Common use of Ineligible Foreign Shareholders Clause in Contracts

Ineligible Foreign Shareholders. (a) Pubco has no obligation to allot or issue New Pubco Shares to an Ineligible Foreign Shareholder under the Scheme and, instead: (i) Pubco must issue the New Pubco Shares attributable to, and which would otherwise be required to be provided to, the Ineligible Foreign Shareholder under the Scheme to the Sale Agent; (ii) Pubco must procure that, within 30 Business Days after the Implementation Date, the Sale Agent, in consultation with Pubco, sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on the NASDAQ, of all the New Pubco Shares issued to the Sale Agent and remits to Pubco the proceeds of sale (after deduction of any applicable brokerage, stamp duty and other costs, taxes and charges) (the Proceeds); and (iii) Pubco must, within 5 Business Days after receipt of the Proceeds from the Sale Agent, pay, or procure the payment, to each Ineligible Foreign Shareholder the amount calculated in accordance with the following formula and rounded down to the nearest cent: A = (B/C) x D where A is the amount to be paid to the Ineligible Foreign Shareholder; B is the number of New Pubco Shares attributable to, and that would otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead issued to the Sale Agent; C is the total number of New Pubco Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign Shareholders collectively and which are instead issued to the Sale Agent; and D is the Proceeds (as defined in clause 4.6(a)(ii)). (b) None of Pubco, SPAC, BTH or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Pubco Shares described in this clause 4.5(a), and the sale of the New Pubco Shares under this clause 4.5(a) will be entirely at the risk of the Ineligible Foreign Shareholder. (c) Pubco must appoint the Sale Agent at least two weeks prior to the Scheme Meeting, which Sale Agent shall be subject to the prior written consent of BTH.

Ineligible Foreign Shareholders. (a) Pubco 1 Newmont has no obligation to allot issue any New Newmont Shares, New Newmont CDIs or issue New Pubco Shares Newmont PDIs under this Scheme to an any Ineligible Foreign Shareholder under and instead: 1 subject to clauses 5.3 and 5.6, Newmont must, on or before the Scheme andImplementation Date, instead: (i) Pubco must issue the New Pubco Shares attributable toNewmont Shares, and New Newmont CDIs or New Newmont PDIs which would otherwise be required to be provided to, issued to the Ineligible Foreign Shareholder Shareholders (Relevant Newmont Shares) under the this Scheme to the Sale AgentAgent in the form of New Newmont Shares only (and not in form of New Newmont CDIs or New Newmont PDIs); (ii) Pubco 2 Newmont Overseas must procure that, that as soon as reasonably practicable (and in any event within 30 Business Days 15 days on which Newmont Shares are capable of being traded on NYSE) after the Implementation Date, the Sale Agent, : 1 in consultation with PubcoNewmont, sells or procures the sale (including on an aggregated or partially aggregated basis), of the Relevant Newmont Shares in the ordinary course of trading on the NASDAQNYSE and in such manner, of all the New Pubco Shares issued to at such price and on such other terms as the Sale Agent reasonably determines; and 2 as soon as reasonably practicable after settlement (and in any event within 10 Business Days), remits to Pubco Newmont Overseas the proceeds of the sale (after deduction of any applicable brokerage, stamp duty and reasonable brokerage or other selling costs, taxes and charges) (the Proceeds); and (iii) Pubco must, within 5 Business Days 3 promptly after receipt receiving the Proceeds in respect of the Proceeds from sale of all of the Sale AgentRelevant Newmont Shares in accordance with clause 5.5(a)(2), Newmont Overseas must