (d) the completion The Administrative Agent shall have received each promissory note requested by a Lender pursuant to Section 2.10(e) of the Shareholders’ Loan Capitalisation and/or Credit Agreement, each duly completed and executed by the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement;Borrower. (e) The Administrative Agent shall have received a certificate, dated the approval First Amendment Effective Date and signed by the President, an Executive Vice President or a Financial Officer of the SGX-ST being obtained Borrower, confirming compliance with the conditions set forth in respect paragraphs (a) and (b) of Section 4.02 of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”)Credit Agreement, as amended hereby, and the Consideration SharesSection 2.9(g) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;hereof. (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs The Administrative Agent shall have received all fees and Mergers (“Takeover Code”), other amounts due and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof payable on or prior to the Completion First Amendment Effective Date;, including, to the extent invoiced five (5) Business Days prior to closing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (mg) As of the First Amendment Effective Date, no Material Adverse Change exists. (h) The Lenders shall have received (i) the Shares remaining listed on audited financial statements for the SGX-ST Borrower and not having been halted or suspended its Subsidiaries for the period ended December 31, 2004, (ii) the unaudited financial statements for the Borrower and its Subsidiaries for the fiscal quarter ending June 30, 2005, and (iii) a certificate from trading for a period the chief financial officer of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection the Borrower reflecting pro forma compliance with Section 6.07 of the Sale and Purchase Agreement; andCredit Agreement as of June 30, 2005. (ni) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties Administrative Agent shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or have received such other date information, documents or instruments as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party it or its counsel may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: This Agreement shall (a) become effective upon the completion occurrence of each of the Placement Exercisefollowing: (i) execution and delivery to the Bank of (1) this Agreement by each party hereto and a $40,000,000 Line of Credit Note by the Additional Borrower substantially in the form executed and delivered by the Original Borrower at the Closing, (2) a Borrower's Closing Certificate from the Additional Borrower, (3) a certificate of an officer of the Additional Borrower certifying as to the incumbency and signatures of such officer of the Additional Borrower signing, as soon applicable, this Agreement and any other Loan Documents executed on the date hereof, (4) a written opinion of counsel to the Additional Borrower, dated as reasonably practicable, but in any case within 21 days of the date of this Agreement and addressed to Bank, in form and substance acceptable to Bank with respect to this Agreement and the Sale and consummation of the transactions (the "Stock Purchase") contemplated by the Stock Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares ; and (ii) delivery to vote in favour the Bank of (1) a copy of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue resolutions of the Consideration Shares Additional Borrower's board of directors authorizing the execution, delivery and performance of this Agreement, the Introducer Shares); (ii) (if the eligibility requirements under the listing rules Line of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the CompanyCredit Note, which if passed by independent Shareholders would result in a waiver and any other Loan Document executed by the independent Shareholders of their right to receive a mandatory general offer from Additional Borrower on the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”)date hereof, if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated a copy, certified as of the most recent date practicable by the Company secretary of state (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman or similar Governmental Authority) of the Company state, province, or other Jurisdiction where the Additional Borrower is organized, of the Additional Borrower's Organizational Documents filed with such secretary of state (collectivelyor similar Governmental Authority), (3) a copy of the "Relevant Directors"Additional Borrower's other Organizational Documents, (4) a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of each Jurisdiction in which the Additional Borrower is organized as to the existence and good standing of the Additional Borrower within such Jurisdiction (unless such Governmental authorities do not issue such certificates of existence and/or good standing), and the rest a certificate, as of the new Directors shall be nominated by most recent date practicable, of the Vendorsecretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of the Additional Borrower as a foreign entity doing business in each such state (unless such Governmental Authorities do not issue such certificates of existence and/or good standing); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively5) lien search reports showing no Liens, except for the Permitted Liens, against the assets of, or the stock issued by, the "Transactions"); Additional Borrower, (d6) evidence satisfactory to Bank that the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being Additional Borrower has obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if all insurance policies as required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs Credit Agreement, together with evidence satisfactory to Bank that all premiums therefor have been paid and Mergers (“Takeover Code”), and that all such grant remaining policies are in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 (7) an executed copy of the Takeover Code for Stock Purchase Agreement (and all exhibits, schedules and amendments thereto) between the Shares not owned or controlled by Original Borrower and the Vendor Concert Group and from having to comply with the requirements of Rule 14 owners of the Takeover Code, subject to the passing capital stock of the Whitewash Resolution and such other conditions that Additional Borrower (the SIC may impose which are reasonably acceptable to the Vendor"Stock Purchase Agreement"), and to the extent that (8) receipt and approval by Bank of any such conditions are other items reasonably required to be fulfilled or satisfied on or before Completionprovided to Bank, they are so fulfilled; and not otherwise set forth above, and (gb) the Company Independent Valuation Reportafter becoming effective, the Target Independent Valuation Report be deemed to be executed and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance delivered simultaneously with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results consummation of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameStock Purchase.

Conditions Precedent. Completion Unless specifically waived by the Parties, the completion of the Proposed Acquisition is conditional upon the following conditions and delivery and execution of the following items (collectively, the "Conditions Precedent") being fulfilled (or waived) on or prior to Completion:, and each a "Condition Precedent"): (a) the completion results of a legal, financial and technical due diligence investigation on the Placement ExerciseCompany, as soon as reasonably practicableto be conducted by the Vendors and their advisers, but being satisfactory in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)relation to all aspects; (b) the Company shallresults of a legal, prior financial and technical due diligence investigation on the Target Company, to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) be conducted by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxxand its advisers, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake being satisfactory in relation to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMall aspects; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including upon the allotment and issue terms of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of SPA being approved by the SGX-ST as (“Mainboard”part of) or a reverse takeover by the Company pursuant to Part VIII, Chapter 10 of the Catalist Board of Rules, as relevant, and where approval from the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being is obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to any conditions, such conditions being reasonably acceptable to the Parties Company, the Vendors and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before CompletionTarget Company; (d) the approval of the Board and Shareholders having been obtained, and such approval remaining not having been revoked or amended, for the entry into, implementation and completion of the transactions contemplated in full force the SPA, including in particular: (i) the Proposed Acquisition; (ii) the Proposed Share Consolidation; (iii) the allotment and effectissuance of the Consideration Shares in accordance with the terms of the SPA; (iv) the proposed Whitewash Resolution; (v) the allotment and issuance of the Introducer Shares and the PPCF Shares in accordance with the terms of the SPA; (vi) the change of the Company’s name to “Shanaya Limited” or such name as the Vendors may decide (subject to prior approval for the new name being obtained from the Accounting and Corporate Regulatory Authority of Singapore); (vii) the appointment of such new directors onto the new Board as nominated by the Vendors and cleared by PPCF; and (viii) any additional terms as may be agreed among the Parties; (e) on the Completion Date, the Target Company being wholly, legally and beneficially owned by the Vendors and the Vendors not holding their interests therein on trust for other parties; (f) no capitalisation activities, re-organisation, amalgamation, restructuring, take-over or change in shareholding or changes in the Securities Industry Council share capital structure of the Target Company nor any insolvency events affecting the Target Company and/or any Vendors; (“SIC”g) having granted all necessary approvals, waivers, consents, licences, permits, authorisations and/or registrations from/ with all relevant governmental, regulatory and other authorities, financiers, counterparties and/or third parties (if any) of the Vendor Concert Group under Company, the Singapore Code on Take-overs Target Company and/or the Target Business in respect of the Proposed Acquisition being obtained and Mergers (“Takeover Code”), and such grant remaining being in full force and effecteffect and not having been withdrawn, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned suspended, revoked, amended or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably not acceptable to the VendorCompany, the Vendors and the Target Company, and to the extent that any if such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledsuch conditions being fulfilled before Completion, including but not limited to: (i) the approval in-principle being granted by the SGX-ST for the Proposed Acquisition, being a reverse takeover under Rule 1015 of the Catalist Rules; (gii) the Company Independent Valuation Reportreceipt of a listing and quotation notice from SGX-ST for the dealing and quotation of the Consideration Shares, the Target Independent Valuation Report Introducer Shares and a report (which may be a NI 43the PPCF Shares on the Catalist of the SGX-101 report ST, such notice or an equivalent report) prepared by a qualified person (as defined under approval not being revoked, rescinded or cancelled prior to completion of the Listing Rules) in relation Proposed Acquisition and, where such listing and quotation notice is obtained subject to any conditions or restrictions, such conditions or restrictions being reasonably acceptable to the Target Group's mining assets in accordance with Parties; and (iii) the Listing Rules being issued in compliance with SIC having granted the Listing RulesVendors and their concert parties (and not having revoked or repealed such grant) the Whitewash Waiver; (h) the delivery of a disclosure letter by the Company and the Vendors respectively to the other Party, in such form to be mutually agreed in writing, which shall include all disclosures pertaining to its respective business in connection with the Proposed Acquisition; (i) an unqualified opinion by the independent financial adviser (the “IFA”) that the Whitewash Resolution to be sought from the Shareholders is fair, reasonable and not prejudicial to the interests of the independent Shareholders; (j) each of the warranties provided by the Vendors and the Company being complied with and is true, accurate and complete as at the date of the SPA and until the Completion Date; (k) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change (as determined by the Company in its reasonable discretion) in the assets, prospects, performance, operations or financial position or results conditions of the operations of the Group Target Company occurring on or before the Completion Date; (l) the Vendors undertaking to maintain: (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change its entire equity interest in the assets, prospects, performance, financial position or results Company at the listing date of the Consideration Shares for a period of not less than six (6) months commencing from the listing date of the Consideration Shares; and (ii) not less than fifty percent (50%) of the entire equity interest in the Company at the listing date of the Consideration Shares for a subsequent period of six (6) months thereafter; (m) no relevant government authority taking, instituting, implementing or threatening to take, institute or implement any action, proceeding, suit, investigation, inquiry or reference, or making, proposing or enacting any statute, regulation, decision, ruling, statement or order or taking any steps to do so, and there not continuing to be in effect or outstanding any statute, regulation, decision, ruling, statement or order which would or might: (i) make the Proposed Acquisition or any transaction contemplated under the SPA or any other transactions in connection therewith and incidental thereto, void, illegal and/or unenforceable or otherwise restrict, restrain, prohibit or frustrate or be adverse to the same; and/or (ii) render the Company being unable to acquire all or any of the Sale Shares in the manner set out in the SPA; (n) the Vendors and the Target Company not having received notice of any injunction or other order, directive or notice restraining or prohibiting the consummation of the transactions contemplated by the SPA, and there being no action seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such injunction, order or action which is threatened; (o) save that the Company is currently a cash company pursuant to the SGX-ST’s letter dated 1 April 2020, the Company remaining listed on the Catalist from the date of the SPA up till completion of the Proposed Acquisition, and no condition exists which would affect the continued listing of the Company on the Catalist; (p) all the licenses, permits, consents, approvals, authorisations, waivers and exemptions which are required and/or advisable for the purpose of conducting and carrying on the business and operations of the Target Group occurring on Company (“Licenses and Permits”) remaining in force and not being expired or before revoked and there being no occurrence which could result in any of the Licenses and Permits being revoked as at the Completion Date; (jq) all approvalsthe Company proposing and undergoing the Proposed Share Consolidation, filings, exemptions to comply with and satisfy the listing requirements specified in the Catalist Rules. The Proposed Share Consolidation will not involve a diminution of any liability in respect of unpaid capital or waivers by regulatory authorities and bodies (if required) in relation the payment to any shareholder of any paid-up capital of the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the PartiesCompany, and all such approvals and filings remaining in full force and has no effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties shareholders’ funds of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase AgreementCompany; and (nr) all representations the execution and warranties performance of each party under the Sale and Purchase Agreement SPA by the Parties not being true and accurateprohibited in any material aspects by any relevant applicable statute, in all material respects as at the Completion Dateorder, rule, directive or regulation promulgated by any applicable legislative, executive or regulatory body or authority. The parties shall cooperate Vendors and the Company undertake to use all reasonable their best endeavours to procure assist each other to the extent permitted by applicable laws in any actions or filings necessary to achieve the fulfilment of the Conditions Precedent and will regularly inform each other without undue delay of the progress of the fulfilment of each Condition Precedent and notify the other party in writing as soon as possible they are aware of the fulfilment of a Condition Precedent or that a Condition Precedent has become incapable of fulfilment. The Vendors and the Company may, upon mutual agreement, waive (in whole or in part) all or any event of the Conditions Precedent set out above. For the avoidance of doubt, any such waiver shall not prejudice the Vendors’ or the Company’s rights in respect of the non-fulfilment of the same. If any of the Conditions Precedent are not fulfilled (or is not waived in writing) by 21 May 2022 (being the date falling 12 calendar nine (9) months from the date of the Sale and Purchase Agreement) SPA, being 28 June 2021 (the “Long Stop Date”), or such other date as may be mutually agreed in writing between the Parties, the Parties may agree in writing), subject shall be entitled to any directives that elect to be released from their obligations under the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”)SPA by written notice, and shall provide each other with upon issuance of such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. Ifwritten notice, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any all obligations of the Conditions Precedent from being satisfied by Parties under the Long-Stop Date, it SPA shall immediately inform the other Party of the sameipso facto cease.

Conditions Precedent. Completion This Amendment shall become effective as of the Proposed Acquisition is conditional date hereof upon (and only upon) satisfaction of the following conditions precedent ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:the “Fifth Amendment Effective Date”): ​ (a) a. The Administrative Agent shall have received duly executed originals of this Amendment from each Obligor and each Lender; ​ b. The Administrative Agent shall have received evidence that all material governmental, shareholder, board of director and third party consents and approvals necessary in ​ ​ ​ connection with the completion execution, delivery and performance of this Amendment and the Placement Exerciseother transactions contemplated thereby have been obtained; ​ c. The Administrative Agent shall have received, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Administrative Agent, a certificate from the secretary or a member of the total Shares board of directors or other equivalent officer of each Obligor, together with certified copies of each of the following attachments (to the extent applicable in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for:relevant jurisdiction): ​ (i) the Proposed Acquisition (including the allotment and issue copies of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customersor, to the extent such approvalsdocument has not changed since the last delivery thereof to the Administrative Agent, consents a certification of no change to the articles of incorporation or waivers are material in other charter documents, as applicable, of such Obligor certified to be true and complete as of a recent date by the context appropriate governmental authority of the Transactionsjurisdiction of its incorporation or organization; ​ (ii) (if required) being obtained or made on terms reasonably acceptable a copy of or, to the partiesextent such document has not changed since the last delivery thereof to the Administrative Agent, a certification of no change to the bylaws or comparable operating agreement of such Obligor; ​ (iii) copies of certificates of good standing, existence or its equivalent with respect to such Obligor certified as of a recent date by the appropriate governmental authorities of the jurisdiction of incorporation or organization and all such approvals, consents or waivers remaining each other jurisdiction in full force which the failure to so qualify and effect be in good standing could reasonably be expected to have a Material Adverse Effect on the Completion Date;business or operations of such Obligor; ​ (liv) no governmental authority or court copies of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having resolutions of (i) the effect board of making any directors of such Xxxxxxx and (ii) the shareholders' meeting of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to Swiss Borrower, approving and adopting this Amendment, the Completion Date; (m) the Shares remaining listed on the SGX-ST transactions contemplated herein and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale authorizing execution and Purchase Agreementdelivery thereof; and (nv) incumbency signatures of appropriate officers or authorized signatories of such Obligor, including each officer or authorized signatory executing this Amendment; ​ d. The Administrative Agent shall have received a certificate of a senior officer of the U.S. Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, (i) no Default or Event of Default has occurred and is continuing or will occur as a result of the consummation of the transactions contemplated hereby and (ii) all representations and warranties of each party under contained in the Sale and Purchase Agreement being Credit Documents are true and accurate, correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty); ​ e. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and Lenders, opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Obligors dated as at of the Completion Date. date hereof and addressed to the Administrative Agent and each Lender; ​ f. The parties Borrowers shall cooperate have paid to the Lead Arrangers (as defined in the Fee Letter (defined below)), the Administrative Agent and use the Lenders all fees and expenses required ​ ​ ​ to be paid on the Fifth Amendment Effective Date pursuant to the Credit Documents and the Fee Letter, dated as of June 28, 2023, among the Borrower and the Lead Arrangers (the “Fee Letter”); and ​ g. The Borrowers shall have paid all reasonable endeavours costs, fees and expenses paid or incurred by the Administrative Agent incident to procure this Amendment and the fulfilment transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses of the Conditions Precedent as soon as possible Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents and instruments, in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing)each case, subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover extent invoiced at least (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time 2) two Banking Days prior to the Completion Fifth Amendment Effective Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion This Amendment shall become effective as of the Proposed Acquisition is conditional upon date hereof (the "Third Amendment Effective Date") once each of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent has been satisfied: (a) the completion Administrative Agent shall have received counterparts of (i) this Amendment, duly executed and delivered (which may be by telecopy) by each of the Placement ExerciseLoan Parties, as soon as reasonably practicablethe Lenders, but in any case within 21 days the Agents and the other parties hereto, and (ii) a cash collateral account agreement relating to the Debt Proceeds Account, duly executed and delivered (which may be by telecopy) by each of the date of Borrower and the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Collateral Agent; (b) the Company shallAdministrative Agent shall have received a certified copy of the resolutions of the Board of Directors of the Borrower and each other Loan Party evidencing its approval of this Amendment and the other Loan Documents and matters contemplated hereby, prior and a certified copy of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to its EGM to approve this Amendment and the Transactions (as defined in sub- paragraph other Loan Documents; (c) below)the Administrative Agent shall have received favorable legal opinions of Cooley Godward LLP and Konowiecki & Rank LLP, procure acting as counxxx xx each of the execution of irrevocable undertakings (Loan Parties, in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Administrative Agent; (d) the completion Administrative Agent shall have received all documents it may reasonably request relating to the existence and good standing of the Shareholders’ Loan Capitalisation and/or Parties and to the repayment of the Shareholders' Loansauthorization, further details of which are set out in paragraph 4.11 execution and delivery of this announcementAmendment and the other Loan Documents and other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its counsel in their reasonable discretion; (e) the approval of Administrative Agent shall have received from the SGX-ST being obtained in respect of the relevant Transactions chief financial officer (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably or other Responsible Officer acceptable to the Parties Administrative Agent) of the Borrower a certificate to the effect that as of the date hereof all representations and if required warranties made by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, Borrower and such approval remaining each other Loan Party in full force this Amendment and effecteach other Loan Document are true and correct in all material respects; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs no Default or Event of Default shall have occurred and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledcontinuing; (g) the Company Independent Valuation ReportAdministrative Agent, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or on behalf of each Lender, shall have received an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation amendment fee equal to the Target Group0.75% of each such Lender's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rulesaggregate Commitments after giving effect to transactions contemplated hereby; (h) no material adverse change or events, acts or omissions reasonably likely the Borrower shall have paid any and all out-of-pocket costs (to lead to such material adverse change in the assets, prospects, performance, financial position or results extent invoiced) incurred by the Agents (including the reasonable fees and expenses of the operations Agents' legal counsel), and any and all fees and other amounts payable to the Agents, any of Lenders or any of their respective Affiliates that are in addition to the Group occurring on or before amounts payable pursuant to clause (g) above, in each case in connection with the Completion Datenegotiation, preparation, execution and delivery of this Amendment; (i) no material adverse change the Borrower shall have reduced the aggregate Commitments under the Term A Facility and the Revolving Credit Facility, collectively, by an amount equal to $40 million or eventsmore, acts or omissions reasonably likely with at least $40 million of such commitment reductions being allocated pro rata to lead the Term A Facility and the Revolving Credit Facility (and with the Borrower making any corresponding prepayments required pursuant to such material adverse change Section 2.06(b) of the Credit Agreement), resulting in the assetsaggregate Commitments under the Term A Facility and Revolving Credit Facility, prospectscollectively, performance, financial position being reduced to $735 million or results of the operations of the Target Group occurring on or before the Completion Date;less; and (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) the Administrative Agent shall have received certificates in relation the form of Exhibit E to the Sale and Purchase Credit Agreement and the Transactions being obtained or made on terms reasonably acceptable attesting to the PartiesSolvency of each Loan Party (other than PacifiCare eHoldings, Inc., RxConnect, Inc. and all such approvals PacifiCare Ventures, Inc.) before and filings remaining in full force and after giving effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankersAmendment, suppliers and customers, to the extent such approvals, consents from its Treasurer or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameChief Financial Officer.