pay, or procure the paymentpayment of, to each Ineligible Foreign Shareholder Shareholder, the amount ‘A’ calculated in accordance with the following formula and rounded down to the nearest cent: 𝐴 = ( 𝐶 where ) × 𝐷 A = (B/C) x D where A is the amount to be paid to the relevant Ineligible Foreign Shareholder; B is = the number of New Pubco Relevant Newmont Shares attributable to, and that would otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are were instead issued to the Sale Agent; C is = the total number of New Pubco Relevant Newmont Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign Shareholders collectively and which are instead were issued to the Sale Agent; and D is = the Proceeds (as defined in clause 4.6(a)(ii5.5(a)(2)(B)). (b) None . 2 The Ineligible Foreign Shareholders acknowledge that none of PubcoNewmont, SPACNewmont Overseas, BTH Newcrest or the Sale Agent gives any assurance or representation as to the price that will be achieved for the sale of New Pubco Newmont Shares described in clause 5.5(a) or the amount of proceeds of sale to be received by Ineligible Foreign Shareholders under the Ineligible Foreign Shareholder Sale Facility. Each of Newcrest, Newmont or Newmont Overseas and the Sale Agent expressly disclaim any fiduciary duty to the Ineligible Foreign Shareholders which may arise in connection with this clause 4.5(a5.5. 3 Newmont or Newmont Overseas must make, or procure the making of, payments to Ineligible Foreign Shareholders under clause 5.5(a) by either (in the absolute discretion of Newmont or Newmont Overseas, and despite any election referred to in clause 5.5(c)(2) or authority referred to in clause 5.5(c)(1) made or given by the Scheme Shareholder): 1 paying, or procuring the payment of, the relevant amount in dollars by electronic means to a bank account nominated by the Ineligible Foreign Shareholder by an appropriate authority from the Ineligible Foreign Shareholder to Newmont or Newmont Overseas; or 2 if a bank account has not been nominated by the Ineligible Foreign Shareholder in accordance with clause 5.5(c)(1): 1 if an Ineligible Foreign Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Newcrest Registry to receive dividend payments from Newcrest by electronic funds transfer to a bank account nominated by the Ineligible Foreign Shareholder, paying, or procuring the payment of, the relevant amount in dollars by electronic means in accordance with that election; or 2 otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount in dollars to the Ineligible Foreign Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), and such cheque being drawn in the sale of the New Pubco Shares under this clause 4.5(a) will be entirely at the risk name of the Ineligible Foreign Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 5.3). 4 If Newmont or Newmont Overseas receives professional advice that any withholding or other tax is required by law or by a Government Agency to be withheld from a payment to an Ineligible Foreign Shareholder, Newmont is entitled to withhold the relevant amount before making the payment to the Ineligible Foreign Shareholder (and payment of the reduced amount shall be taken to be full payment of the relevant amount for the purposes of this Scheme, including clause 5.5(a)(3)). Newmont or Newmont Overseas must pay any amount so withheld to the relevant taxation authorities within the time permitted by law, and, if requested in writing by the relevant Ineligible Foreign Shareholder, provide a receipt or other appropriate evidence of such payment (or procure the provision of such receipt or other evidence) to the relevant Ineligible Foreign Shareholder. (c) Pubco must appoint the Sale Agent at least two weeks prior to the Scheme Meeting, which Sale Agent shall be subject to the prior written consent of BTH.