Conditions Precedent. Completion This Amendment shall become effective upon the satisfaction of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") the first date on which all of the following conditions have been satisfied being fulfilled (or waived) on or prior referred to Completion:herein as the “Effective Date”): (a) the completion of the Placement Exercise, as soon as reasonably practicable, but The representations and warranties set forth in any case within 21 days of the date of the Sale this Amendment shall be true and Purchase Agreement (or such other date as may be agreed between the Parties in writing);correct. (b) the Company shallNo Event of Default, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below)Collateral Manager Termination Event, procure the execution Unmatured Event of irrevocable undertakings (in such form Default or Deleveraging Event has occurred and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxxis continuing, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM;or would result from entering into this Amendment. (c) The Administrative Agent, the requisite approval Group Agents and the Lenders shall have received each of Shareholders at the EGM being obtained forfollowing in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares this Amendment and the Introducer Shares)Fee Letter, each duly executed and delivered by the parties thereto; (ii) (if A) a certificate executed by the eligibility requirements under the listing rules Secretary of the Mainboard Borrower, dated the Effective Date, certifying that (i) copies of the SGX-ST (“Mainboard”) or Catalist Board organizational documents of the SGX-ST Borrower provided on the Closing Date continue to be a true and correct copies thereof as in effect on the Effective Date (“Catalist”or, if any such organizational documents have been amended or modified, that attached thereto are true and correct copies of such organizational documents as in effect on the Effective Date), and (ii) (as attached thereto are true and correct copies of resolutions duly adopted by the case may be) (“Listing Rules”) are met) Borrower and continuing in effect, which authorize the transfer execution, delivery and performance by the Borrower of this Amendment and the consummation of the listing status transactions contemplated hereby, and (B) a certificate as to the good standing of the Company Borrower as of a recent date from the Catalist to Secretary of State of the Mainboard (the “Mainboard Transfer”)state of its organization; (iii) an ordinary resolution lien searches showing no liens on the Collateral Portfolio other than the liens in favor of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”);Collateral Agent; and (iv) the Share Consolidation (opinion of Dechert LLP, as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted special counsel to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (Borrower, the “Shareholders’ Loan Capitalisation”)Collateral Manager and the Transferor, if necessary; (vi) the proposed appointment or re-appointment (covering such legal matters as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Administrative Agent may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion This Amendment and its provisions shall become effective on the first date on all of the Proposed Acquisition is conditional upon following shall have occurred (the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:“Amendment Effective Date”): (a) the completion Buyers shall have received this Amendment, executed and delivered by an authorized officer of each of Seller and the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Guarantor; (b) the Company shallBuyers shall have received the Pledge Agreement, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form executed and substance satisfactory to the Vendor) delivered by Shareholders who hold an aggregate of at least 50.1% authorized officer of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMGuarantor; (c) the requisite approval Buyers shall have received the Letter Agreement Regarding Guarantor Hedging Agreements, executed and delivered by an authorized officer of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue each of the Consideration Shares Guarantor and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Seller; (d) the completion Buyers shall have received from Seller an extension fee of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement$300,000; (e) the approval Buyers shall have received an opinion of counsel to Seller and the Guarantor with respect to (i) due authorization, execution and delivery of this Amendment, the Pledge Agreement and the Letter Agreement Regarding Guarantor Hedging Agreements, (ii) enforceability of this Amendment, the Pledge Agreement, the Letter Agreement Regarding Guarantor Hedging Agreements and the Guarantee and (iii) the perfection of the SGX-ST being obtained Buyers’ security interests in respect of the relevant Transactions (including in-principle approval for Pledge Agreement and other “Pledged Collateral under the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before CompletionPledge Agreement, and such approval remaining opinion shall be reasonably satisfactory to the Buyers in full force form and effect;substance; and (f) each of Guarantor and Banc of America Securities LLC acknowledges and agrees that the Securities Industry Council (“SIC”extension fee payable as a condition precedent to the effectiveness of this Amendment pursuant to Section 2(d) having granted the Vendor Concert Group under the Singapore Code on Take-overs of this Amendment and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 shall be considered an additional component of the Takeover Code “upfront fee” for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 purposes of the Takeover Code, subject calculation of the “Structuring and Placement Fee” payable pursuant to the passing terms of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameCDO Engagement Letter.

Conditions Precedent. Completion This Fifth Amendment shall become effective as of the Proposed Acquisition is conditional upon first date (the following “Fifth Amendment Effective Date”) when each of the conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionset forth in this Section 5 shall have been satisfied: (a) the completion Administrative Agent’s shall have received counterparts of (i) this Fifth Amendment executed by the Placement ExerciseBorrowers, as soon as reasonably practicableeach other Loan Party, but in any case within 21 days of the date of Administrative Agent and the Sale Lenders and Purchase Agreement (or such other date as may be agreed between ii) the Parties in writing)Fifth Amendment Fee Letter executed by the Borrowers and the Administrative Agent; (b) the Company shallAdministrative Agent shall have received an executed amendment to the Term Loan Credit Agreement, prior to its EGM to approve dated as of the Transactions (as defined Fifth Amendment Effective Date, in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMAdministrative Agent; (c) the requisite approval of Shareholders at Administrative Agent shall have received an executed consent under the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue Intercreditor Agreement, dated as of the Consideration Shares Fifth Amendment Effective Date, in form and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist substance satisfactory to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Administrative Agent; (d) the completion Administrative Agent shall have received a Secretary’s certificate for each Loan Party certifying as to (i) resolutions of the Shareholders’ Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Capitalisation and/or Documents to which such Loan Party is a party, and (ii) incumbency of officers (including specimen signatures) evidencing the repayment identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Shareholders' Loans, further details of other Loan Documents to which are set out in paragraph 4.11 of this announcementsuch Loan Party is a party; (e) the approval of the SGX-ST being obtained Administrative Agent shall have received an updated Budget, in respect of the relevant Transactions (including in-principle approval for the listing form and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable substance satisfactory to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectAdministrative Agent; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Administrative Agent shall have received Uniform Commercial Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which search results showing only those Liens as are reasonably acceptable to the Vendor, Administrative Agent and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledLenders; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and Administrative Agent shall have received a report (which may be a NI 43-101 report or an equivalent report) prepared certificate signed by a qualified person Responsible Officer of the Borrower Agent certifying that, after giving effect to this Amendment, (i) each Borrower is Solvent and (ii) the Loan Parties, taken as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules;a whole, are Solvent; and (h) no material adverse change or eventsthe Administrative Agent shall have been paid all fees and expenses (including all reasonable and documented out-of-pocket costs, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results fees and expenses of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation counsel to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (kAdministrative Agent) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is owing in connection with the Sale execution and Purchase Agreement; and delivery of this Agreement including pursuant to (ni) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being Fifth Amendment Fee Letter dated the date falling 12 calendar months from hereof, by and among the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue Borrowers and the Listing Rules in relation to Administrative Agent and (ii) the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameAmended Credit Agreement.

Conditions Precedent. Completion This Agreement shall become effective (the “Third Amendment Effective Date”) subject to the satisfaction (or waiver) of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionconditions: (a) the completion Administrative Agent shall have received counterparts of this Agreement duly executed by the Placement ExerciseParent Borrower, as soon as reasonably practicablethe Administrative Agent, but in any case within 21 days of the date of Third Amendment Extending Revolving Lenders and the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)L/C Issuers; (b) as of the Company shallThird Amendment Effective Date, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below)no Default shall exist, procure the execution of irrevocable undertakings (in such form and substance satisfactory or would result from after giving effect to the Vendor) transactions contemplated by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMthis Agreement; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment representations and issue warranties of the Consideration Shares Parent Borrower set forth in Section 7(c) hereof shall be true and correct in all material respects on the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist Third Amendment Effective Date; provided that, to the Mainboard extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right after giving effect to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”any qualification therein) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) all respects on such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")respective dates; (d) the completion Administrative Agent shall have received certificates of Responsible Officers of the Shareholders’ Loan Capitalisation and/or the repayment Parent Borrower, copies of Organization Documents of the Shareholders' LoansParent Borrower, further details of which are set out in paragraph 4.11 resolutions authorizing the execution and delivery of this announcementAgreement or other action and incumbency certificates of Responsible Officers of the Parent Borrower, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for the Parent Borrower; (e) the approval Administrative Agent shall have received an opinion (addressed to the Administrative Agent, the Collateral Agent, the Lenders and L/C Issuers and dated as of the SGX-ST being obtained in respect Third Amendment Effective Date) of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”)i) Xxxxxxxx & Xxxxx LLP, and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable New York counsel to the Parties Parent Borrower and if required by (ii) Goodmans LLP, Canadian local counsel to the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectParent Borrower; (f) the Securities Industry Council (“SIC”) having granted Administrative Agent shall have received a certificate attesting to the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 Solvency of the Takeover Code for Parent Borrower and its Subsidiaries (on a consolidated basis) on the Shares not owned Third Amendment Effective Date after giving effect to this Agreement and the transactions contemplated thereby, from the Parent Xxxxxxxx’s chief financial officer or controlled by the Vendor Concert Group and from having to comply other officer with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledequivalent duties; (g) the Company Independent Valuation ReportAdministrative Agent shall have received a certificate, dated as of the Target Independent Valuation Report and Third Amendment Effective Date, of a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under Responsible Officer of the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in Parent Borrower, confirming compliance with the Listing Rulesconditions set forth in Section 5(b) and (c) above; (h) no material adverse change or events, acts or omissions reasonably likely the Administrative Agent shall have received a Note executed by the Parent Borrower in favor of each Third Amendment Extending Revolving Lender that has requested such Note at least five (5) Business Days prior to lead to such material adverse change the Third Amendment Effective Date as provided in the assets, prospects, performance, financial position or results Section 2.11(a) of the operations of Credit Agreement; provided that, to the Group occurring on extent such Third Amendment Extending Revolving Lender holds an existing Note, such Third Amendment Extending Revolving Lender shall have returned (or before made arrangements reasonably satisfactory to the Completion Dateapplicable Borrower to promptly return) to the Parent Borrower such existing Note; (i) no material adverse change or eventsBofA Securities, acts or omissions reasonably likely Inc. shall have received all fees payable to lead to such material adverse change in it as contemplated by the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion DateThird Amendment Engagement Letter; (j) all approvalsthe Administrative Agent shall have received, filingson account of each Third Amendment Extending Revolving Lender, exemptions or waivers by regulatory authorities and bodies (if required) a fully earned, non-refundable upfront fee in relation an aggregate amount equal to 0.075% of the Sale and Purchase Agreement and aggregate principal amount of the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all Third Amendment Extended Revolving Commitments of such approvals and filings remaining in full force and effect on the Completion Date;Third Amendment Extending Revolving Lender; and (k) the Administrative Agent shall have received all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers other fees and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, other amounts due and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof payable on or prior to the Completion Third Amendment Effective Date; (m) , including, to the Shares remaining listed on the SGX-ST and not having been halted extent invoiced, reimbursement or suspended from trading for a period payment of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours and documented out-of-pocket expenses required to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (be reimbursed or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied paid by the Long-Stop Date, it shall immediately inform the Parent Borrower hereunder or under any other Party of the sameLoan Documents.

Conditions Precedent. Completion This Amendment No. 6 shall -------------------- become effective (the actual date of such effectiveness, the "Amendment --------- Effective Date") as of the Proposed Acquisition is conditional upon date first above written subject to satisfaction of -------------- the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior precedent in form and substance satisfactory to Completionthe Operating Agent: (a) Counterparts hereof shall have been duly executed and delivered by the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)parties hereto; (b) the Company shallOperating Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Seller and the Servicer, prior dated as of the Amendment Effective Date, and certifying (i) the names and true signatures of the officers authorized on its behalf to its EGM sign this Amendment No. 6, (ii) a copy of such party's certificate of incorporation and by-laws, and (iii) a copy of the resolutions of the board of directors of such party approving this Amendment No. 6 and the related transactions to approve the Transactions (as defined which it is a party, all in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Operating Agent. Such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the total Shares in the capital date of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMcertificate; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue Operating Agent shall have received an Officer's Certificate from each of the Consideration Shares Seller and the Introducer Shares); (ii) (if Servicer in the eligibility requirements under the listing rules forms of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the CompanyAnnexes A-1 and A-2 hereto, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")respectively; (d) the completion PSC shall have received a certificate of the Shareholders’ Loan Capitalisation and/or the repayment Secretary or an Assistant Secretary of the Shareholders' LoansOriginator, further details dated as of the Amendment Effective Date, and certifying (i) the names and true signatures of the officers authorized on its behalf to sign this Amendment No. 6, (ii) a copy of the Originator's certificate of incorporation and by-laws, and (iii) a copy of the resolutions of the board of directors of the Originator approving this Amendment No. 6 and the related transactions to which are set out in paragraph 4.11 it is a party. Such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of this announcement;the date of such certificate; and (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing PSC and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and Pameco shall have taken such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, actions and to the extent that any provided such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date documentation as the Parties Operating Agent may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion This Agreement shall become effective as of the Proposed Acquisition is conditional Effective Date upon satisfaction of all of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior set forth in this Section 3 to Completionthe satisfaction of Administrative Agent: (a) the completion The Administrative Agent shall have received this Agreement executed and delivered by each of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of Borrowers and by the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Lenders. (b) No Default or Event of Default shall exist as of the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph Effective Date. (c) below)The Administrative Agent shall have received (i) a certificate from each Loan Party’s Secretary, procure Assistant Secretary, Chief Financial Officer, or other officer acceptable to the execution Administrative Agent (x) attaching thereto the Organization Documents which are true and complete copies as in effect on the date thereof, (y) attaching thereto resolutions of irrevocable undertakings each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on such Loan Party’s behalf, all certified in such each instance by its Secretary, Assistant Secretary, Chief Executive Officer or other officer acceptable to the Administrative Agent and (z) attaching thereto a certificate of good standing, or nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable; (ii) UCC lien searches from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable, in respect of the Loan Parties in form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno Administrative Agent; and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution a legal opinion of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted counsel to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, form and substance satisfactory to the "Transactions");Administrative Agent. (d) The Administrative Agent shall have received the completion fees as set forth in that certain engagement letter dated as of November 6, 2023, between the ShareholdersBorrowers’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), Agent and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameAdministrative Agent.

Conditions Precedent. Completion of The conditions precedent referred to in Clause 3.1 are that the Proposed Acquisition is conditional upon Agent shall have received the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but documents and evidence in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties all respects in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the VendorAgent and its lawyers on or before 15 July 2014 (or such later date as the Agent may agree with the Borrowers): (a) originals of this Agreement, the New Mortgage and the QEL Confirmation each duly executed by Shareholders who hold the parties to it; (b) an aggregate original of at least 50.1% of an amendment to the total Shares in Master Agreement entered into between GAS-five and Nordea Bank Finland Plc duly executed by the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake parties to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMit; (c) the requisite approval an original of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist an amendment to the Mainboard (Master Agreement entered into between the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver Borrowers and ABN AMRO Bank N.V. duly executed by the independent Shareholders of their right parties to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")it; (d) the completion documents of the Shareholders’ Loan Capitalisation and/or the repayment kind specified in Schedule 4, Part A, paragraphs 2, 3, 4 and 5 of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of Existing Loan Agreement as amended and supplemented by this announcementAgreement and updated with appropriate modifications to refer to this Agreement and the New Mortgage; (e) documentary evidence that the approval agent for service of the SGX-ST being obtained process named in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectClause 11 has accepted its appointment; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled favourable legal opinion from lawyers appointed by the Vendor Concert Group and from having to comply with Agent on such matters concerning the requirements laws of Rule 14 of Bermuda as the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC Agent may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledrequire; (g) documentary evidence that the Company Independent Valuation Report, New Mortgage has been duly registered against the Target Independent Valuation Report and Ship named “GASLOG SKAGEN” as a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets valid first preferred Bermudan ship mortgage in accordance with the Listing Rules being issued in compliance with the Listing Ruleslaws of Bermuda; (h) no material adverse change or events, acts or omissions reasonably likely evidence satisfactory to lead the Agent that the conditions precedent to such material adverse change in the assets, prospects, performance, financial position or results occurrence of the operations Effective Date as set out in clause 9.1 of the Group occurring on or before the Completion DateNew Loan Agreement have been met; (i) no material adverse change or events, acts or omissions reasonably likely an acknowledgement by GAS-six and the Guarantors to lead to such material adverse change in the assets, prospects, performance, financial position or results Agent of the operations aggregate principal amount of the Target Group occurring on or before Loan which will be outstanding under the Completion Existing Loan Agreement (once amended and restated by this Agreement and immediately following the occurrence of the Effective Date) and the amount of each quarterly repayment instalment of the Loan under such Existing Loan Agreement; (j) all approvalsthat, filingson or before service of the Effective Date Notice, exemptions or waivers by regulatory authorities and bodies (if required) the Agent has received the handling fee referred to in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date;Clause 8.1; and (k) all necessary approvalsany further opinions, consents or waivers consents, agreements and documents in connection with this Agreement, the Finance Documents and the New Mortgage which the Agent may request by contracting third parties of the parties in relation notice to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or Borrowers prior to the Completion Effective Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all . 4 representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.WARRANTIES

Conditions Precedent. Completion The obligations of the Proposed Acquisition is conditional upon parties under this Agreement are subject to the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) the completion of the Placement Exercise, The representations and warranties contained herein shall be accurate as soon as reasonably practicable, but in any case within 21 days of the date of delivery of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Securities. (b) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Company shall(the “Company Counsel”), prior shall have delivered opinions, dated the Closing Date, addressed to each Holder and to the New Indenture Trustee, in substantially the form set out in Annex A-I and Annex A-II hereto and Xxxxxxx LLP, Maryland counsel for the Company (“Venable”), shall have delivered an opinion, dated the Closing Date, addressed to the Holders and the New Indenture Trustee, in substantially the form set out in Annex A-III hereto. In rendering its EGM opinion, the Company Counsel and Venable may rely as to approve factual matters upon certificates or other documents furnished by officers, directors and trustees of the Transactions (Company and by government officials; provided, however, that copies of any such certificates or documents are delivered to the Holders and the New Indenture Trustee), and by and upon such other documents as defined such counsel may, in sub- paragraph their reasonable opinion, deem appropriate as a basis for the Company Counsel and Venable opinions. The Company Counsel and Venable may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. (c) below)The Holders of the Securities shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, procure special counsel for the execution New Indenture Trustee, dated as of irrevocable undertakings (in such form and substance satisfactory the Closing Date, addressed to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Holders of the total Shares Securities and their successors and assigns, in substantially the capital form set out in Annex B hereto. (d) The Company shall have furnished to the Holders of the Company (including Xxxxxx XxxxxxxxSecurities a certificate of the Company, Sudiarso Prasetiosigned by the Chief Executive Officer, Sujono Hadi Sudarno President or an Executive Vice President, and Anastasia Xxxxxxx Xxxxxxx)the Chief Financial Officer, under which such Shareholders shall undertake Treasurer or Assistant Treasurer of the Company, in their capacities as such, dated as of the Closing Date, as to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forbelow: (i) the Proposed Acquisition (including the allotment representations and issue warranties in this Agreement are true and correct on and as of the Consideration Shares Closing Date, and the Introducer Shares);Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) (if since the eligibility requirements under the listing rules date of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Companylatest Financial Statements, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) there has been no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assetscondition (financial or other), prospectsearnings, performance, financial position business or results assets of the operations of the Group Company and its subsidiaries, taken as a whole, whether or not arising from transactions occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assetsordinary course of business, prospects, performance, financial position or results of other than the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material disclosure set forth in the context of the Transactions) Exchange Act Reports, which disclosure shall not be deemed to constitute a Material Adverse Change (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making a “Material Adverse Change”). If any of the Transactions illegal conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Agreement, or otherwise prohibiting consummation thereof on if any of the opinions, certificates and documents mentioned above or prior elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Completion Date; (m) Holders of the Shares remaining listed on Securities or their counsel, this Agreement and any obligations of any TRUPS Holder hereunder, whether as holders of the SGX-ST Original Preferred Securities or as prospective Holders of the Securities, may be canceled at, or at any time prior to, the Closing Date by any TRUPS Holder solely with respect to such TRUPS Holder. Notice of such cancellation shall be given to the Company in writing. Each certificate signed by any officer of the Company and not having been halted delivered to the Holders of the Securities or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is the Holders’ counsel in connection with the Sale Operative Documents and Purchase Agreement; and (n) all representations the transactions contemplated hereby and warranties of each party under the Sale thereby shall be deemed to be a representation and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment warranty of the Conditions Precedent as soon as possible Company and not by such officer in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameindividual capacity.

Conditions Precedent. Completion The effectiveness of the Proposed Acquisition is conditional upon this Amendment Agreement shall be subject to fulfillment of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of The Agent shall have received on or before the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties hereof, in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of Agent, the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forfollowing: (i) the Proposed Acquisition (including the allotment and issue a fully-executed original of the Consideration Shares and the Introducer Shares)this Amendment Agreement; (ii) an opinion of outside counsel to the Lessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation (if A) an opinion of such counsel with respect to non-contravention of the eligibility requirements Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have been issued, by this Amendment Agreement and the instruments and documents executed by the Lessee, Construction Agent and Guarantors in connection herewith, and (B) an opinion to the effect that the execution, delivery and performance of this Amendment Agreement, the Kellstrom Sublease, the Equipment Sublease, any leasehold mortgage xranted by Kellstrom to any of its lenders or any other security in any xx xxx assets of Kellstrom that may be granted by Kellstrom to any of its lexxxxx, xxll not affect the priorixx xx xxx Lien in favor of the Owner Trustee or the Agent (on behalf of itself, any Lender or any Holder) that exists under the listing rules Operative Agreements (which opinion may be included in the opinion referred to in clause (ii) above); (iii) a certificate of the Mainboard Secretary or an Assistant Secretary of each of the SGX-ST Lessee and each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (“Mainboard”A) or Catalist the resolutions of the Board of the SGX-ST (“Catalist”) Directors of Lessee or such Guarantor (as the case may be) (“Listing Rules”) are met) duly authorizing the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Companyexecution, which if passed delivery and performance by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment Lessee or re-appointment such Guarantor (as the case may be) of new Directors at Completionthis Amendment Agreement and each of the other Operative Agreements delivered in connection with this Amendment Agreement to which such Lessee or Guarantor is or will be a party, (B) the fact that neither its certificate of which two incorporation nor its bylaws have been changed from the versions that were certified and delivered to the Agent on the Initial Closing Date (2) new Directors shall be nominated or if they have been changed, such certificate of incorporation or by-laws certified as of a recent date by the Company (one Secretary of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman State of the Company (collectively, the "Relevant Directors"State of its incorporation), and (C) the rest incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment Agreement and each of the new Directors shall be nominated by the Vendor); and (vii) such other matters Operative Agreements delivered in connection with this Amendment Agreement to which such Lessee or Guarantor is a party; (iv) a fee (the foregoing"Amendment Fee") in the amount of $150,000, in immediately available funds, paid by the Lessee (as described in Exhibit C) to the Agent; plus evidence of the payment of all other fees and amounts set forth in Exhibit C attached hereto; (v) an executed amendment to the Existing Aviation Sales Credit Agreement (as in effect prior to the effective date of this Amendment Agreement) in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Agent, Lenders and Holders; (vi) a written consent of the obligee parties to the Existing Aviation Sales Credit Agreement to the terms of this Amendment Agreement in form and substance satisfactory to the Agent (which consent may be necessary or agreed between included in the Parties amendment agreement referred to in writing, clause (collectively, v) above) (the "TransactionsCiticorp Consent"); (dvii) the completion a down-dating endorsement of the Shareholders’ Loan Capitalisation and/or title policy issued to the repayment of Agent, with respect to the Shareholders' LoansProperty located in Miramar, further details of which are set out Florida, such endorsement showing no additional exceptions to coverage, except as approved by the Agent (in paragraph 4.11 of this announcementits sole discretion); (eviii) the approval original of the SGXamendment to the Letter of Credit; (ix) fully-ST being obtained in respect executed originals (and a copy of the relevant Transactions (including in-principle approval for the listing and quotation recorded version) of the Shares following Assignment of Sublease by the Share Consolidation Lessee and by the Owner Trustee, and a fully executed and recorded modification of Mortgage and amendment to Memorandum of Lease with respect to the Miramar Property; (x) the “Consolidated Shares”)fully-executed chattel paper original of the Kellstrom Sublease, certified as true, correct and complete xx xxx Xecretary or Assistant Secretary of the Lessee; (xi) a copy of the Equipment Sublease, certified as true, correct and complete by the Secretary or Assistant Secretary of the Lessee; (xii) such fully-executed UCC financing statements, naming the Lessee as debtor, the Owner Trustee as secured party, and the Consideration Shares) and if such approval is subject Agent as assignee, as the Agent may deem necessary or appropriate to conditions, such conditions being reasonably acceptable perfect the security interests granted to the Parties Owner Trustee and if required by assigned to the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectAgent pursuant to the Assignment of Sublease; (fxiii) such fully-executed UCC financing statements, naming the Securities Industry Council (“SIC”) having Lessee as debtor and the Agent as secured party, as the Agent may deem necessary or appropriate to perfect the security interests granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with Lessee directly the requirements of Rule 14 of the Takeover Code, subject Agent pursuant to the passing Assignment of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledSublease; (gxiv) such fully-executed UCC financing statements, naming the Company Independent Valuation ReportOwner Trustee as debtor and the Agent as secured party, as the Target Independent Valuation Report and a report (which Agent may be a NI 43-101 report deem necessary or an equivalent report) prepared appropriate to perfect the security interests granted by a qualified person (as defined under the Listing Rules) in relation Owner Trustee the Agent pursuant to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing RulesAssignment of Sublease; (hxv) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results a copy of the operations fully-executed and recorded memorandum of the Group occurring on or before the Completion DateKellstrom Sublease; (ixvi) no material adverse change or eventsa copy of a fully execuxxx Xxxxxdination and Non-Disturbance Agreement among Bank of America, acts or omissions reasonably likely to lead to such material adverse change in as agent under the assetsKellstrom Loan Documents, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion DateOwner Trustee and Kellstrom; (jxvii) all approvalsa fully-executed amendment to txx Xxxxxxreditor Agreement dated as of December 17, filings1998, exemptions or waivers by regulatory authorities and bodies (if required) in relation to among Citicorp, the Sale and Purchase Agreement Agent and the Transactions being obtained or made on terms reasonably acceptable to the PartiesOwner Trustee, and all such approvals joined by the Lessee and filings remaining in full force and effect on the Completion Dateits Subsidiaries; (kxviii) all necessary approvals, consents or waivers by contracting third parties copies of the parties in relation to the relevant Transactions (including but not limited to bankersarticles of incorporation and bylaws of Kellstrom, suppliers and customers, to the extent such approvals, consents certified by its Secretary or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion DateAssistant Secretary; (lxix) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any copies of the Transactions illegal organizational documents (including without limitation, any articles of organization and operating agreement) of KAV, certified by an officer or otherwise prohibiting consummation thereof on or prior other Person duly authorized to the Completion Datedo so; (mxx) copies of a fully-executed Landlord's Waiver by the Shares remaining listed Owner Trustee relating to the inventory of KAV; (xxi) copies of the fully executed Kellstrom Loan Documents; (xxii) copies of the fuxxx-xxxxxted KAV Loan Documents; (xxiii) copies of the fully-executed agreements and documents described on Exhibit I to the Citicorp Consent; (xxiv) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (b) The correctness in all material respects on the SGX-ST and not having been halted or suspended from trading for a period date hereof of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of the Owner Trustee, Construction Agent and the Lessee contained herein and in each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.Operative Agreements;

Conditions Precedent. Completion The effectiveness of this Agreement is subject to the condition precedent that the Administrative Agent, the Documentation Agent and the Lenders shall have received on or before February 1, 2005 (the “Effective Date”) each of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercisefollowing, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the VendorAdministrative Agent, the Documentation Agent and the Lenders: (a) counterparts of this Agreement executed by Shareholders who hold an aggregate of at least 50.1% each of the total Shares in Borrower, the capital Subsidiary Borrower, all of the Company Lenders, the Administrative Agent and the Documentation Agent; (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (ib) not dispose of any of their Shares and (ii) to vote in favour evidence that each of the Transactions at Guarantors shall have reaffirmed its obligations under the EGMGuarantee Agreement to which it is a party; (c) evidence that the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver Loan Parties shall have taken all actions requested by the independent Shareholders of their right Administrative Agent to receive ensure a mandatory general offer from legal, valid and enforceable perfected first-priority Lien on the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Collateral; (d) favorable written opinions (addressed to the completion Administrative Agent and the Lenders and dated the Effective Date) of Xxxx X. Xxxxxxxx and Linklaters, Oppenhoff & Xxxxxx, substantially in the Shareholders’ Loan Capitalisation and/or form of Exhibit A-1 and Exhibit A-2, respectively; the repayment of Borrower and the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementSubsidiary Borrower hereby request such counsel to deliver such opinion; (e) such documents and certificates as the approval Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the SGX-ST being obtained in respect Loan Parties and the authorization of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectLoan Parties; (f) a certificate, dated the Securities Industry Council (“SIC”) having granted Effective Date and signed by the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effectPresident, a waiver of their obligation to make Vice President, General Counsel and Secretary or a mandatory offer under Rule 14 Financial Officer of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover CodeBorrower, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in confirming compliance with the Listing Rules; conditions set forth in Article III and in paragraphs (ha) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results and (b) of Section 4.02 of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Amended Credit Agreement; and (ng) evidence that all representations fees and warranties other amounts required to be paid under Section 4.04 of each party under the Sale and Purchase this Agreement being true and accurate, shall have been paid in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samefull.

Conditions Precedent. Completion This Agreement shall be deemed effective as of the Proposed Acquisition is conditional upon first date (such date being referred to herein as the “Increase Effective Date”) on which all of the following conditions ("Conditions Precedent") being fulfilled (precedent have been satisfied or waived) on or prior to Completionwaived in writing: (a) The Administrative Agent shall have received, in each case, in form and substance reasonably satisfactory to the completion Administrative Agent: i. counterparts of this Agreement, duly executed by each of the Placement ExerciseLoan Parties, each New Lender, the Existing Lender, the L/C Issuer and the Administrative Agent; ii. if requested by a New Lender, executed copies of a Revolving Credit Note and/or a Term Note, as soon as reasonably practicableapplicable, but in any case within 21 days favor of such New Lender (which, to the extent delivered via e-mail (in a .pdf format), shall be followed promptly by originals); iii. a certificate of the date Borrower dated as of the Sale Increase Effective Date signed by a Responsible Officer of the Borrower (x) certifying and Purchase attaching the resolutions adopted by each Loan Party approving or consenting to the Incremental Facilities, and (y) certifying that, before and after giving pro forma effect to the Incremental Facilities (including, all Credit Extensions to occur on the Increase Effective Date and the use of proceeds thereof), (1) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, (A) with respect to representations and warranties set forth in Sections 5.15(b) and 5.19 of the Credit Agreement and (B) representations and warranties qualified as to materiality or Material Adverse Effect, true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such other date representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, (2) no Default exists or would result therefrom and (3) Availability equals or exceeds zero ($0); and iv. a Compliance Certificate dated as of the Increase Effective Date demonstrating compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement, determined on a pro forma basis immediately after giving effect to closing of the Incremental Facilities and the Credit Extensions to be made on the Increase Effective Date; v. a Borrowing Base Certificate dated as of the Increase Effective Date demonstrating that Availability equals or exceeds zero ($0), determined on a pro forma basis immediately after giving effect to closing of the Incremental Facilities and the Credit Extensions to be made on the Increase Effective Date, including reasonably detailed calculations of Availability, the Borrowing Base Value and the Borrowing Base Amount; vi. favorable opinions of ((x) Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel to the Loan Parties, and (y) Xxxxxxxx Xxxx LLP, counsel to the Parent, in each case, addressed to the Administrative Agent, the L/C issuer and each Lender, as to such customary matters concerning the Incremental Facilities as the Administrative Agent may be agreed between the Parties in writing);reasonably request. (b) all fees required to be paid by the Company shall, prior Borrower in order for this Agreement to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders become effective shall undertake to have been paid. (i) not dispose upon the reasonable request of any of their Shares Lender made at least ten (10) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (ii) at least ten (10) days prior to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist Beneficial Ownership Regulation, shall have delivered, to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Companyeach Lender that so requests, which if passed by independent Shareholders would result a Beneficial Ownership Certification in a waiver by the independent Shareholders of their right relation to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ such Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions");Party. (d) the completion conditions to the making of an extension of credit set forth in Section 4.02 of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled Credit Agreement shall be satisfied or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samewaived.

Conditions Precedent. Completion The effectiveness of this Agreement is subject to the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionfollowing: (a) the completion Base Indenture and the Series 2009-1 Supplement shall be in full force and effect as of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Series 2009-1 Subsequent Closing Date; (b) as of such Series 2009-1 Subsequent Closing Date, the Company shallFunding Agents shall have received copies of (i) the Certificate of Incorporation and By-Laws of Hertz and the certificate of formation and limited liability company agreement of each of HVF and the Nominee certified by the Secretary of State of the state of incorporation or organization, prior as the case may be, (ii) board of directors resolutions of HVF, Hertz and the Nominee with respect to its EGM to approve the Transactions transactions contemplated by the Series 2009-1 Supplement and this Agreement, and (as defined iii) an incumbency certificate of HVF, Hertz and the Nominee, each certified by the secretary or equivalent officer of the related entity in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMAdministrative Agent; (c) on such Series 2009-1 Subsequent Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the requisite approval Committed Note Purchaser with respect to such Investor Group, shall have received a letter, in form and substance reasonably satisfactory to it, from Xxxxx’x stating that the current public long term credit rating of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist Aaa” assigned to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or reSeries 2009-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")1 Notes has been confirmed; (d) as of such Series 2009-1 Subsequent Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Weil, Gotshal & Xxxxxx LLP, or other counsel acceptable to the completion of Conduit Investors and the Shareholders’ Loan Capitalisation and/or Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts) and (ii) from counsel to the repayment of Trustee acceptable to the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementConduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect[Reserved]; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled;[Reserved] (g) the Company Independent Valuation Reportas of such Series 2009-1 Subsequent Closing Date, the Target Independent Valuation Report and a report (which Administrative Agent shall have received evidence satisfactory to them of the completion of all UCC filings as may be a NI 43-101 report necessary to perfect or an equivalent report) prepared evidence the assignment by a qualified person (as defined under the Listing Rules) in relation HVF to the Target Group's mining assets Trustee or the Collateral Agent on behalf of the Trustee of its interests in accordance with the Listing Rules being issued in compliance with Collateral, the Listing Rulesproceeds thereof and the security interests granted pursuant to the Base Indenture and the Collateral Agency Agreement; (h) no material adverse change as of such Series 2009-1 Subsequent Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name HVF, HGI, Hertz or events, acts the Nominee as debtor or omissions reasonably likely to lead to such material adverse change assignor and that are filed in the assetsState of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, prospectstogether with copies of such financing statements, performanceand tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, financial position the Series 2009-1 Supplement, this Agreement or results of the operations of the Group occurring on or before the Completion Dateother Related Documents; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results each Committed Note Purchaser shall have received payment of the operations Up-Front Fee owing to it, in each case, as of the Target Group occurring on or before the Completion Series 2009-1 Subsequent Closing Date;; and (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Series 2009-1 Subsequent Closing Date; (k) , all necessary approvals, consents or waivers by contracting third parties Increases and payments in respect of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material principal of its Series 2009-1 Initial Note in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all amount specified for such approvals, consents or waivers remaining Series 2009-1 Noteholder in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties Schedule II hereto shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samehave occurred.