Ineligible Foreign Shareholders. (a) Pubco has no obligation to allot or issue New Pubco Shares to an In respect of Ineligible Foreign Shareholder under the Scheme andShareholders, insteadNew Holdco will: (i1) Pubco must subject to clause 5.4, on the Implementation Date, issue the New Pubco Shares attributable to, and CDIs which would otherwise be required to be provided to, issued to the Ineligible Foreign Shareholder Shareholders under the this Scheme to the Sale Agent; (ii2) Pubco must procure that, within 30 that as soon as reasonably practicable (and in any event not more than 15 Business Days after the Implementation Date), the Sale Agent, in consultation with Pubco, Agent sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on the NASDAQ, of market all the New Pubco Shares CDIs issued to the Sale Agent and remits under clause 5.3(a)(1); (3) account to Pubco each Ineligible Foreign Shareholder for the proceeds of the sale of all of the CDIs (after deduction of any applicable brokerage, stamp duty and other costs, taxes and charges) (the Proceeds); and (iii4) Pubco mustas soon as reasonably practicable, within 5 Business Days after receipt of the Proceeds from the Sale Agent, pay, or procure the payment, remit to each Ineligible Foreign Shareholder Shareholder, of the amount ‘A’ calculated in accordance with the following formula and rounded down to the nearest cent: A where B = (B/C) x D where A is the amount to be paid to the Ineligible Foreign Shareholder; B is the number of New Pubco Shares attributable to, and CDIs that would otherwise have been issued to, to that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead were issued to the Sale Agent; C is = the total number of New Pubco Shares attributable to, and CDIs which would otherwise have been issued to, to all Ineligible Foreign Shareholders collectively and which are instead were issued to the Sale Agent; and D is = the Proceeds (as defined in clause 4.6(a)(ii5.3(a)(2)). (b) None The Ineligible Foreign Shareholders acknowledge that none of PubcoNew Holdco, SPAC, BTH Amcor or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Pubco Shares CDIs described in this clause 4.5(a5.3(a). (c) New Holdco must make, or procure the making of, payments to Ineligible Foreign Shareholders under clause 5.3(a)(4) by: (1) depositing or procuring the payment of, the relevant amount in Australian currency by electronic means into an account with any Australian Authorised Deposit-taking Institution (as defined in the Corporations Act) (ADI) notified to New Holdco (or an agent of New Holdco which manages the New Holdco share register) by an appropriate authority from the Ineligible Foreign Shareholder; (2) if, for the purposes of paragraph (1), an account with an Australian ADI has not been notified to New Holdco, or a deposit into such an account is rejected or refunded, dispatching, or procuring the dispatch of, a cheque for the relevant amount in Australian currency to the Ineligible Foreign Shareholder by prepaid post to their Registered Address, such cheque being drawn in the name of the Ineligible Foreign Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 5.2); or (3) if paragraph (2) applies and the sale Ineligible Foreign Shareholder does not have a Registered Address or New Holdco believes that the Ineligible Foreign Shareholder is not known at their Registered Address, crediting the amount payable to a separate bank account of New Holdco to be held until the Ineligible Foreign Shareholder claims the amount or the amount is dealt with in accordance with unclaimed money legislation. New Holdco must hold the amount on trust, but any benefit accruing from the amount will be to the benefit of New Holdco. An amount credited to the account is to be treated as having been paid to the Ineligible Foreign Shareholder when credited to the account. New Holdco must maintain records of the New Pubco Shares under this clause 4.5(a) will be entirely at amounts paid, the risk people who are entitled to the amounts, and any transfer of the amounts. (d) If New Holdco receives professional advice that any withholding or other tax is required by Law or by a Governmental Entity to be withheld from a payment to an Ineligible Foreign Shareholder, New Holdco is entitled to withhold the relevant amount before making the payment to the Ineligible Foreign Shareholder (and payment of the reduced amount shall be taken to be full payment of the relevant amount for the purposes of this Scheme, including clause 5.3(a)(4)). New Holdco must pay any amount so withheld to the relevant taxation authorities within the time permitted by law, and, if requested in writing by the relevant Ineligible Foreign Shareholder, provide a receipt or other appropriate evidence of such payment (or procure the provision of such receipt or other evidence) to the relevant Ineligible Foreign Shareholder. (ce) Pubco must appoint Each Ineligible Foreign Shareholder appoints New Holdco as its agent to receive on its behalf any financial services guide (or similar or equivalent document) or other notices (including any updates of those documents) that the Sale Agent at least two weeks prior is required to provide to Ineligible Foreign Shareholders under the Corporations Act or any other applicable law. (f) Payment of the amount calculated in accordance with clause 5.3(a) to an Ineligible Foreign Shareholder in accordance with this clause 5.3 satisfies in full the Ineligible Foreign Shareholder’s right to Scheme Consideration. (g) New Holdco, in complying with the terms of clause 5.3(a) in respect of an Ineligible Foreign Shareholder, will be taken to have satisfied and discharged its obligations to the Scheme Meeting, which Sale Agent shall be subject Ineligible Foreign Shareholders under the Scheme. An Ineligible Foreign Shareholder will have no claim against New Holdco for any entitlement they would have had to the prior written consent CDIs but for the terms of BTHthis Scheme.

Ineligible Foreign Shareholders. (a) Pubco Newmont has no obligation to allot issue any New Newmont Shares or issue New Pubco Shares Newmont CDIs under this Scheme to an any Ineligible Foreign Shareholder under the Scheme and, and instead: (i1) Pubco must subject to clauses 5.3 and 5.6, Newmont must, on or before the Implementation Date, issue the New Pubco Newmont Shares attributable to, and which would otherwise be required to be provided to, issued to the Ineligible Foreign Shareholder Shareholders (Relevant Newmont Shares) under the this Scheme to the Sale Agent; (ii2) Pubco Newmont Overseas must procure that, that as soon as reasonably practicable (and in any event within 30 Business Days 15 days on which Newmont Shares are capable of being traded on NYSE) after the Implementation Date, the Sale Agent, : (A) in consultation with PubcoNewmont, sells or procures the sale (including on an aggregated or partially aggregated basis), of the Relevant Newmont Shares in the ordinary course of trading on the NASDAQNYSE and in such manner, of all the New Pubco Shares issued to at such price and on such other terms as the Sale Agent reasonably determines; and (B) as soon as reasonably practicable after settlement (and in any event within 10 Business Days), remits to Pubco Newmont Overseas the proceeds of the sale (after deduction of any applicable brokerage, stamp duty and reasonable brokerage or other selling costs, taxes and charges) (the Proceeds); and; (iii3) Pubco must, within 5 Business Days promptly after receipt receiving the Proceeds in respect of the Proceeds from sale of all of the Sale AgentRelevant Newmont Shares in accordance with clause 5.5(a)(2), Newmont Overseas must pay, or procure the paymentpayment of, to each Ineligible Foreign Shareholder Shareholder, the amount ‘A’ calculated in accordance with the following formula and rounded down to the nearest cent: where A = (B/C) x D where A is the amount to be paid to the relevant Ineligible Foreign Shareholder; B is = the number of New Pubco Relevant Newmont Shares attributable to, and that would otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are were instead issued to the Sale Agent; C is = the total number of New Pubco Relevant Newmont Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign Shareholders collectively and which are instead were issued to the Sale Agent; and D is = the Proceeds (as defined in clause 4.6(a)(ii5.5(a)(2)(B)). (b) None The Ineligible Foreign Shareholders acknowledge that none of PubcoNewmont, SPACNewmont Overseas, BTH Newcrest or the Sale Agent gives any assurance or representation as to the price that will be achieved for the sale of New Pubco Newmont Shares or New Newmont CDIs described in clause 5.5(a) or the amount of proceeds of sale to be received by Ineligible Foreign Shareholders under the Ineligible Foreign Shareholder Sale Facility. Each of Newcrest, Newmont or Newmont Overseas and the Sale Agent expressly disclaim any fiduciary duty to the Ineligible Foreign Shareholders which may arise in connection with this clause 4.5(a5.5. (c) Newmont or Newmont Overseas must make, or procure the making of, payments to Ineligible Foreign Shareholders under clause 5.5(a) by either (in the absolute discretion of Newmont or Newmont Overseas, and despite any election referred to in clause 5.5(c)(2) or authority referred to in clause 5.5(c)(1) made or given by the Scheme Shareholder): (1) paying, or procuring the payment of, the relevant amount in United States dollars by electronic means to a bank account nominated by the Ineligible Foreign Shareholder by an appropriate authority from the Ineligible Foreign Shareholder to Newmont or Newmont Overseas; or (2) if a bank account has not been nominated by the Ineligible Foreign Shareholder in accordance with clause 5.5(c)(1): (A) if an Ineligible Foreign Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Newcrest Registry to receive dividend payments from Newcrest by electronic funds transfer to a bank account nominated by the Ineligible Foreign Shareholder, paying, or procuring the payment of, the relevant amount in United States dollars by electronic means in accordance with that election; or (B) otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount in United States dollars to the Ineligible