Conditions Precedent. Completion of the Proposed Acquisition 5.1 The Transaction is conditional upon on the satisfaction or, as the case may be, waiver in accordance with this agreement of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:the Conditions):‌ (a) the completion passing at a duly convened general meeting of Life Healthcare Group Holdings (the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days LHG General Meeting) of the date of the Sale and Purchase Agreement (or such other date resolution(s) as may be agreed between necessary to approve, implement and effect the Parties Transaction as a “category 1 transaction” in writing);compliance with the JSE Listings Requirements (the LHG Resolutions) (the LHG Shareholder Approval Condition);‌‌ (b) the Company shall, prior irrevocable release (with effect from the Completion Date) of Alliance Medical Limited in relation to its EGM to approve obligations under Life Healthcare Funding Limited’s (LHF) ZAR7,000,000,000 Domestic Medium Term Note Programme dated 30 June 2022 (Programme) and copies of the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory following documents having been provided to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of Purchaser or the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forPurchaser’s Lawyers: (i) the Proposed Acquisition (including the allotment and issue notice of meeting of the Consideration Shares holders of the Programme notes (Notes) in the Agreed Form (subject only to any changes made in response to comments or proposed amendments made by the JSE), duly executed on behalf of LHF (the Notice of Meeting), by no later than ten Business Days after the date of this agreement; and (ii) evidence that each resolution in the Notice of Meeting has been duly passed by the requisite majority of the holders of the Notes, without modification in relation to the release of Alliance Medical Limited from the guarantee given by it in relation to the Programme, (the DMTN Guarantee Release Condition);‌ (c) the provision of a copy of a release having been duly executed by the relevant parties, which irrevocably releases Alliance Medical Limited from all liability thereunder (and, to the extent any such release contains any conditionality, conditional only upon Completion occurring), to the Purchaser or the Purchaser’s Lawyers in respect of each of the following: (i) the guarantees given by Alliance Medical Limited in relation to Life Healthcare Group (Pty) Ltd’s obligations under the term loan facility agreements concluded with each of FirstRand Bank Limited (acting through its Rand Merchant Bank division), the Standard Bank of South Africa Limited, Investec Bank Limited and the Introducer Shares)Life Healthcare Group (Pty) Ltd; (ii) the guarantee given by Alliance Medical Limited in respect of Life Healthcare Group (if the eligibility requirements Pty) Ltd’s obligations under the listing rules of the Mainboard of the SGX-ST general banking facilities granted by Rand Merchant Bank and Standard Bank to Life Healthcare Group (“Mainboard”Pty) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”)Ltd; (iii) an ordinary resolution the guarantee given by Alliance Medical Limited in respect of Life UK Holdco Limited’s obligations in respect of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor first syndicated term loan between Barclays and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”);Life UK HoldCo Limited; and (iv) the Share Consolidation (as defined guarantee given by Alliance Medical Limited in paragraph 4.5(f) respect of this announcement); (v) Life UK Holdco Limited’s obligations in respect of the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) second syndicated term loan between Barclays and Life UK HoldCo Limited, (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"Other Life Guarantee Release Condition); (d) obtaining the completion regulatory clearances, being the following four clearances (the Regulatory Clearances) from the Required Regulatory Authorities (the Regulatory Condition):‌‌ (i) Merger Control Clearance in Ireland: Merger Control Clearance in Ireland pursuant to section 18(1) of the Shareholders’ Loan Capitalisation and/or Competition Act 2002 (as amended) (the repayment Irish Competition Act) is obtained if one of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement;following events has occurred: (eA) the approval Competition and Consumer Protection Commission (CCPC) having informed the parties that it has determined, pursuant to Section 21(2)(a) of the SGX-ST being obtained in respect of Irish Competition Act that the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”)Transaction may be put into effect, and the Consideration Shares) and if such approval is either unconditionally or subject to conditions, such conditions being reasonably acceptable to and the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectCCPC’s determination has not expired; (fB) the Securities Industry Council (“SIC”period specified in Section 21(2) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having Irish Competition Act, including, if applicable, any period of extension pursuant to comply with the requirements of Rule 14 Section 21(4) of the Takeover CodeIrish Competition Act, subject to having elapsed without the passing CCPC having informed the parties of the Whitewash Resolution and such other conditions that determination (if any) it has made under Section 21(2) of the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) Irish Competition Act in relation to the Target Group's mining assets Transaction; (C) following the carrying out by the CCPC of a full investigation, the CCPC having furnished to the Purchaser a copy of its written determination in accordance with Section 22(4)(a) of the Listing Rules being issued Irish Competition Act that the Transaction may be put into effect either without conditions in compliance accordance with Section 22(3)(a) of the Listing Rules;Irish Competition Act or subject to conditions pursuant to Section 22(3)(c) of the Irish Competition Act and, in each case, the CCPC’s determination has not expired; or (hD) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change the period specified in the assets, prospects, performance, financial position or results section 19(1)(d) of the operations Irish Competition Act having elapsed without the CCPC having made a determination under Section 22(3) of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) Irish Competition Act in relation to the Sale and Purchase Agreement and Transaction. For the Transactions being obtained or made on terms reasonably acceptable to the Partiespurposes of this paragraph, and all such approvals and filings remaining in full force and effect on the Completion Date; (kwhere section 22(4B) all necessary approvals, consents or waivers by contracting third parties of the parties in relation Competition Act applies, references to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date‘120 working days’ shall be replaced with ‘135 working days’; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion This Amendment shall become effective as of the Proposed Acquisition is conditional date hereof upon (and only upon) satisfaction of the following conditions precedent ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:the “Second Amendment Effective Date”): (a) the completion a. The Administrative Agent shall have received duly executed originals of the Placement Exercisethis Amendment from each Obligor, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale Pledgor and Purchase Agreement (or such other date as may be agreed between the Parties in writing)each Lender; (b) b. The Administrative Agent shall have received evidence that all material governmental, shareholder, board of director and third party consents and approvals necessary in connection with the Company shallexecution, prior to its EGM to approve delivery and performance of this Amendment and the Transactions (as defined other transactions contemplated thereby have been obtained; c. The Administrative Agent shall have received a duly executed Supplemental UK Pledge Agreement from RG International; d. The Administrative Agent shall have received, in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate Administrative Agent, a certificate from the secretary of at least 50.1% each Obligor and the Pledgor, together with certified copies of each of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forfollowing attachments: (i) copies of or, to the Proposed Acquisition (including extent such document has not changed since the allotment last delivery thereof to the Administrative Agent, a certification of no change to the articles of incorporation or other charter documents, as applicable, of such Obligor and issue the Pledgor certified to be true and complete as of a recent date by the appropriate governmental authority of the Consideration Shares and the Introducer Shares)jurisdiction of its incorporation or organization; (ii) (if the eligibility requirements under the listing rules a copy of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist or, to the Mainboard (extent such document has not changed since the “Mainboard Transfer”)last delivery thereof to the Administrative Agent, a certification of no change to the bylaws or comparable operating agreement of such Obligor and the Pledgor; (iii) an ordinary resolution copies of certificates of good standing, existence or its equivalent with respect to such Obligor certified as of a recent date by the appropriate governmental authorities of the Company, jurisdiction of incorporation or organization and each other jurisdiction in which if passed by independent Shareholders would result the failure to so qualify and be in good standing could reasonably be expected to have a waiver by Material Adverse Effect on the independent Shareholders business or operations of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”)such Obligor; (iv) copies of resolutions of the Share Consolidation (as defined in paragraph 4.5(f) board of directors of such Obligor and such Pledgor approving and adopting this announcement);Amendment, the transactions contemplated herein and authorizing execution and delivery thereof; and (v) incumbency signatures of appropriate officers or authorized signatories of such Obligor and the capitalisation Pledgor, including each officer or authorized signatory executing this Amendment; e. The Administrative Agent shall have received a certificate of certain loans granted a senior officer of the Borrower, in such capacity, certifying that, to the Group which are outstanding as set out in paragraph 4.11 best of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”)his knowledge after due inquiry, if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change Default or events, acts Event of Default has occurred and is continuing or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results will occur as a result of the operations consummation of the Target Group occurring on or before the Completion Date; transactions contemplated hereby and (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (nii) all representations and warranties of each party under contained in the Sale and Purchase Agreement being Credit Documents are true and accurate, correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty); f. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and Lenders, opinions of legal counsel (including local counsel to the extent required by the Administrative Agent) for the Pledgor and Obligors dated as at of the Completion Date. date hereof and addressed to the Administrative Agent and each Lender; g. The parties Borrower shall cooperate have paid to the Lead Arrangers (as defined in the Fee Letter (defined below)), the Administrative Agent and use the Lenders all fees and expenses required to be paid on the Second Amendment Effective Date pursuant to the Credit Documents and the Fee Letter, dated as of June 3, 2019, among the Borrower and the Lead Arrangers (the “Fee Letter”); and h. The Borrower shall have paid all reasonable endeavours costs, fees and expenses paid or incurred by the Administrative Agent incident to procure this Amendment and the fulfilment transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses of the Conditions Precedent as soon as possible Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents and instruments, in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing)each case, subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover extent invoiced at least (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time 2) two Banking Days prior to the Completion Second Amendment Effective Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion of The conditions referred to in Clause 3.1 are that the Proposed Acquisition is conditional upon Lender shall have received the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but documents and evidence in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties all respects in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the VendorLender and its lawyers on or before 31 January 2011 (the failure of which shall constitute an Event of Default under the Loan Agreement) by Shareholders who hold an aggregate of at least 50.1% or such later date as the Lender may agree with the Borrower and the other Security Parties: (a) documents of the total Shares kind specified in the capital Clause 4.1 (a), (b) and (c) of the Company Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and the Mortgage Addendum; (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake b) a duly executed original of this Agreement duly executed by the parties to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMit; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue a duly executed original of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Mortgage Addendum; (d) evidence that the completion agent for service of process appointed by the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of Security Parties under this announcementAgreement has accepted such appointment; (e) favourable legal opinions from lawyers appointed by the Lender on such matters concerning the laws of the Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx and Panama; (f) evidence that each of the TBS Credit Facilities (other than the Loan) have been restructured upon the Effective Date as per the Global Restructuring Term Sheet with the approval of all of the SGX-ST being obtained creditors under such TBS Credit Facilities; (g) evidence, reasonably satisfactory to the Lender, that funding or a commitment to fund new capital in the Guarantor 4 is in place in accordance with Clause 4 including evidence that the Initial Capital Infusion has been made and delivery of duly executed copies of the Investment Agreement and the Escrow Agreement; (h) schedule of capital expenditure necessary to complete the construction programmes in respect of any current newbuildings and to maintain the relevant Transactions (including in-principle approval for the listing and quotation existing fleet of the Shares following Guarantor 4 and its subsidiaries’ approved by the Share Consolidation Lender and attached hereto as Appendix B; (the “Consolidated Shares”), and the Consideration Sharesi) and if such approval is subject to conditions, such conditions being reasonably acceptable confirmation of Intermodul Shipping Inc. to the Parties Lender that they have been informed about this Agreement and if required by that the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining Quadripartite Agreement shall remain in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date;outstanding amounts of Financial Indebtedness as of 31 December 2010; and (k) all necessary approvalsany further opinions, consents or waivers consents, agreements and documents in connection with this Agreement and the Finance Documents which the Lender may reasonably request by contracting third parties of the parties in relation notice to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or Security Parties prior to the Completion Effective Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion This Amendment shall become effective as of the Proposed Acquisition is conditional upon Second Amendment Effective Date provided that each of the following conditions ("Conditions Precedent") being fulfilled is satisfied (or waivedwaived by (a) on or prior Required Lenders and (b) each other Person required to Completion:consent to such waiver pursuant to and in accordance with Section 9.08 of the Credit Agreement): (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement The Administrative Agent (or its counsel) shall have received from the Borrower, the other Loan Parties party hereto and the Required Lenders either (x) an original counterpart of this Amendment signed on behalf of such other date as party or (y) evidence satisfactory to the Administrative Agent (which may be agreed between the Parties in writing);include a facsimile copy or PDF copy of each signed signature page) that such party has signed a counterpart of this Amendment. (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders The Administrative Agent shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customershave received, to the extent such approvalsinvoiced, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable all amounts due and payable pursuant to the parties, Credit Agreement and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof Loan Documents on or prior to the Completion Second Amendment Effective Date;, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees and expenses of Sidley Austin LLP, counsel to the Administrative Agent) that are required to be reimbursed or paid by the Borrower under the Credit Agreement, hereunder or under any Loan Document. (mc) The Administrative Agent shall have received (i) evidence that all Equity Interests in the Shares remaining listed on Double E Joint Venture owned by the SGX-ST Borrower or a Restricted Subsidiary as of the Second Amendment Effective Date have been pledged pursuant to the Collateral Agreement and not having been halted (ii) all certificates or suspended from trading for a period other instruments (if any), together with stock powers or other instruments of more than 30 Business Days transfer, with respect to such Equity Interests in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; andDouble E Joint Venture. (nd) all The representations and warranties of each party under the Sale and Purchase Agreement being in Section 5 shall be true and accurate, correct in all material respects as at of the Completion Datedate hereof. (e) The Double E Transaction Documents shall be effective substantially contemporaneously with this Amendment. The parties Administrative Agent shall cooperate notify the Borrower and use all reasonable endeavours to procure the fulfilment Lenders of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Second Amendment Effective Date”), and such notice shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samebe conclusive and binding absent manifest error.

Conditions Precedent. Completion The effectiveness of this Amendment is subject to the Administrative Agent’s receipt of each of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercisefollowing, as soon as reasonably practicable, but each in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forAdministrative Agent: (i) This Amendment duly executed and delivered by the Proposed Acquisition (including Borrowers, the allotment and issue of Required Lenders, the Consideration Shares Funding Lenders and the Introducer Shares)Administrative Agent; (ii) (if the eligibility requirements A Reaffirmation of Obligations under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard Loan Documents (the “Mainboard TransferReaffirmation”)) duly executed by the Borrowers and each other Loan Party, in the form of Exhibit B attached hereto; (iii) an ordinary resolution certified copies of resolutions of the Companyboard of directors (or equivalent thereof) of each Loan Party approving the execution, which if passed by independent Shareholders would result in a waiver by delivery and performance of this Amendment, the independent Shareholders of their right Reaffirmation and the other documents to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) be executed in connection with the Transactions (the “Whitewash Resolution”)herewith; (iv) a favorable opinion of Xxxxx Day, counsel to the Share Consolidation (Loan Parties, in form and substance satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and addressing such other matters as defined in paragraph 4.5(f) of this announcement)the Administrative Agent may reasonably request; (v) Evidence that an amendment fee in the capitalisation amount of certain loans granted (i) 0.25% of each Consenting Lender’s Revolving Commitment and (ii) 0.25% of the principal amount of Term Loans held by each Consenting Lender has been paid to the Group which are outstanding as set out in paragraph 4.11 of this announcement Administrative Agent for distribution to those Consenting Lenders for whom the Administrative Agent (“Shareholders’ Loan”or its counsel) shall have received an executed signature page from such Consenting Lender (the “Shareholders’ Loan Capitalisation”)without condition or restriction) on or before 5:00 p.m. EDT on December 9, if necessary2010; (vi) Evidence that all fees and expenses payable to the proposed appointment or reAdministrative Agent (including the out-appointment (as of-pocket fees and reasonable expenses of counsel to the case may beAdministrative Agent) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); andArranger in connection with this Amendment have been paid; (vii) such other matters in connection with A certificate, dated the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of date on which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing Amendment becomes effective and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared signed by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change Responsible Officer of Xxxxxxxx in the assets, prospects, performance, financial position or results form of the operations of the Group occurring on or before the Completion DateExhibit C attached hereto; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion 4.1.1 Save and except as expressly provided in Articles 4, 9, 10, 24, 32, 41and 44, the respective rights and obligations of the Proposed Acquisition is conditional upon Parties under this Agreement shall be subject to the following conditions satisfaction in full of the Conditions Precedent specified in this Clause 4.1 (the "Conditions Precedent"). 4.1.2 The Authority shall endeavor to fulfill the following Conditions Precedent within 365 (three hundred and sixty five) being fulfilled (or waived) on or prior to Completiondays from the date of this Agreement: (a) procured for the completion Concessionaire Right of Way, access and usage to the Placement Exercise, as soon as reasonably practicable, but Project Site in any case within 21 days terms of Clause 10 and granted license hold rights in respect of such land to the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Concessionaire; (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution procured transfer of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% user right of the total Shares Project Site in the capital revenue records (remarks column) after seeking approval of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMState Government; (c) procured transfer of User Agency by the requisite approval State Govt. from the Department of Shareholders at Housing and Urban Development, Govt. of Punjab, to the EGM being obtained for: Concessionaire in accordance with the provisions of Chapter 5 Section 5.1 (ia), (c) the Proposed Acquisition and (including the allotment and issue d) of the Consideration Shares Forest Conservation Rules 2003 recorded under Forest Conservation Xxx 0000 (Guidelines and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed Classification issued by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")MOEF; (d) procured grant of development rights in respect of Project Site to the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementConcessionaire; (e) complied with all the requirements for facilitating the Concessionaire in obtaining Stage 2 approval of from the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectMoEF&CC; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group issued Notification under the Singapore Code on Take-overs applicable Local Bye Laws as may be required for development, construction and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 implementation of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledProject; (g) have within 30 (thirty) days of submission by the Company Independent Valuation ReportConcessionaire, given its comments and observations (if any) on the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared detailed design submitted by a qualified person (as defined under the Listing Rules) Concessionaire in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rulesterms of Article 12; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in have reviewed the assets, prospects, performance, financial position or results revised Design submitted by the Concessionaire after incorporating the comments/ observations of the operations Authority within 15 (fifteen) days from the submission of such revised Design; and (i) appointed the Supervision Committee in accordance with the terms hereof. 4.1.3 The Conditions Precedent required to be satisfied by the Concessionaire prior to the Appointed Date shall be deemed to have been fulfilled when the Concessionaire shall have: (a) prepared detailed layout plans as per the approved Master Plan and Detailed Project Report under the Forest Clearance and submitted to the Authority for approval prior to submitting the same to the MoEF&CC for obtaining Stage 2 clearance. The Parties agree and confirm that notwithstanding any review by the Authority of the Group occurring on plan(s) in terms of the above said provision, the ultimate responsibility of the outcome of development and construction works, etc. at the Project Site shall be that of the Concessionaire and in case of any adverse outcome, penalty may be imposed by the Authority and the responsibility to make good the defects, etc. shall be that of the Concessionaire alone.; (b) reviewed and incorporated the suggestions and modifications of the Authority into the detailed design and plans and re-submit the revised designs and plans to the Authority for final approval. In the event no further objections are received within 20 (twenty) days from the revised submissions made, it shall be deemed approved and the Concessionaire shall be free to proceed further for submission of plans for Stage 2 clearance; (c) prepared and submitted detailed layout plans as per the approved Master Plan and Detailed Project Report under the Forest Clearance for obtaining Stage 2 clearance; (d) procured Stage 2 approval from the MoEF & CC after complying with all the requirements essential for applying for the same including submission of detailed layout plans as per the approved Master Plan and Detailed Project Report under the Forest Clearance; (e) procured the execution of the Substitution Agreement; (f) procured all the Applicable Permits at its cost and expense unconditionally or before if subject to conditions then all such conditions shall have been satisfied. Such Applicable Permits include obtaining at its cost and expense all the Completion Datestatutory approvals required for undertaking the construction works from statutory authorities/ competent authorities in addition to the Authority herein; (g) executed the Financing Agreements and delivered to the Authority, 2 (two) true copies thereof, duly attested by the authorized person of the Concessionaire; (h) delivered to the Authority, 2 (two) true copy of the Financial Package and the Financial Model, duly attested by the authorized person of the Concessionaire, along with 1 (one) soft copy of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Lenders; (i) no material adverse change or eventsdelivered to the Authority from (the Consortium Members, acts or omissions reasonably likely to lead to such material adverse change their respective) confirmation, in the assetsoriginal, prospects, performance, financial position or results of the operations correctness of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all their representations and warranties set-forth in Clause 7.1 of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase this Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion 2.1. The Company acknowledges that it is aware that (i) Yissum and NovoTyr executed a license agreement dated September 19, 2005 (as amended from time to time) (the “License Agreement”); (i) the Licensed Technology (or part thereof) was developed and/or generated by the Inventors in the framework of an incubator project approved by the OCS for implementation by NovoTyr within the incubator program of Meytav Technological Incubator Ltd.; (ii) on March 19, 2013 Yissum notified NovoTyr in writing of the Proposed Acquisition termination of the License Agreement for breach by NovoTyr of certain of the terms thereof and required NovoTyr to assign and transfer to Yissum all right, title and interest of NovoTyr in and to the Licensed Patents and the Know-How (to the extent of NovoTyr’s ownership of any rights therein), pursuant to the terms of the License Agreement; (iii) the assignment and transfer of NovoTyr’s right, title and interest in and to the Licensed Patents and Know-How to Yissum as aforesaid is subject to the approval and requirements of the OCS; and (iv) on August 4, 2013 Yissum and NovoTyr entered into an IP Agreement pursuant to which, inter alia, NovoTyr irrevocably assigned and transferred all its right, title and interest in and to the Licensed Patents and the Know-How to Yissum, subject to the approval and requirements of the OCS (the “IP Agreement”). 2.2. The Parties agree that this Agreement, shall be conditional upon: (i) the execution by all of the shareholders of NovoTyr of a resolution approving the execution of the IP Agreement and, therefore, the assignment and transfer of the Licensed Patents and Know-How to Yissum pursuant thereto (“NovoTyr Shareholders Approval”), provided however that the grant of the License by Yissum to the Company pursuant to Section 3 below and the Company’s right to grant Sublicenses under Section 6 below shall be further conditional upon the following receipt by Yissum of the approval of the OCS to the assignment and transfer to Yissum of the Licensed Patents and Know-How as aforesaid in accordance with terms and conditions that are reasonably acceptable to Yissum ("“OCS Approval”); (the receipt of NovoTyr Shareholders Approval and OCS Approval, respectively, the “Conditions Precedent") being ”). 2.3. Yissum undertakes to use diligent efforts to cause the Conditions Precedent to be fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicablepossible. 2.4. Yissum represents and warrants that it has made available to the Company all the relevant information in its possession in connection with such Conditions Precedent (including all material facts that in Yissum’s reasonable opinion are likely to prevent or otherwise adversely affect their fulfillment) and that, subject to Section 2.7 below, until the OCS Approval is received, Yissum shall inform the Company about any such material information as soon as possible but in any case within 21 no later than ten (10) days after becoming aware thereof. 2.5. The Company shall cooperate with Yissum and shall make reasonable commercially efforts to assist Yissum with respect to obtaining OCS Approval, including the signature of documents and undertakings (if any) required by the OCS. 2.6. The date upon which the NovoTyr Shareholders Approval has been received, shall be deemed the Effective Date. 2.7. In the event that both of the Conditions Precedent are not fulfilled by the first anniversary of the date of execution of this Agreement, either Party shall have the Sale right to terminate this Agreement by written notice to the other Party (effective immediately). In such case, this Agreement shall be of no force or effect, and Purchase no Party shall have any claim against the other Party arising from this Agreement (or such other date as may be agreed between any discussions or negotiations by the Parties in writing); (b) respect of this Agreement or the termination thereof as aforesaid. The said period for the fulfillment of the Conditions Precedent may be extended by written agreement of the Parties. It is understood, however, that Yissum shall not unreasonably refuse any request by the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution for an extension of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company period (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxxadditional requests for further extensions), under which such Shareholders shall undertake to . It is agreed further that: (i) not dispose Yissum shall only be entitled to refuse a request by the Company for extensions of any of their Shares such period upon grounds relating to such Conditions Precedent (including the non-fulfillment thereof); and (ii) Yissum shall not be entitled to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in refuse a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated request by the Company (one for extensions of whom shall be an existing Director, and such period if the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment fulfillment of the Conditions Precedent as soon as possible and in any event is likely to occur during the relevant extension period requested by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or Company, provided that each such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, extension period requested by the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samenot exceed nine (9) months.

Conditions Precedent. Completion The effectiveness of the Proposed Acquisition is conditional upon amendments to the Credit Agreement and the consents set forth herein are subject to the satisfaction of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) 10.1 Borrowers and NatCity, in its individual capacity and not as Administrative Agent, shall have executed and delivered an amendment to the completion Working Capital Facility; 10.2 Administrative Agent shall be a third party beneficiary of the Placement Exercisesubordination and standstill provisions contained in the Phase II Notes; 10.3 The Administrative Agent shall have received true, as soon as reasonably practicable, but in any case within 21 days correct and complete copies of resolutions of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of Directors of each Borrower authorizing the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Companyexecution, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor delivery and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) performance of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing DirectorThird Amendment, and the other shall be Soh Xxx Xxxxxdocuments and instruments executed and delivered by any Borrower in connection herewith, including the Independent Non-Executive Chairman Phase II Debt Documents, certified by such Borrower's Secretary as being true and complete copies of the Company (collectively, the "Relevant Directors"), originals thereof and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver not having been modified or rescinded; 10.4 No less than the Required Lenders shall have approved the modifications contemplated by, and authorized Administrative Agent to execute, this Third Amendment; 10.5 Borrowers shall have delivered to Administrative Agent true, correct and complete copies of their obligation to make a mandatory offer under Rule 14 all of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the PartiesPhase II Debt Documents, and all such approvals other documents and filings remaining instruments executed and delivered in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties connection therewith. All of the parties documents and instruments referred to in relation this Section 10 shall be satisfactory in form and substance to the relevant Transactions (including but not limited Administrative Agent. Each of the Required Lenders approving this Third Amendment hereby authorizes the Administrative Agent to bankers, suppliers and customers, confirm such fact to the extent such approvals, consents Borrowers in writing. 10.6 Borrowers hereby authorize Administrative Agent to submit one or waivers are material more Uniform Commercial Code financing statements as fixture filings for recording in the context real estate records of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.Caddo Parish,

Conditions Precedent. Completion This Amendment No. 1 shall become -------------------- effective (the actual date of such effectiveness, the "Amendment Effective ------------------- Date") as of the Proposed Acquisition is conditional upon date first above written subject to the satisfaction of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) precedent: that the completion of Purchaser, the Placement ExerciseOperating Agent and the Collateral Agent shall each have received the following, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the VendorOperating Agent: (a) Counterparts hereof shall have been duly executed and delivered by Shareholders who hold an aggregate the parties hereto; (b) PSC shall have received the New Promissory Note, executed and delivered by a duly authorized officer of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMPameco; (c) the requisite approval of Shareholders at Operating Agent shall have received fees as required in the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company Fee Letter dated January 24, 1997 from the Catalist Operating Agent to the Mainboard Redwood (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "TransactionsNew Fee Letter"); (d) the completion Purchaser, Operating Agent and Collateral Agent shall have received the executed legal opinion (including confirmation of true sale opinion) of Xxxxxxxxxx & Xxxx, L.L.P., counsel to the Shareholders’ Loan Capitalisation and/or Seller and the repayment of Servicer, in form and substance satisfactory to the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementOperating Agent; (e) the approval Operating Agent shall have received a certificate of the SGX-ST being obtained in respect Secretary or an Assistant Secretary of each of the relevant Transactions (including in-principle approval for Seller and the listing and quotation Servicer, dated as of the Shares following the Share Consolidation (the “Consolidated Shares”)Amendment Effective Date, and certifying (i) the Consideration Sharesnames and true signatures of the officers authorized on its behalf to sign this Amendment No. 1, (ii) a copy of the such party's certificate of incorporation and if by-laws, and (iii) a copy of the resolutions of the board of directors of such approval party approving this Amendment No. 1 and the related transactions to which it is subject to conditionsa party, such conditions being reasonably acceptable all in form and substance satisfactory to the Parties and if required by Operating Agent. Such certificate shall state that the SGX-STresolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectcertificate; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 Operating Agent shall have received an Officer's Certificate from each of the Takeover Code for Seller and the Shares not owned or controlled by Servicer in the Vendor Concert Group forms of Annexes C-1 and from having to comply with the requirements of Rule 14 of the Takeover CodeC-2 hereto, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledrespectively; (g) PSC shall have received a certificate of the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report Secretary or an equivalent reportAssistant Secretary of the Originator, dated as of the Amendment Effective Date, and certifying (i) prepared by the names and true signatures of the officers authorized on its behalf to sign this Amendment No. 1 and the New Promissory Note, (ii) a qualified person copy of the Originator's certificate of incorporation and by-laws, and (iii) a copy of the resolutions of the board of directors of the Originator approving this Amendment No. 1 and the related transactions to which it is a party. Such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as defined under of the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rulesdate of such certificate; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results Operating Agent shall have received rating agency letters from Xxxxx'x Investors Service and Standard & Poor's Rating Services affirming the rating of the operations Redwood commercial paper as "Prime-1" and "A-1+", respectively, after giving effect to this Amendment No. 1 and consummation of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreementtransactions contemplated hereby; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion 5.1. Save for clause 1, 2, this clause 5, clauses 18,19 and 20, all of which will become effective on the Signature Date, this Loan Agreement is subject to the fulfilment of the Proposed Acquisition is conditional upon conditions set out in this clause 5. 5.2. The Borrower shall use all endeavours to ensure that the following conditions documents and evidence listed below are delivered to the Lender and, where applicable registered, in such form and subject to such terms as the Lender may require within 180 ("Conditions Precedent"one hundred and eighty) being fulfilled (or waived) on or prior to Completion: (a) the completion Business Days of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (Signature Date or such other later date as may be agreed between the Parties to in writing);writing (“Longstop Date”): (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure 5.2.1. the execution and delivery of irrevocable undertakings the Finance Documents (in such form and substance satisfactory other than the Drawdown Request) to the Vendor) by Shareholders who hold an aggregate Lender and the Security (except for the SNB and GNB, in respect of at least 50.1% which, a power of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote attorney in favour of the Transactions at SPV to register the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment SNB and issue of the Consideration Shares and the Introducer SharesGNB will suffice); (ii) (if the eligibility requirements under the listing rules 5.2.2. a certified copy of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by board of directors of the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx XxxxxBorrower, the Independent Non-Executive Chairman Shareholders and each Security Provider authorising conclusion of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); Finance Documents to which it is a party and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvalsapplicable, consents or waivers are material confirmation that all the obligations in respect of section 45 and 46 of the Companies Act relating to Security have been complied with, substantially in the context form of Annexure “B”; 5.2.3. a letter of undertaking, substantially in the form of Annexure “C” from the Shareholder; 5.2.4. all notices, acknowledgements, share certificates, share transfer forms (signed, undated and blank as to transferee) and any other documents as may be required to be delivered to the Security SPV in terms of the Transactions) (if required) being obtained or made on terms reasonably acceptable to cessions and the parties, and all such approvals, consents or waivers remaining pledge set out in full force and effect on the Completion Dateclause 1.73; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having 5.2.5. the effect of making any execution and delivery of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to Project Documents , the Completion DatePPM Loan Agreement, the Shareholder Loan Agreements, the Shareholders’ and License Agreement Amendments and the Shareholder’s Equity Approval; (m) 5.2.6. confirmation in writing by the Shares remaining listed Borrower that neither a criminal nor civil summons has been served on it nor is it otherwise engaged in any material litigation; 5.2.7. confirmation that the SGX-ST and not having Drawdown Schedule has been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreementfinalized; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date5.2.8. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of no Material Adverse Event has occurred. 5.3. All the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being are stipulated for the date falling 12 calendar months from the date benefit of the Sale Lender and Purchase Agreement) (or such other date as each one may be waived by the Parties may agree Lender giving notice in writing), subject writing to any directives that the SGX-ST may issue and the Listing Rules in relation effect to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, Borrower at any time prior to the Completion Longstop Date. 5.4. If the Effective Date has not occurred on or before the Longstop Date, then this Loan Agreement shall automatically terminate and cease to be of force or effect save for clause 1, 2, this clause 5, clauses 18, 19 and 20. 5.5. If, in the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of erroneous belief that the Conditions Precedent from being satisfied have been fulfilled or waived, the Lender Advances any amount to the Borrower under the Facility (“Erroneous Amount”) and if it subsequently transpires that any one or more of such Conditions Precedent have in fact not been fulfilled or waived: 5.5.1. the terms and conditions of this Loan Agreement shall apply in respect of the Erroneous Amount, notwithstanding that the conditions precedent, or any one of them, have not been fulfilled or waived; and/or 5.5.2. the Lender shall be entitled to demand performance of the relevant condition precedent, which shall thereby be converted into an undertaking to be fulfilled by the Long-Stop DateBorrower or as applicable, it the Borrower undertaking to procure fulfilment thereof by the relevant party within the period, not exceeding 10 (ten) Business Days, as may be required by the Lender in such written notice; and/or 5.5.3. the Lender shall immediately inform be entitled, within 20 (twenty) Business Days of becoming aware thereof, to require that the other Party Erroneous Amount (including any interest that has accrued thereon) be repaid by the Borrower to the Lender on 20 (twenty) Business Days written notice, unless the Borrower can cause such conditions precedent to be fulfilled within such period to the satisfaction of the sameLender.

Conditions Precedent. Completion The parties hereto agree that no provision of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: this Agreement shall be effective until (a) the completion Administrative Agent shall have received a copy of this Agreement executed and delivered by each of the Placement ExerciseLoan Parties made signatory hereto and by each Lender required by the Credit Agreement for the effectiveness of such provision hereof, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shallAdministrative Agent shall have received payment for all interest payments accrued on the Obligations through March 8, prior to its EGM to approve the Transactions (as defined in sub- paragraph 2002, (c) below)the Administrative Agent shall have received an opinion of counsel to the Parent, procure the execution of irrevocable undertakings (Borrower and their Subsidiaries in such form and substance satisfactory to the VendorAdministrative Agent and Lenders (such opinion to include, without limitation, enforceability of this Agreement and no conflict with Parent's, Borrower's and their Subsidiaries' material agreements), (d) the Administrative Agent shall have received copies of all executed investor agreements, term sheets, letters of intent, financing proposals, securities purchase agreements or other related agreements received by Shareholders who hold an aggregate of at least 50.1% of the total Shares Borrower or the Parent, (e) Special Counsel shall have received $200,000 in the capital form of a retainer to be used by Special Counsel for the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno payment of professional fees and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares services and (iif) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment all fees and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) expenses in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of Loan Papers, including this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”)Agreement, if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, including legal and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), professional fees and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof expenses incurred on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing)this Agreement by Administrative Agent, subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”)including, and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Datewithout limitation, the Company or the Vendor becomes aware fees and expenses of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop DateWinstead Sechrest & Minick P.C., it Deloitte Consulting, Hunton and Wilxxxxx xxd xxxxx xutsxxxxxxg local counsel fees (other than those xxxxx xxsputed in good faith) shall immediately inform the other Party of the samehave been paid.

Conditions Precedent. Completion Each of the Proposed Acquisition is conditional upon the following conditions precedent shall be satisfied in order for this Agreement to be effective (and the date on which all such conditions are satisfied is the "Conditions PrecedentEFFECTIVE DATE") being fulfilled (or waived) on or prior to Completion:): (a) The Administrative Agent shall have received on or before the completion Effective Date the following, each dated as of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement such day (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) belowunless otherwise specified), procure the execution of irrevocable undertakings (in such form and substance reasonably satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares Administrative Agent and (iiexcept for the Notes) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forsufficient copies for each Lender: (i) the Proposed Acquisition (including the allotment and issue counterparts of this Agreement executed by each of the Consideration Shares and the Introducer Shares)parties hereto; (ii) (if a ratification of Guaranty in substantially the eligibility requirements under the listing rules form of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard Exhibit J hereto (the “Mainboard Transfer”)"RATIFICATION") duly executed by each Guarantor; (iii) an ordinary resolution Amended and Restated Security Agreement in substantially the form of Exhibit I hereto (the Company"SECURITY AGREEMENT"), which if passed by independent Shareholders would result in a waiver duly executed by the independent Shareholders of their right to receive a mandatory general offer from the Vendor Collateral Agent and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”)each Loan Party; (iv) except as provided in Section 5.01(k)(vii), mortgage amendments in substantially the Share Consolidation form of Exhibit E hereto (with such changes as defined may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed in paragraph 4.5(fpart 1 of Schedule 4.01(q) hereto (the "MORTGAGE AMENDMENTS"), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of this announcement)the Mortgage Amendments have been duly executed, acknowledged and delivered on or before the Effective Date and are in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary and that all applicable filing and recording taxes and fees, if any, have been paid or a sufficient amount has been collected by the relevant title insurer referenced in clause (B) below to satisfy the payments thereof; (B) a modification or endorsement, in form and substance reasonably satisfactory to the Administrative Agent, to each of the Mortgage Policies, and (C) such other consents, agreements and confirmations as the Administrative Agent may deem necessary and evidence that all other actions that the Administrative Agent may deem necessary in order to preserve valid and subsisting Liens on the property described in the Mortgages has been taken; (v) certified copies of the capitalisation resolutions of certain loans granted the Board of Directors or Board of Managers, as applicable, of each Loan Party approving this Agreement and each Loan Document to which it is or is to be a party, and copies of all documents evidencing other necessary corporate or limited liability company action and governmental and other third party approvals and consents, if any, with respect to the Group Transaction and each Loan Document to which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessaryit is or is to be a party; (vi) a copy of a certificate of the proposed appointment Secretary of State of the jurisdiction of organization of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or re-appointment other constituent document of such Loan Party and each amendment thereto on file in such Secretary's office and (as B) that (1) such amendments are the case may be) of new Directors at Completiononly amendments to such Loan Party's charter or other constituent document on file in such Secretary's office, of which two (2) new Directors such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization; (vii) a certificate of each Loan Party, signed on behalf of such Loan Party by its Secretary or any Assistant Secretary, dated as of the Effective Date (the statements made in which certificate shall be nominated true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the relevant certificate of incorporation or other constituent document as certified by the Company Secretary of State's certificate referred to in Section 3.01(a)(vii) since the date of such Secretary of State's certificate, (one B) a true and correct copy of whom shall be an existing Directorthe bylaws, if any, of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(vi) were adopted and on the Effective Date, and (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the other shall be Soh Xxx Xxxxx, absence of any proceeding for the Independent Non-Executive Chairman dissolution or liquidation of such Loan Party; (viii) a certificate of the Company Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (collectivelyix) a certificate, in substantially the "Relevant Directors"form of Exhibit D, attesting to the Solvency of BMCA and its subsidiaries, taken as a whole, before and after giving effect to the transactions contemplated hereunder (and assuming that neither BMCA nor any of its Subsidiaries is subject to asbestos-related liabilities), from the Chief Financial Officer of BMCA; (x) evidence of insurance maintained by BMCA and its respective subsidiaries as required under the Loan Documents, and the rest of the new Directors Collateral Agreement Agent shall be nominated by named as an additional insured or loss payee under all insurance policies to be maintained with respect to properties constituting Collateral; (xi) a favorable opinion of Weil, Gotshal & Manges LLP, counsel for the Vendor)Loan Parties, in subsxxxxxxlly the form of Exhibit G hereto; (xii) a favorable opinion of Marc J. Kurzman, the acting General Counsel to BMXX, xx xxxxxxxxially the form of Exhibit H hereto; and (viixiii) such other matters the Resignation and Assignment, in connection with substantially the foregoing, as may be necessary or agreed between the Parties in writing, form of Exhibit B hereto (collectively, the "TransactionsRESIGNATION AND Assignment");) duly executed by the Collateral Agent and the Existing Agent. (db) Appropriate notice shall have been duly provided in the completion bankruptcy case of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' LoansG-I Holdings, further details of which Inc. without any adverse action being take with respect thereto, or if any objections are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained made in respect of such notice, the relevant Transactions bankruptcy court has issued an order (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shareswhich has become final) and if such approval is subject to conditions, such conditions being reasonably acceptable satisfactory to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply Administrative Agent with the requirements of Rule 14 of the Takeover Code, subject respect to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable Transaction as referred to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.in

Conditions Precedent. Completion Before this Agreement becomes effective and any party becomes obligated under it, all of the Proposed Acquisition is conditional upon the following conditions shall have been satisfied in a manner acceptable to Agent in its sole judgment ("Conditions Precedent") such date when all the following conditions are so satisfied being fulfilled (or waived) on or prior to Completion:the “Modification Effective Date”): (a) the completion 5.1 Agent shall have received all of the Placement Exercisefollowing, as soon as reasonably practicableeach of which shall be originals unless otherwise specified, but each duly executed by an authorized signatory of each party thereto and each in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to Agent and its legal counsel (unless otherwise specified or, in the Vendor) by Shareholders who hold an aggregate of at least 50.1% case of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose date of any of their Shares the following, unless Agent otherwise agrees or directs): 5.1.1 this Agreement; and 5.1.2 the Reaffirmation of Subordination Agreement and (ii) Consent to vote Modification and Waiver executed by JMC in favour the form attached hereto. 5.2 Agent shall have received such documentation as Agent may reasonably require to establish the due organization, valid existence and good standing of any guarantor or other party to any of the Transactions at Loan Documents, its qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, its authority to execute, deliver and perform the EGM;Loan Documents to which it is a party, the identity, authority and capacity of each authorized signatory thereof authorized to act on its behalf, including certified copies of articles of organization and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like. (c) 5.3 Agent shall have received any other agreements, resolutions, documents, opinion letters, entity documents, UCC and litigation searches, and information relating to the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition Loan (including the allotment and issue evidence of the Consideration Shares and the Introducer Shares); (iiBorrower's authority to enter into this Agreement) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) that Agent may reasonably require or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) request in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment Agreement or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or eventsother Loan Documents, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material documents reaffirming Agent's security interest in the context Collateral as required according to local law practices. 5.4 All of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Borrower set forth in this Agreement being shall be true and accurate, correct in all material respects on and as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase this Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion The effectiveness of this Amendment is subject to (i) the truth and accuracy of the Proposed Acquisition is conditional upon representations set forth in Section 3 below and (ii) receipt by the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion Administrative Agent of the Placement Exercisefollowing, as soon as reasonably practicable, but each of which shall be in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Administrative Agent (the first date on which each of the total Shares in conditions pursuant to the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to foregoing clauses (i) and (ii) shall have been satisfied, the “First Amendment Effective Date”): (a) a counterpart of this Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Requisite Lenders; (b) a certificate of the Borrower’s chief executive officer, chief legal officer, chief financial officer or chief accounting officer certifying as of the date hereof, after giving effect to this Amendment and the other transactions contemplated hereby, that (i) no Default or Event of Default shall be in existence, and (ii) the representations and warranties made or deemed made by the Borrower or any other Loan Party in the Amended Credit Agreement and any other Loan Document to which such Loan Party is a party shall be true and correct in all respects on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement; (c) a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) on behalf of the Borrower dated the First Amendment Effective Date, certifying (A) that attached thereto are true, correct and complete copies of (i) the certificate of incorporation or formation, certificate of limited partnership, declaration of trust or other comparable organizational instrument, as applicable, of such Loan Party certified as of a recent date by the Secretary of State of the state of organization of such Loan Party and (ii) the by-laws, operating agreement, partnership agreement, or other comparable governing document, as applicable, of such Loan Party, (B) that attached thereto is a true, correct and complete copy of a certificate as to the good standing of such Loan Party as of a recent date from the Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or board of members or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such person is a party entered into in connection herewith, and that such resolutions have not dispose been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (D) as to the signature and incumbency certificates of its officers executing this Amendment or any of their Shares the other Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate pursuant to this clause (c)); provided that such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (A) or (D) since such documents or items were last delivered to the Administrative Agent on the Effective Date; (d) an opinion of Xxxxxxxx & Worcester LLP, as counsel to the Borrower and the other Loan Parties, and an opinion of Xxxx Xxxxx Xxxxxxxx & Xxxx LLP, as special Maryland counsel to the Borrower, in each case addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request; (e) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders in connection with this Amendment have been paid; (i) all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws and regulations, including without limitation, the Patriot Act, and (ii) to vote in favour of the Transactions at extent the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements Borrower qualifies as a “legal entity customer” under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Mainboard Borrower, in each case, at least five (the “Mainboard Transfer”); (iii5) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted Business Days prior to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor)First Amendment Effective Date; and (viig) such other matters in connection with the foregoingdocuments, as may be necessary agreements, instruments, certificates or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date confirmations as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Administrative Agent may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion This Amendment shall not become effective until the date on which each of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled is satisfied (or waivedwaived in accordance with Section 10.02) on or prior to Completion:(the “Amendment Effective Date”): (a) The Administrative Agent shall have received from the completion of Lenders and the Placement ExerciseBorrower, as soon as reasonably practicable, but counterparts (in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date number as may be agreed between requested by the Parties in writing);Administrative Agent) of this Amendment signed on behalf of such Persons. (b) The Administrative Agent and the Company shallLenders shall have received all extension and other fees and other amounts due and payable on the Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to its EGM to approve the Transactions Amendment Effective Date (as defined in sub- paragraph (c) belowunless the Borrower otherwise consents), procure reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the execution of irrevocable undertakings (in such form and substance satisfactory Borrower pursuant to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to Section 10.03. (i) not dispose The representations and warranties contained in each Loan Document shall be true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty shall be true and accurate in all respects) on and as of any the Amendment Effective Date as though made on and as of their Shares such date (except to the extent that such representations and warranties relate solely to an earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.01(f) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 4.01(a) and (b) thereof) and (ii) to vote in favour no Default or Event of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment Default shall have occurred and issue of the Consideration Shares be continuing, both immediately prior and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist after giving effect to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) terms of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions");Amendment. (d) The Administrative Agent shall have received (i) copies of corporate resolutions certified by the completion Secretary or Assistant Secretary of the Shareholders’ Loan Capitalisation and/or General Partner, or such other evidence as may be satisfactory to the repayment Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness under the Credit Agreement with a Maturity Date as extended pursuant to Section 3 hereof has been duly authorized by all necessary corporate action and (ii) such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Shareholders' LoansAdministrative Agent, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change conditions set forth in this Section 4 or events, acts or omissions reasonably likely to lead to the waiver of such material adverse change in conditions as permitted hereby. The Administrative Agent shall notify the assets, prospects, performance, financial position or results Borrower and the Lenders of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or eventsAmendment Effective Date and such notice shall be final, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) conclusive and binding upon all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation parties to the Sale and Purchase Credit Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and for all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samepurposes.

Conditions Precedent. Completion This Agreement shall become effective only upon satisfaction of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) the completion execution and delivery of this Agreement by Borrower, Agent, and each of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Banks; (b) execution and delivery of the Company shallConsent, prior to its EGM to approve Reaffirmation, and Agreement of the Transactions (as defined in sub- paragraph Guarantors at the end hereof by each of the Guarantors; (c) belowexecution and delivery of the Florida Out-of-State Affidavit in the form of Exhibit A, attached hereto and made a part hereof, by the Borrower; (d) Agent shall have received all documents it may reasonably request relating to the existence of each of Borrower and the Guarantors (including without limitation certified copies of the Articles of Incorporation and Bylaws, and any amendments thereto), procure the execution corporate authority for and the validity of irrevocable undertakings the Loan Documents (as amended by this Agreement) (including without limitation certified copies of corporate resolutions of the Board of Directors of Borrower and the Guarantors and incumbency certificates), and any other matters relevant hereto, all in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Agent and each of the total Shares Banks; (e) there shall not have occurred a material adverse change since January 30, 2016, in the capital of the Company business, assets, liabilities (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxxactual or contingent), under which operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole or in the facts and information regarding such Shareholders entities as represented to date; (f) there shall undertake not have occurred any action, suit, investigation, or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to materially and adversely affect (i) not dispose of Borrower or any of their Shares and its Subsidiaries, taken as a whole, (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) any transaction contemplated hereby, or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution the ability of Borrower or any of its Subsidiaries or any other Obligor under any Guarantee to perform its respective obligations under the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation Loan Documents (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendoramended hereby); and (viig) such other matters in connection Borrower shall have paid (or the Agent shall be satisfied with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval arrangements made for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Sharespayment of) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely an upfront fee to lead to such material adverse change in the assets, prospects, performance, financial position or results each of the operations Banks in an amount equal to 0.20% of each such Bank’s Commitment on the date hereof (and after giving effect hereto) and (ii) all other costs, fees, and expense owed by Borrower to the Banks and Agent as of the Target Group occurring on or before date hereof (with the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities Borrower hereby authorizing the Agent to debit its applicable deposit account maintained with the Agent and bodies (if required) in relation to apply the proceeds thereof to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties payment of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writingforegoing items), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion One Valley --------------------------------- The obligations of One Valley to effect the transactions contemplated by this Agreement shall be subject to the satisfaction of the Proposed Acquisition is conditional upon the following additional conditions ("Conditions Precedent") being fulfilled (or waived) on at or prior to Completionthe Effective Time, unless waived by One Valley pursuant to Section 7.4: (a) the completion All representations and warranties of the Placement Exercise, BB&T shall be evaluated as soon as reasonably practicable, but in any case within 21 days of the date of this Agreement and as of the Sale Effective Time as though made on and Purchase Agreement as of the Effective Time (or on the date designated in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise contemplated by this Agreement or consented to in writing by One Valley. There shall not exist inaccuracies in the representations and warranties of BB&T set forth in this Agreement such other date as may be agreed between that the Parties in writing)aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect on BB&T; (b) the Company shall, prior to its EGM to approve the Transactions (as defined BB&T shall have performed in sub- paragraph (c) below), procure the execution of irrevocable undertakings (all material respects all obligations and complied in such form and substance satisfactory to the Vendor) all material respects with all covenants required by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMthis Agreement; (c) BB&T shall have delivered to One Valley a certificate, dated the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment Closing Date and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) signed by its Chairman or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist President or an Executive Vice President, to the Mainboard (effect that the “Mainboard Transfer”conditions set forth in Sections 6.1(a); (iii, 6.1(b), 6.1(c), 6.1(d), 6.2(a) an ordinary resolution of the Companyand 6.2(b), which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”)extent applicable to BB&T, if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")have been satisfied; (d) The shares of BB&T Common Stock issuable pursuant to the completion Merger shall have been approved for listing on the NYSE, subject to official notice of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement;issuance; and (e) the approval One Valley shall have received an opinion of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover CodeXxxxxxxx & Xxxxxxxx, subject to customary assumptions and representations, substantially to the passing effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameCode.

Conditions Precedent. Completion (i) The terms and conditions set out in this Section 2 shall only become effective (and prior to such time shall be of no force and effect) upon the Proposed Acquisition is conditional upon satisfaction in full (or the waiver by the SMM Subsidiary) of each of the following conditions (the "Conditions Precedent"): (A) being fulfilled receipt by Xxxxxxxx and the SMM Subsidiary of an acknowledgement and consent agreement, in form and substance satisfactory to each of IMG, Sumitomo and the SMM Subsidiary, duly executed by or on behalf of the Lenders (or waivedany requisite majority thereof) on or prior to Completion: (a) under the completion of the Placement ExerciseCredit Agreement, as soon as reasonably practicable, but which acknowledgement and consent agreement shall be effective in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)accordance with its terms; (bB) receipt by the Company shallSMM Subsidiary of a certificate of a senior officer or director of IMG certifying the board resolutions of IMG, prior in form and substance satisfactory to its EGM each of IMG and the SMM Subsidiary, approving this Agreement and the transactions contemplated hereby; and (C) opinion(s) from external counsel to approve the Transactions (as defined IMG, in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the VendorSMM Subsidiary, as to the due execution and delivery of this Agreement, and non-contravention of (1) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in Credit Agreement, the capital of Indenture and the Company MSA, (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i2) not dispose of any of their Shares IMG's constating documents and (ii3) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares);applicable laws. (ii) (if the eligibility requirements under the listing rules Each of the Mainboard Conditions Precedent is for the exclusive benefit of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, Sumitomo and the other SMM Subsidiary and may only be waived by them in their sole discretion. IMG shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), use all reasonable commercial efforts and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, take all reasonable action as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing advisable to satisfy and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) fulfil all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon promptly as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) reasonably practicable. For greater certainty, upon satisfaction (or such other date as waiver by the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion SMM Subsidiary) of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at the SMM Subsidiary shall have no obligation to fund any time Interim Participant Advance in respect of any Cash Call Notice that was issued prior to the Completion Datesuch satisfaction (or waiver), the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied unless otherwise agreed to by the Long-Stop Date, it shall immediately inform the other Party of the sameSMM Subsidiary.

Conditions Precedent. Completion Administrative Agent’s and Lenders’ obligation to make any disbursements or take any other action under the Loan Documents shall be subject to satisfaction of the Proposed Acquisition is conditional upon each of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) the completion There shall exist no Default or Potential Default, as defined in this Agreement, or Default as defined in any of the Placement Exercise, as soon as reasonably practicable, but other Loan Documents or in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Other Related Documents; and (b) Administrative Agent shall have received all Loan Documents, other documents, instruments, policies, and forms of evidence or other materials requested by Administrative Agent or any Lender under the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution terms of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% this Agreement or any of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM;other Loan Documents; and (c) Administrative Agent shall have received with respect to the requisite approval of Shareholders at the EGM being obtained forProperty: (i) To the Proposed Acquisition extent available, operating statements for the previous two (including the allotment and issue of the Consideration Shares and the Introducer Shares)2) years; (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist A current rent roll, in form satisfactory to Administrative Agent, and certified by Borrower to be true and correct to the Mainboard (best of Borrower’s knowledge and, to the “Mainboard Transfer”)extent available, an uncertified two-year operating and occupancy history; (iii) an ordinary resolution The Title Policy insuring the first lien priority of the CompanyDeed of Trust, which if passed together with all endorsements thereto reasonably requested by independent Shareholders would result in a waiver by Administrative Agent, to the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”)extent available; (iv) A survey certified by a surveyor licensed in the Share Consolidation (applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, including a certification that the Property is not located in a Special Flood Hazard Area as defined in paragraph 4.5(f) of this announcement)by the Federal Insurance Administration; (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement A “Phase I” environmental assessment, not more than twelve (“Shareholders’ Loan”12) (the “Shareholders’ Loan Capitalisation”), if necessarymonths old; (vi) Copies (true and correct, to the proposed appointment or re-appointment (as the case may bebest of Borrower’s knowledge) of new Directors at Completion, of which two (2) new Directors shall be nominated by all Major Agreements and Leases affecting the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor)Property; and (vii) Copies (true and correct, to the best of Borrower’s knowledge) of engineering, mechanical, structural or maintenance studies performed (if not previously performed, such other matters studies as shall be required by Administrative Agent); and (d) Administrative Agent shall have received from each Lender such Lender’s Pro Rata Share of such disbursement; and (e) The Other Borrowers shall have (i) executed and caused to be recorded modifications to the security documents executed in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Other Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated SharesOther Loan Security Documents”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably in forms acceptable to Lender, whereby the Parties Other Loan shall be cross-collateralized and if required by cross-defaulted with the SGX-STLoan and (ii) executed a letter agreement, such conditions being fulfilled or satisfied on or before Completionin a form acceptable to Lender, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 confirming that payment of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having Domain Gateway/Las Cimas Release Payment is a condition precedent to comply with the requirements of Rule 14 release of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameOther Loan Security Documents.

Conditions Precedent. Completion The obligation of the Proposed Acquisition Castlelake Representative to release funds in the Disbursement Account to the Borrower in accordance with Section 2.10(c) is conditional upon subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forprecedent: (i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Proposed Acquisition Required Lenders (including provided that the allotment terms and issue provisions set forth in the Credit Documents as of the Consideration Shares Closing Date shall be deemed satisfactory to the Required Lenders) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Introducer Shares)Required Lenders to be material, in each case, without the consent of the Required Lenders; (ii) the Administrative Agent shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. one (if 1) Business Days prior to the eligibility requirements date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the "Release Date"), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and the Required Lenders and (B) set forth the information required to be provided under the listing rules Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number, (2) Obligor name, (3) the outstanding principal balance of the Mainboard of the SGX-ST Receivable evidenced by such Contract), (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met4) the transfer Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the listing status of Administrative Agent or the Company from the Catalist Required Lenders with respect to the Mainboard (the “Mainboard Transfer”)such Release Date; (iii) an ordinary resolution as of such Release Date, the Company, which if passed by independent Shareholders would result in a waiver representations and warranties made by the independent Shareholders applicable Credit Parties contained herein and in the other Credit Documents to which it is a party shall be true and LEGAL 4873-0998-8490v4881-9719-6460v.143 correct in all material respects (or in all respects to the extent already qualified by materiality) on and as of their right that Release Date to receive a mandatory general offer from the Vendor same extent as though made on and parties acting as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in concert with it which case such representations and warranties shall have been true and correct in all material respects (the “Vendor Concert Group”or all respects, as applicable) in connection with the Transactions (the “Whitewash Resolution”)on and as of such earlier date; (iv) as of such Release Date, after giving effect to the Share Consolidation (as defined in paragraph 4.5(f) requested release of this announcement)funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the Disbursement Account to the Borrower that would constitute an Event of Default or a Default; (v) as of such Release Date, the capitalisation of certain loans granted to Collateral Agent and the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessaryLenders shall have received a fully executed Assignment; (vi) the proposed appointment Required Lenders shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent and the Lenders shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or re-appointment caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (as to the case may beextent required pursuant to the Backup Servicing Agreement) the Administrative Agent and the Lenders shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent and the Required Lenders in their sole discretions; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred and be continuing; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of new Directors at Completion, of which two (2) new Directors shall be nominated the requested funds to Borrower and the purchase by the Company (one Borrower of whom additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor)exist; and (viixiii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion none of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject Receivables to conditions, such conditions being reasonably acceptable be sold to the Parties Borrower on such Release Date and if required by reflected on the SGXBorrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-STservicer relating to such Person's authority to market, such conditions being fulfilled originate, hold, own, service, pledge or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply enforce any Receivable with the requirements of Rule 14 of the Takeover Code, subject respect to the passing residents of the Whitewash Resolution such state. LEGAL 4873-0998-8490v4881-9719-6460v.143 Any Agent shall be entitled, but not obligated, to request and such other conditions that the SIC may impose which are reasonably acceptable receive, prior to the Vendor, and release of any funds from the Disbursement Account to the extent that any such conditions are required to be fulfilled or satisfied on or before CompletionBorrower, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation additional information reasonably satisfactory to the Target Group's mining assets in accordance with requesting party confirming the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results satisfaction of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to foregoing if, in the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period good faith judgment of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension Agent, such request is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party warranted under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samecircumstances.

Conditions Precedent. Completion (ad) As conditions precedent to the effectiveness of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) this Agreement, Purchaser shall have received on or prior to Completion: (a) before the completion of Effective Date the Placement Exercisefollowing, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) Purchaser and duly executed by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) each party thereto (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”);applicable): (iv) Each of the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated Program Documents duly executed and delivered by the Company (one of whom shall be an existing Director, parties thereto and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver free of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned any modification, breach or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledwaiver; (gv) A certificate of an officer of Seller attaching certified copies of Seller’s consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (vi) A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date which is ten (10) Business Days prior to the Effective Date; (vii) An incumbency certificate of the secretary of Seller certifying the names, true signatures and titles of Seller’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (viii) An opinion of Seller’s counsel as to such matters as Purchaser may reasonably request (including, without limitation, with respect to Purchaser’s perfected security interest in the Purchased Assets, a non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Independent Valuation ReportAct to Seller, the Target Independent Valuation Report an opinion that this Agreement constitutes a “repurchase agreement”, a “securities contract” and a report “master netting agreement” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Sections 546(e), 546(f), and 546(j) of the Bankruptcy Code, each in form and substance acceptable to Purchaser); (which may be a NI 43-101 report or an equivalent reportix) prepared by a qualified person (as defined under the Listing Rules) in relation Seller shall have paid to the Target Group's mining assets Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Listing Rules being issued Program Documents, including without limitation, the Structuring Fee, the Non-Utilization Fee, and any Transaction Fees then due and owing pursuant to Section 2 of the Pricing Side Letter, in compliance with the Listing Rulesimmediately available funds, and without deduction, set-off or counterclaim; (hx) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results A copy of the operations insurance policies required by Section 1415(q) of the Group occurring on or before the Completion Datethis Agreement; (ixi) no material adverse change or events, acts or omissions reasonably likely Duly completed and filed Uniform Commercial Code financing statements acceptable to lead to such material adverse change in Purchaser and covering the assets, prospects, performance, financial position or results of the operations of the Target Group occurring Purchased Assets on or before the Completion DateForm UCC1; (jxii) all approvals, filings, exemptions Purchaser or waivers by regulatory authorities and bodies (if required) in relation Agent shall have completed the due diligence review pursuant to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the PartiesSection 3637, and all such approvals review shall be satisfactory to Purchaser and filings remaining Agent in full force and effect on the Completion Datetheir sole discretion; (kxiii) all necessary approvalsSeller shall have provided evidence, consents or waivers by contracting third parties of the parties satisfactory to Purchaser and Agent, that Servicer’s and Seller’s Approvals are in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreementgood standing; and (nxiv) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event Any other documents reasonably requested by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (Purchaser or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameAgent.

Conditions Precedent. Completion This Amendment shall ome binding upon the receipt by the Agent of the Proposed Acquisition is conditional upon following documents and satisfaction of the following other conditions ("Conditions Precedent") being fulfilled (or waived) on or prior provided in this Section 3, each of which must be satisfactory to Completionthe Agent in form and substance: (a) counterparts of this Amendment executed by the completion of Borrower and the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Lenders; (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% certificates of the total Shares in the capital Secretary or an Assistant Secretary of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno Borrower and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to of the Guarantor setting forth for each of them (i) not dispose the resolutions of any its board of their Shares directors with respect to the authorization to execute, deliver and perform this Amendment; (ii) the officer of such entity authorized to vote in favour sign this Amendment, and (iii) the signature of the Transactions at the EGMsuch authorized officer of such entity; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue evidence of the Consideration Shares closing and concurrent funding of the Subordinated Debt pursuant to the Indenture and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist equity issuance pursuant to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")Securities Purchase Agreement; (d) the completion a copy of the Shareholders’ Loan Capitalisation and/or Securities Purchase Agreement and the repayment of Indenture and all documents executed with respect to the Shareholders' Loans, further details of which are set out Subordinated Debt all in paragraph 4.11 of this announcement;form and substance acceptable to the Lenders; and (e) the approval A security agreement executed by Brigxxx Xxxloration in favor of the SGXAgent granting a first-ST being obtained priority security interest in respect all of the relevant Transactions (including in-principle approval for the listing Brigxxx Xxxloration's right, title and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable interest to the Parties and if required by the SGX-STownership interests of Brigxxx Xxxdings I, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectLLC; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining A security agreement executed by Brigxxx Xxx. in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 favor of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group Agent granting a first-priority security interest in all of Brigxxx Inc.'s right, title and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, interest in and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completionownership interests of Brigxxx Xxxdings II, they are so fulfilledLLC and the Borrower; (g) A security agreement executed by Brigxxx Xxxdings II, LLC in favor of the Company Independent Valuation ReportAgent granting a first-priority security interest in all of Brigxxx Xxxdings II, the Target Independent Valuation Report LLC's right, title and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) interest in relation and to the Target Group's mining assets partnership interests in accordance with the Listing Rules being issued in compliance with the Listing RulesBorrower; (h) no material adverse change or eventsA security agreement executed by Brigxxx Xxxdings I, acts or omissions reasonably likely to lead to such material adverse change LLC in the assets, prospects, performance, financial position or results favor of the operations Agent granting a first priority security interest in all of Brigxxx Xxxdings I, LLC's right, title and interest in and to the Group occurring on or before the Completion Datepartnership interests in Borrower; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date documents as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Agent or its counsel may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion This First Amendment shall become effective upon the satisfaction of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of such satisfaction, the Sale “First Amendment Effective Date”): 5.1 The Administrative Agent shall have received certificate(s), addressed to the Administrative Agent and Purchase Agreement (or such other date each Lender, dated as may be agreed between of the First Amendment Effective Date, from each of the Borrower Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (cthe Amended Loan agreement) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory as to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completionfollowing, and such approval remaining certificate(s) shall be accurate in full force and effect;all respects: (f) 5.1.1 the Securities Industry Council (“SIC”) having granted certification of the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”)resolutions, and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Codeauthorizing, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that relevant, the execution, delivery and performance of this First Amendment and each other Loan Document (including, the granting of any security interests by such conditions are required Borrower Party under the Security Documents to which it is or is to be fulfilled or satisfied a party) to be executed by it on or before Completionthe date hereof (together with this First Amendment, they are so fulfilledthe “First Amendment Documents”) and the performance of its obligations contemplated hereby and thereby; (g) 5.1.2 the Company Independent Valuation Report, the Target Independent Valuation Report incumbency and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person signatures of those Responsible Officers (as defined under in the Listing RulesAmended Loan Agreement) in relation who have signed or will sign each First Amendment Document to which the Target Group's mining assets in accordance Borrower Parties are or will be parties, or who are, until replaced by another such Responsible Officer duly authorized for such purpose, authorized to act with the Listing Rules being issued in compliance with the Listing Rulesrespect to each First Amendment Document; 5.1.3 the Governing Documents (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change as defined in the assets, prospects, performance, financial position or results Amended Loan Agreement) for the Borrower Parties; 5.1.4 a recent certificate of good standing for the Borrower Parties from the Secretary of State of the operations State of the Group occurring on or before the Completion DateDelaware; 5.1.5 certification that (i) no material adverse change each of the conditions precedent to the First Amendment Effective Date has been satisfied in form and substance acceptable to, or eventswaived by, acts or omissions reasonably likely to lead to such material adverse change the Administrative Agent and (ii) the representations and warranties contained in the assets, prospects, performance, financial position or results Amended Loan Agreement and each of the operations Loan Documents are true and correct in all material respects (except to the extent qualified by materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties are true and correct in all respects); 5.1.6 certification that each of the Target Group occurring on or Borrower Parties immediately before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation after giving effect to the Sale transactions contemplated by the Loan Documents is, and Purchase Agreement will be, Solvent (as defined in the Amended Loan Agreement); such certificate(s) to be executed by a Responsible Officer and the Transactions being obtained or made on terms reasonably acceptable addressed to the PartiesAdministrative Agent and each Lender and accompanied by copies of all documents referred to in clauses 5.1.1 through 5.1.6 immediately above, in each case as then in effect, certified to be true, complete and all correct and, that, except as provided to the Administrative Agent with the certificate(s), each such approvals document has not been amended, restated, amended and filings remaining restated, supplemented or modified and is in full force and effect on effect. 5.2 The Administrative Agent shall have received an opinion of Xxxxxxxxx’ counsel, addressed to Administrative Agent and each Lender, as to such matters concerning the Completion Date;Loan Parties and the Loan Documents as the Lenders may request. (k) all necessary approvals5.3 Each of the First Amendment Documents shall have been duly authorized, consents or waivers executed and delivered by contracting third parties each of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers thereto and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining shall be in full force and effect on effect, and the Completion Date;Administrative Agent and the Collateral Agent shall have received fully executed originals of such First Amendment Documents. (l) no governmental authority or court of competent jurisdiction having enacted5.4 The Administrative Agent shall have received such other documents from New Sponsor, issuedOriginal Sponsor, promulgatedeach Borrower, enforced or entered any lawNew Parent, ruleOriginal Parent and each other Guarantor as it may reasonably request. 5.5 [Reserved]. 5.6 The filings, regulationrecordings and other actions necessary, judgment, decree, executive order or award having in the effect of making any opinion of the Transactions illegal Collateral Agent, in order to establish and to perfect the security interests in the Collateral to be granted to the Collateral Agent for the benefit of the Secured Parties have been made or otherwise prohibiting consummation thereof on taken or shall be made concurrently. 5.7 To the extent reflected in a statement of such counsel rendered to the Borrower Representative (as defined in the Amended Loan Agreement) prior to the Completion First Amendment Effective Date; (m) , the Shares remaining listed on Borrowers shall have paid all reasonable and documented out-of-pocket expenses of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel to the SGX-ST Administrative Agent and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is Collateral Agent, that were incurred in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samethis First Amendment.

Conditions Precedent. Completion The effectiveness of this Amendment is subject to (i) the truth and accuracy of the Proposed Acquisition is conditional upon representations set forth in Section 3 below and (ii) receipt by the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion Administrative Agent of the Placement Exercisefollowing, as soon as reasonably practicable, but each of which shall be in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Administrative Agent (the first date on which each of the total Shares in conditions pursuant to the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to foregoing clauses (i) not dispose of any of their Shares and (ii) to vote in favour shall have been satisfied, the “Second Amendment Effective Date”): (a) a counterpart of this Amendment duly executed by the Borrower, the Administrative Agent and the Requisite Lenders; (b) a certificate of the Transactions at Borrower’s chief executive officer, chief legal officer, chief financial officer or chief accounting officer certifying as of the EGMdate hereof, and after giving effect to this Amendment and the other transactions contemplated hereby, that (i) no Default or Event of Default shall be in existence, (ii) the representations and warranties made or deemed made by the Borrower or any other Loan Party in the Amended Credit Agreement and any other Loan Document to which such Loan Party is a party shall be true and correct in all respects on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement, and (iii) the Collateral Value Percentage shall not exceed fifty percent (50%); (c) a certificate of the requisite approval Secretary or Assistant Secretary (or other individual performing similar functions) on behalf of Shareholders at each Loan Party dated the EGM being obtained for: Second Amendment Effective Date, certifying (A) that attached thereto are true, correct and complete copies of (i) the Proposed Acquisition (including certificate of incorporation or formation, certificate of limited partnership, declaration of trust or other comparable organizational instrument, as applicable, of such Loan Party certified as of a recent date by the allotment and issue Secretary of State of the Consideration Shares state of organization of such Loan Party and the Introducer Shares); (ii) the by-laws, operating agreement, partnership agreement, or other comparable governing document, as applicable, of such Loan Party, (if B) that attached thereto is a true, correct and complete copy of a certificate as to the eligibility requirements under the listing rules good standing of the Mainboard such Loan Party as of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company a recent date from the Catalist to the Mainboard Secretary of State (the “Mainboard Transfer”); or other applicable Governmental Authority) of its jurisdiction of organization, (iiiC) an ordinary resolution that attached thereto is a true and complete copy of the Company, which if passed by independent Shareholders would result in a waiver resolutions duly adopted by the independent Shareholders board of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it directors (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(for board of members or equivalent governing body) of this announcement); (v) such Loan Party authorizing the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 execution, delivery and performance of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, Amendment and the other shall be Soh Xxx XxxxxLoan Documents to which such person is a party entered into in connection herewith, the Independent Non-Executive Chairman and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Company (collectively, the "Relevant Directors")date of such certificate, and (D) as to the rest signature and incumbency certificates of its officers executing this Amendment or any of the new Directors shall be nominated by other Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the Vendorincumbency and specimen signature of the officer or authorized person executing the certificate pursuant to this clause (c)); and provided that such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (viiA) or (D) since such other matters in connection with documents or items were last delivered to the foregoing, as may be necessary or agreed between Administrative Agent on the Parties in writing, (collectively, the "Transactions")Effective Date; (d) the completion a Pledge Agreement executed by each Pledgor in favor of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcementAdministrative Agent; (e) the approval of the SGX-ST being obtained Uniform Commercial Code financing statements in respect of the relevant Transactions (including in-principle approval proper form for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effectfiling naming each Pledgor as debtor thereunder; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore copies of Uniform Commercial Code on Take-overs and Mergers (“Takeover Code”)search reports listing all effective financing statements filed against each Pledgor, and with copies of such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledfinancing statements; (g) the Company Independent Valuation Reportan opinion of Sullxxxx & Xorcester LLP, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation counsel to the Target Group's mining assets Borrower and the other Loan Parties, and an opinion of Saul Xxxxx Xxxxxxxx & Xehr XXX, as special Maryland counsel to the Borrower, in accordance with each case addressed to the Listing Rules being issued in compliance with Administrative Agent and the Listing RulesLenders and covering such matters as the Administrative Agent may reasonably request; (h) no material adverse change or eventsevidence that all fees, acts or omissions reasonably likely expenses and reimbursement amounts due and payable to lead to such material adverse change in the assets, prospects, performance, financial position or results Administrative Agent and any of the operations of the Group occurring on or before the Completion DateLenders in connection with this Amendment have been paid; (i) no material adverse change or eventsall information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and Anti-Money Laundering Laws and regulations, acts or omissions reasonably likely including without limitation, the Patriot Act, in each case, at least five (5) Business Days prior to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Second Amendment Effective Date;; and (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date documents, agreements, instruments, certificates or other confirmations as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Administrative Agent may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion of the Proposed Acquisition is The Casa Closing pursuant to Art. V shall be conditional upon each of the following conditions ("Conditions Precedent") being fulfilled (having first been satisfied or waived) on or prior to Completionwaived in writing by all Parties hereto: (a) the completion implementation of the Placement Exercise, as soon as reasonably practicable, but preliminary actions set forth in any case within 21 days Clauses 2.1-2.5 of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)Business Combination Agreement; (b) satisfaction of all the Company shall, prior to its EGM to approve the Transactions (as defined conditions precedent set forth in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% Clause 3 of the total Shares Business Combination Agreement or waiver in accordance with the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMprovisions thereof; (c) the requisite approval of Shareholders at the EGM being obtained foreither or both of: (i) the Proposed Acquisition (including the allotment and issue Commission of the Consideration Shares and European Communities (the Introducer Shares"European Commission") having issued a decision pursuant to Article 6 (1) (b) or Article 8 (2) of European Community Council Regulation 4064/89 ("Regulation 4064/89") and, if such decision is given subject to conditions or obligations, such conditions or obligations being reasonably satisfactory to the Principals; or the competent authorities of any EC Member State concerned, pursuant to either Article 21 (3), or a decision of the European Commission under Article 9 (1), of Regulation 4064/89, having granted their consent, approval or clearance and, if such decision is given subject to conditions or obligations, such conditions or obligations being reasonably satisfactory to the Principals; and/or; (ii) an EC Member State having invoked Article 296 (if the eligibility requirements under the listing rules 1) of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) EC Treaty (as amended by the case may beTreaty of Amsterdam) (“Listing Rules”) are met) and requesting the transfer of Principals not to notify the listing status of merger under Regulation 4064/89 and, if such request is given subject to conditions or obligations imposed on the Company from the Catalist Principals, such conditions or obligations being reasonably satisfactory to the Mainboard Principals, and no EC Member State having validly taken any Regulatory Action (the “Mainboard Transfer”); (iii) an ordinary resolution of the Companyor action, proceeding or proposal which if passed successfully pursued by independent Shareholders the person initiating the same would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"Regulatory Action); (d) pursuant to the completion HSR Act, the Federal Trade Commission or the Anti-trust Division of the Shareholders’ Loan Capitalisation and/or the repayment Department of Justice of the Shareholders' LoansUnited States of America and, further details if applicable, Committee for Foreign Investment in the United States of which are set out America, having given all such consents or approvals as may be required or necessary in paragraph 4.11 of this announcementform and substance reasonably satisfactory to the Principals; (e) the approval authorization of the SGX-ST being obtained in respect transaction by the Spanish Council of Ministers (CONSEJO DE MINISTROS) under article 12.5 of the relevant Transactions (including in-principle approval for the listing Act 5/1996 of 10 January and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled other applicable or satisfied on or before Completion, and such approval remaining in full force and effectrelated regulations; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 authorisation of the Takeover Code for the Shares not owned or controlled foreign investments in Casa by the Vendor Concert Group Spanish Council of Ministers (CONSEJO DE MINISTROS) under article 11 of Royal Decree 664/1999 of 23 April and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilledrelated regulations; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which all such consents or approvals as may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under necessary having been obtained from the Listing Rules) COMMISSION DES PARTICIPATIONS ET DES TRANSFERTS of France for the matters contemplated in relation the Business Combination Agreement having regard to the Target Group's mining assets matters contemplated in accordance with the Listing Rules being issued in compliance with the Listing Rulesthis Agreement; (h) no material adverse change or eventsLagardere and Aerospatiale Matra having obtained from the French MINISTERE DE LA DEFENSE, acts or omissions pursuant to an application in form and substance reasonably likely satisfactory to lead to such material adverse change in the assetsPrincipals, prospects, performance, financial position or results approval of the operations principle that there will be no limitation for German and Spanish nationals working for EADS except in respect of French regulations (of general application to non-French nationals) applying generally for the Group occurring on or before the Completion Dateprotection of military secrets; (i) no material adverse change or events, acts or omissions the parties hereto having obtained from the French MINISTERE DE L'ECONOMIE ET DES FINANCES approval in form and substance reasonably likely satisfactory to lead to such material adverse change the Principals of the transactions contemplated in the assetsMerger Documents, prospectspursuant to the French Laws 86-793 dated 2 July 1986, performance86-912 dated 6 August 1986 (as amended by the law dated 9 July 1993), financial position or results of 89-465 dated 10 July 1989 and the operations of the Target Group occurring on or before the Completion DateARRETE dated 24 December 1992; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies expiration of the periods set forth in Art. IV para. 4.3 (if requiredc) in relation to the Sale and Purchase of this Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; of Clause 4.8 (kc) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making Business Combination Agreement without any of the Transactions illegal Parties hereto or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not thereto having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where exercised its termination right, if any, within such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameperiods.

Conditions Precedent. Completion The obligations of the Proposed Acquisition is conditional upon Parties under this Agreement are subject to the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) the completion The representations and warranties contained herein shall be accurate as of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Closing Date. (b) Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, counsel for the CT Entities (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to each Opt-Out Entity, in substantially the form set out in Annex A-I hereto, Vxxxxxx LLP, Maryland counsel for CT and CT Legacy REIT Mezz Borrower (“Venable”), shall have delivered an opinion, dated the Closing Date, addressed to each Opt-Out Entity, in substantially the form set out in Annex A-II hereto, and Rxxxxxxx, Xxxxxx & Finger, P.A., counsel to CT Legacy Holdings and CT Series 2 Note Issuer (“RLF”), shall have delivered an opinion, dated the Closing Date, addressed to each Opt-Out Entity, in substantially the form set out in Annex A-III hereto. In rendering their opinions, the Company shallCounsel, prior Venable and RLF may rely as to its EGM factual matters upon certificates or other documents furnished by officers, directors and trustees of the CT Entities and by government officials, and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel, Venable and RLF opinions. Company Counsel, Venable and RLF may specify the jurisdictions in which they are admitted to approve practice and that they are not admitted to practice in any other jurisdiction and are not experts in the Transactions (as defined in sub- paragraph law of any other jurisdiction. (c) below)Each of the other transactions in connection with the Restructuring, procure including, without limitation, the execution of irrevocable undertakings (Legacy Asset Contribution Transaction, the CTLRMB Legacy Asset Downstream Contribution Transaction, the CTLA Legacy Asset Downstream Contribution Transactions, the Mezzanine Loan Contribution Transaction, the REIT Stock Contribution Transaction, the Note Exchange Transactions, the Repurchase Financing Assumption Transactions, the WestLB Loan Termination Transaction, the Old JSN Discharge Transaction, the Non-EOD CDO Restructure 1 Contribution Transaction, the EOD CDO Redemption Transaction and the Old JSN 2 Discharge Transaction, shall occur prior to or substantially concurrently with the Closing, and in such form the order contemplated hereby and substance satisfactory described in and pursuant to the Vendordocuments described in, and by Exhibit A hereto. (d) The CT Entities shall each have furnished a certificate of such CT Entity to the Opt-Out Entities, executed by Shareholders who hold an aggregate the secretary or a person performing a similar function of at least 50.1% such CT Entity, in his or her capacity as such, dated as of the total Shares in the capital of the Company (including Xxxxxx XxxxxxxxClosing Date, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake as to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forbelow, certifying: (i) as to the Proposed Acquisition (including the allotment incumbency, signature and issue authority of the Consideration Shares officers of such CT Entity authorized to execute, deliver and perform, as applicable, the Introducer Shares);Operative Documents to which such CT Entity is a party and all other documents, instruments or agreements related thereto to be executed by such CT Entity; and (ii) that the certificate of incorporation and bylaws or certificate of formation and limited liability company agreement, as applicable, of such CT Entity, including, in each case, all amendments thereto, attached to the certificate are true, correct and complete, in effect on the Closing Date and were duly adopted. (if the eligibility requirements under the listing rules e) Each of the Mainboard CT Entities shall have furnished to the Opt-Out Entities a certificate of such CT Entity, signed by the Chief Executive Officer, President or an Executive Vice President, and the Chief Financial Officer, Treasurer or Assistant Treasurer of each CT Entity, in their capacities as such, dated as of the SGX-ST (“Mainboard”) or Catalist Board Closing Date, to the effect that the representations and warranties in this Agreement are true and correct on and as of the SGX-ST Closing Date, and each CT Entity has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (“Catalist”f) (as Simultaneously with the case may be) (“Listing Rules”) are met) the transfer Closing, each of the listing status documents listed in Section 2(b)(i)-(ix) shall be executed and delivered and each of the Company from items in Section 2(b)(i)-(ix) shall have occurred, in each case as provided in Section 2(b). Each certificate signed by any officer of the Catalist CT Entities and delivered to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of Opt-Out Entities or their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) counsel in connection with the Transactions (Operative Documents and the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors transactions contemplated hereby and thereby shall be nominated by deemed to be a representation and warranty of the Company (one of whom shall be an existing DirectorCT Entities, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated not by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and officer in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameindividual capacity.

Conditions Precedent. Completion This Agreement shall be effective upon satisfaction of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionprecedent: (a) Receipt by the completion Administrative Agent of counterparts of this Agreement duly executed by each of the Placement ExerciseBorrowers, as soon as reasonably practicablethe Guarantors, but in any case within 21 days of the date of Required Lenders (including each Lender making a Term Loan Commitment or increasing its Revolving Commitment pursuant to this Agreement), the Sale Administrative Agent, each Swing Line Lender and Purchase Agreement (or such other date as may be agreed between the Parties in writing);each L/C Issuer. (b) Receipt by the Administrative Agent of a Term Note executed by the Company shall, prior for each Lender making a Term Loan Commitment pursuant to its EGM to approve the Transactions (as defined in sub- paragraph this Agreement that has requested a Term Note. (c) below), procure Receipt by the execution Administrative Agent of irrevocable undertakings (in such form and substance satisfactory to the Vendor) a certificate signed by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital a Responsible Officer of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to certifying that (i) not dispose the representations and warranties of the Company and each other Loan Party set forth in Article VI of the Amended Credit Agreement and any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of their Shares the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date (and except that the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Amended Credit Agreement) and (ii) to vote in favour no event has occurred and is continuing which constitutes a Default or an Event of Default. (d) Receipt by the Administrative Agent of favorable opinions of the Transactions at general or deputy general counsel of the EGM;Loan Parties and legal counsel to the Loan Parties (including foreign legal counsel reasonably requested by the Administrative Agent), addressed to the Administrative Agent and each Lender, dated as of the date hereof, and in form and substance reasonably satisfactory to the Administrative Agent. (ce) Receipt by the requisite approval Administrative Agent of Shareholders at the EGM being obtained forfollowing, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) the Proposed Acquisition (including the allotment and issue copies of the Consideration Shares Organization Documents of each Loan Party certified to be true and complete as of a recent date by the Introducer Sharesappropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the date hereof (or, in the case of the bylaws or operating agreement of any Loan Party previously delivered and so certified to the Administrative Agent prior to the date hereof by the secretary or assistant secretary of such Loan Party, a certification by the secretary or assistant secretary of such Loan Party to the effect that since the date of such previous delivery and certification, there has been no change to such bylaws or operating agreement); (ii) (if the eligibility requirements under the listing rules such certificates of the Mainboard resolutions or other action, incumbency certificates and/or other certificates of the SGX-ST (“Mainboard”) or Catalist Board Responsible Officers of the SGX-ST (“Catalist”) (each Loan Party as the case Administrative Agent may be) (“Listing Rules”) are met) reasonably require evidencing the transfer identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the listing status of the Company from the Catalist other Loan Documents to the Mainboard (the “Mainboard Transfer”);which such Loan Party is a party; and (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor such documents and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (certifications as the case Administrative Agent may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Directorreasonably require to evidence that each Loan Party is duly organized or formed, and the other shall be Soh Xxx Xxxxxis validly existing, the Independent Non-Executive Chairman in good standing and qualified to engage in business in its state of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary organization or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;formation. (f) Upon the Securities Industry Council (“SIC”) having granted reasonable request of any Lender made at least ten days prior to the Vendor Concert Group under Fourth Amendment Effective Date, the Singapore Code on Take-overs Company shall have provided to such Lender the documentation and Mergers (“Takeover Code”), and such grant remaining other information so requested in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having order to comply with its ongoing obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the requirements of Rule 14 of the Takeover CodeAct, subject in each case at least five days prior to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled;Fourth Amendment Effective Date. (g) Receipt by the Company Independent Valuation Report, the Target Independent Valuation Report Administrative Agent of payment in full of all accrued interest and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation fees owing with respect to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date;Revolving Loans. (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in Payment by the assets, prospects, performance, financial position or results Company of all agreed fees and expenses (including reasonable attorney’s fees of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writingAdministrative Agent), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion The obligations of the Proposed Acquisition is conditional upon Subscriber under this Agreement to consummate the purchase of the Subscription Shares hereinafter shall be subject to the satisfaction of each of the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completionconditions: (a) The Company must have entered into the completion Joint Venture Shareholders' Agreement and Licensing and Distribution Agreement, substantially in the form of the Placement Exercisedocument in Annexure A, as soon as reasonably practicablewith Capital Alert Investments Ltd. and Kingsway PharmaPrint Asia Limited, but in any case within 21 days of respectively, on or before the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing)this Agreement; (b) The Company shall have agreed to set aside United States Dollar Five Hundred Thousand (US$500,000.00) out of the Subscription Price in a segregated account with the name of the joint venture (as stipulated in the Joint Venture Shareholders' Agreement) as beneficiary on the terms and conditions to be agreed between the Company shall, prior to its EGM to approve and the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGMSubscriber; (c) The Company shall have agreed to contribute the requisite approval of Shareholders at the EGM being obtained for: money set aside under paragraph (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(fb) of this announcement); (v) the capitalisation of certain loans granted clause to the Group which are outstanding as joint venture to be set out in paragraph 4.11 of this announcement (“up under the Joint Venture Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions")' Agreement; (d) the completion The Board of Directors of the Shareholders’ Loan Capitalisation and/or Company shall have appointed Hardy Chan as a director to the repayment Board and Mr. Xxxx (xx any replacement nominated by the Subscriber) may not be removed without the approval of the Shareholders' Loans, further details Subscriber except by a vote of which are set out in paragraph 4.11 the Company's shareholders for as long as the Subscriber is the owner of this announcement937,500 shares or more of the Company's Common Stock; (e) The Company and Montecito Leasing Group, LLC, shall have executed amendments to the approval Collateral Assignment of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing Patents and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”)Trademarks, dated May, 2000, and the Consideration Shares) Security Agreement, dated May, 2000, between the parties, in substantially the form as reviewed and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required approved by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect;Subscriber; and (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs Benjxxxx Xxx xxxll have executed and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject delivered to the passing of Subscriber a voting trust agreement with respect to the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably Company's shares in a form acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurate, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameSubscriber.

Conditions Precedent. Completion of the Proposed Acquisition is conditional upon the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion: (a) the completion of the Placement Exercise, as soon as reasonably practicable, but in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory The subscription to the Vendor) Debentures by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders Original Debentureholder shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forbe subject to: (i) the Proposed Acquisition (including completion or waiver, at the allotment and issue sole discretion of the Consideration Shares and Original Debentureholder, of all the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as conditions precedent set out in paragraph 4.11 Schedule II (Conditions Precedent) of Part A of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context of the Transactions) (if required) being obtained or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof Deed on or prior to the Completion Date;Deemed Date of Allotment, and (ii) compliance with the conditions as set out in Clause 4.3 (Further conditions precedent) below, each, to the satisfaction of the Trustee (acting on the instructions of the proposed Original Debentureholder identified by the Issuer). (mb) On completion or waiver, at the Shares remaining listed sole discretion of the Original Debentureholder, of the conditions precedent set out in Schedule II (Conditions Precedent) of Part A of this Deed, referred to in sub-clause (a) above, the Issuer shall promptly notify the same to the Trustee in the form set out in Annexure E (Form of CP Completion Notice) of this Deed (the “CP Completion Notice”). The Trustee shall, no later than the next Business Day after the date on which it receives the SGX-ST and not having been halted or suspended from trading for a period of more than 30 CP Completion Notice, deliver the CP Completion Notice to the proposed Original Debentureholder identified by the Issuer. (c) The Original Debentureholder shall within 10 (ten) Business Days of receipt of the CP Completion Notice, notify the Issuer upon being satisfied that the relevant conditions precedent set out in aggregate unless in circumstances where such trading halt Schedule II (Conditions Precedent) of Part A of this Deed have been met or suspension is in connection with waived, at the Sale and Purchase Agreement; and (n) all representations and warranties sole discretion of each party under the Sale and Purchase Agreement being true and accurateOriginal Debentureholder, in all material respects as at the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure form set out in Annexure F (Form of CP Confirmation Notice) of this Deed (the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop DateCP Confirmation Notice”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the same.

Conditions Precedent. Completion The obligation of each Bank to make its initial Advance hereunder is subject to the condition precedent that the Administrative Agent shall have received all of the Proposed Acquisition is conditional upon following, each of which shall be dated the following conditions ("Conditions Precedent") being fulfilled (or waived) on or prior to CompletionClosing Date and shall be in sufficient copies for each Bank: (a) the completion The Guaranty of the Placement ExerciseGuarantor, as soon as reasonably practicable, but duly executed by the Guarantor in any case within 21 days favor of the date of Administrative Agent and the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing);Banks. (b) Certified copies of the Company shallresolutions of the Board of Directors of each of the Guarantor and the Borrower approving the Loan Documents to which either such Person will be party, prior and of all documents evidencing other necessary corporate action with respect to its EGM to approve the Transactions (as defined in sub- paragraph such Loan Documents. (c) below)A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Loan Documents to which such Person will be party and the other documents or certificates to be delivered pursuant to this Agreement. The Borrower shall deliver a copy of an English translation of an excerpt of the Commercial Register for the Canton of Zurich-Main Register. (d) A certificate, procure signed by the execution chief financial officer of irrevocable undertakings the Borrower, stating that as of the date thereof all conditions to the Closing Date have been satisfied and that no Event of Default or event which, with notice or the lapse of time or both, would constitute an Event of Default has occurred and is continuing. (e) A favorable opinion of (i) the General Counsel of the Guarantor, (ii) Sidley Xxxxxx Xxxxx & Xxxx LLP, special counsel to the Guarantor, or other counsel to the Guarantor (who also may be an employee of the Guarantor) acceptable to the Administrative Agent, in such its reasonable judgment, and (iii) Swiss counsel to the Borrower, each opinion to be in form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained for: (i) the Proposed Acquisition (including the allotment and issue of the Consideration Shares and the Introducer Shares); (ii) (if the eligibility requirements under the listing rules of the Mainboard of the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”); (iii) an ordinary resolution of the Company, which if passed by independent Shareholders would result in a waiver by the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing DirectorAdministrative Agent, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company additional opinions (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before Completion, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining in full force and effect on the Completion Date; (k) all necessary approvals, consents or waivers by contracting third parties of the parties in relation to the relevant Transactions (including but not limited to bankers, suppliers and customerswhich, to the extent such approvalsopinions do not pertain to the legality, consents validity or waivers are material in the context enforceability of the TransactionsBorrower’s performance under this Agreement, need not be favorable) (if required) being obtained as to such other matters concerning the Borrower’s legal affairs or made on terms reasonably acceptable to the parties, and all such approvals, consents or waivers remaining in full force and effect on the Completion Date; (l) no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the Transactions illegal or otherwise prohibiting consummation thereof on or prior to the Completion Date; (m) the Shares remaining listed on the SGX-ST and not having been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; and (n) all representations and warranties of each party under the Sale and Purchase Agreement being true and accurateGuarantor’s legal affairs, in all material respects each case, as at any Bank through the Completion Date. The parties shall cooperate and use all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writing), subject to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party Administrative Agent may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the samerequest.

Conditions Precedent. Completion This Agreement, and the Incremental Revolving Commitments, shall become effective as of the Proposed Acquisition is conditional upon date on which the following conditions precedent are satisfied ("Conditions Precedent") being fulfilled (or waived) on or prior to Completion:such date, the “Incremental Closing Date”): ​ (a) The Administrative Agent shall have the completion received each of the Placement Exercise, as soon as reasonably practicable, but following in any case within 21 days of the date of the Sale and Purchase Agreement (or such other date as may be agreed between the Parties in writing); (b) the Company shall, prior to its EGM to approve the Transactions (as defined in sub- paragraph (c) below), procure the execution of irrevocable undertakings (in such form and substance satisfactory to the Vendor) by Shareholders who hold an aggregate of at least 50.1% of the total Shares in the capital of the Company (including Xxxxxx Xxxxxxxx, Sudiarso Prasetio, Sujono Hadi Sudarno and Anastasia Xxxxxxx Xxxxxxx), under which such Shareholders shall undertake to (i) not dispose of any of their Shares and (ii) to vote in favour of the Transactions at the EGM; (c) the requisite approval of Shareholders at the EGM being obtained forAdministrative Agent: (i) the Proposed Acquisition (including the allotment and issue a counterpart of this Agreement duly executed by each of the Consideration Shares Loan Parties, the Administrative Agent, the Required Lenders and each of the Introducer Shares)Incremental Revolving Lenders; (ii) (if the eligibility requirements under the listing rules a certificate from a Responsible Officer of the Mainboard of Borrower, certifying that the SGX-ST (“Mainboard”) or Catalist Board of the SGX-ST (“Catalist”) (as the case may be) (“Listing Rules”) are met) the transfer of the listing status of the Company from the Catalist to the Mainboard (the “Mainboard Transfer”)applicable conditions set forth in this Section 4 have been satisfied; (iii) an ordinary resolution a certificate of each Loan Party, which shall (A) certify that the resolutions of its board of directors, members or other body delivered to the Administrative Agent pursuant to Section 3.1(b)(ii) of the CompanyCredit Agreement on the Closing Date have not been amended, which if passed by independent Shareholders would result in a waiver by supplemented or otherwise modified since delivery thereof on the independent Shareholders of their right to receive a mandatory general offer from the Vendor and parties acting in concert with it (the “Vendor Concert Group”) in connection with the Transactions (the “Whitewash Resolution”); (iv) the Share Consolidation (as defined in paragraph 4.5(f) of this announcement); (v) the capitalisation of certain loans granted to the Group which are outstanding as set out in paragraph 4.11 of this announcement (“Shareholders’ Loan”) (the “Shareholders’ Loan Capitalisation”), if necessary; (vi) the proposed appointment or re-appointment (as the case may be) of new Directors at Completion, of which two (2) new Directors shall be nominated by the Company (one of whom shall be an existing Director, and the other shall be Soh Xxx Xxxxx, the Independent Non-Executive Chairman of the Company (collectively, the "Relevant Directors"), and the rest of the new Directors shall be nominated by the Vendor); and (vii) such other matters in connection with the foregoing, as may be necessary or agreed between the Parties in writing, (collectively, the "Transactions"); (d) the completion of the Shareholders’ Loan Capitalisation and/or the repayment of the Shareholders' Loans, further details of which are set out in paragraph 4.11 of this announcement; (e) the approval of the SGX-ST being obtained in respect of the relevant Transactions (including in-principle approval for the listing and quotation of the Shares following the Share Consolidation (the “Consolidated Shares”), and the Consideration Shares) and if such approval is subject to conditions, such conditions being reasonably acceptable to the Parties and if required by the SGX-ST, such conditions being fulfilled or satisfied on or before CompletionClosing Date, and such approval remaining in full force and effect; (f) the Securities Industry Council (“SIC”) having granted the Vendor Concert Group under the Singapore Code on Take-overs and Mergers (“Takeover Code”), and such grant remaining in full force and effect, a waiver of their obligation to make a mandatory offer under Rule 14 of the Takeover Code for the Shares not owned or controlled by the Vendor Concert Group and from having to comply with the requirements of Rule 14 of the Takeover Code, subject to the passing of the Whitewash Resolution and such other conditions that the SIC may impose which are reasonably acceptable to the Vendor, and to the extent that any such conditions are required to be fulfilled or satisfied on or before Completion, they are so fulfilled; (g) the Company Independent Valuation Report, the Target Independent Valuation Report and a report (which may be a NI 43-101 report or an equivalent report) prepared by a qualified person (as defined under the Listing Rules) in relation to the Target Group's mining assets in accordance with the Listing Rules being issued in compliance with the Listing Rules; (h) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Group occurring on or before the Completion Date; (i) no material adverse change or events, acts or omissions reasonably likely to lead to such material adverse change in the assets, prospects, performance, financial position or results of the operations of the Target Group occurring on or before the Completion Date; (j) all approvals, filings, exemptions or waivers by regulatory authorities and bodies (if required) in relation to the Sale and Purchase Agreement and the Transactions being obtained or made on terms reasonably acceptable to the Parties, and all such approvals and filings remaining resolutions remain in full force and effect on the Completion Incremental Closing Date; , (kB) all necessary approvals, consents or waivers identify by contracting third parties name and title and bear the signatures of the parties officers of such Loan Party authorized to sign this Agreement and the Loan Documents in relation connection herewith to which it is a party and (C) certify that none of the organizational documents delivered to the relevant Transactions (including but not limited Administrative Agent pursuant to bankers, suppliers and customers, to the extent such approvals, consents or waivers are material in the context Section 3.1(b)(ii) of the Transactions) (if required) being obtained Credit Agreement on the Closing Date have been amended, supplemented or made otherwise modified since delivery thereof on terms reasonably acceptable to the partiesClosing Date, and all such approvals, consents or waivers remaining documents remain in full force and effect on the Completion Incremental Closing Date; (liv) no governmental authority or court a favorable written opinion of competent jurisdiction having enactedXxxxx Xxxxx LLP, issuedcounsel to the Loan Parties, promulgatedrequested by the Administrative Agent, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having in each case addressed to the effect of making any Administrative Agent and each of the Transactions illegal or otherwise prohibiting consummation thereof on or Lenders ((including the Incremental Revolving Lenders) which shall expressly permit reliance by the successors and assigns of the Lenders and the Administrative Agent), and covering such matters relating to the Loan Parties, this Agreement and the Loan Documents as the Administrative Agent shall request; (v) for each Incremental Revolving Lender that shall have requested a promissory note, a duly completed and executed promissory note for such Incremental Revolving Lender; (vi) at least 5 Business Days prior to the Completion Incremental Closing Date;, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, if the Borrower qualifies as a “legal entity ​ ​ ​ customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. (mb) Upon the Shares remaining listed effectiveness of this Agreement and the Incremental Revolving Commitments, and both immediately before and immediately after giving effect to this Agreement and the Incremental Revolving Commitments, no Default or Event of Default shall exist. (c) A duly completed and executed Compliance Certificate, including calculations (and setting forth in reasonable detail such calculations) of the financial covenants set forth in Article VI of the Credit Agreement as of March 31, 2020, demonstrating that the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Article VI of the Credit Agreement as of March 31, 2020, calculated as if all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of such period of measurement for testing compliance. (d) All fees and expenses due to the Incremental Revolving Lenders required to be paid on the SGX-ST Incremental Closing Date (including the fees and not having expenses of counsel for the Administrative Agent) shall have been halted or suspended from trading for a period of more than 30 Business Days in aggregate unless in circumstances where such trading halt or suspension is in connection with the Sale and Purchase Agreement; andpaid. (ne) The representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects). All of the representations and warranties of each party under Loan Party set forth in the Sale and Purchase Agreement being Loan Documents shall be true and accurate, correct in all material respects as at the Completion Date. The parties (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall cooperate be true and use correct in all reasonable endeavours to procure the fulfilment of the Conditions Precedent as soon as possible and in any event by 21 May 2022 (being the date falling 12 calendar months from the date of the Sale and Purchase Agreement) (or such other date as the Parties may agree in writingrespects), subject and, since December 31, 2019 there shall have been no change which has had or could reasonably be expected to any directives that the SGX-ST may issue and the Listing Rules in relation to the completion of have a reverse takeover (“Long-Stop Date”), and shall provide each other with such reasonable assistance as the other party may reasonably require in fulfilling the Conditions Precedent. If, at any time prior to the Completion Date, the Company or the Vendor becomes aware of a fact or circumstance which might prevent any of the Conditions Precedent from being satisfied by the Long-Stop Date, it shall immediately inform the other Party of the sameMaterial Adverse Effect.