Foreign Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), and such cheque being drawn in the sale name of the New Pubco Shares under this Ineligible Foreign Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 4.5(a5.3). (d) will If Newmont or Newmont Overseas receives professional advice that any withholding or other tax is required by law or by a Government Agency to be entirely at withheld from a payment to an Ineligible Foreign Shareholder, Newmont is entitled to withhold the risk relevant amount before making the payment to the Ineligible Foreign Shareholder (and payment of the reduced amount shall be taken to be full payment of the relevant amount for the purposes of this Scheme, including clause 5.5(a)(3)). Newmont or Newmont Overseas must pay any amount so withheld to the relevant taxation authorities within the time permitted by law, and, if requested in writing by the relevant Ineligible Foreign Shareholder, provide a receipt or other appropriate evidence of such payment (or procure the provision of such receipt or other evidence) to the relevant Ineligible Foreign Shareholder. (ce) Pubco must appoint Each Ineligible Foreign Shareholder appoints Newmont as its agent to receive on its behalf any financial services guide (or similar or equivalent document) or other notices (including any updates of those documents) that the Sale Agent at least two weeks prior is required to provide to Ineligible Foreign Shareholders under the Corporations Act or any other applicable law. (f) Payment of the amount ‘A’ calculated in accordance with clause 5.5(a) to an Ineligible Foreign Shareholder in accordance with this clause 5.5 satisfies in full the Ineligible Foreign Shareholder’s right to Scheme Meeting, which Sale Agent shall be subject to the prior written consent of BTHConsideration.

Ineligible Foreign Shareholders. ‌ (a) Pubco has ▇▇▇▇▇▇▇ will be under no obligation to allot or issue any New Pubco ▇▇▇▇▇▇▇ Shares under this Scheme to an any Ineligible Foreign Shareholder under the Scheme and, instead:and instead:‌ (i) Pubco must subject to clauses 5.4 and 5.6, ▇▇▇▇▇▇▇ must, on or before the Implementation Date, issue the New Pubco ▇▇▇▇▇▇▇ Shares attributable to, and which would otherwise be required to be provided to, issued to the Ineligible Foreign Shareholder Shareholders under the this Scheme to the Sale Agent;Agent;‌ (ii) Pubco ▇▇▇▇▇▇▇ must procure that, within 30 Business Days that as soon as reasonably practicable after the Implementation Date, the Sale Agent, in consultation with Pubco▇▇▇▇▇▇▇, sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on the NASDAQ, of all the New Pubco ▇▇▇▇▇▇▇ Shares issued to the Sale Agent pursuant to clause 5.3(a)(i) in such manner, at such price and on such other terms as the Sale Agent reasonably determines, and remits to Pubco Vault the proceeds of the sale (after deduction of any applicable brokerage, stamp duty duty, currency conversion costs and other costs, taxes and charges) (the Proceeds); andProceeds);‌ (iii) Pubco must, within 5 Business Days promptly after receipt receiving the Proceeds in respect of the Proceeds from sale of all of the Sale AgentNew ▇▇▇▇▇▇▇ Shares referred to in clause 5.3(a)(i), Vault must pay, or procure the payment, to each Ineligible Foreign Shareholder Shareholder, of the amount ‘A’ calculated in accordance with the following formula and rounded down to the nearest cent: A cent:‌ where B = (B/C) x D where A is the amount to be paid to the Ineligible Foreign Shareholder; B is the number of New Pubco ▇▇▇▇▇▇▇ Shares attributable to, and that would otherwise have been issued to, to that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead were issued to the Sale Agent; C is = the total number of New Pubco ▇▇▇▇▇▇▇ Shares attributable to, and which would otherwise have been issued to, to all Ineligible Foreign Shareholders collectively and which are instead were issued to the Sale Agent; and D is = the Proceeds (as defined in clause 4.6(a)(ii5.3(a)(ii)). (b) None The Ineligible Foreign Shareholders acknowledge that none of Pubco▇▇▇▇▇▇▇, SPAC, BTH Vault or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Pubco ▇▇▇▇▇▇▇ Shares described in clause 5.3(a) and that ▇▇▇▇▇▇▇, Vault and the Sale Agent expressly disclaim any fiduciary duty to the Ineligible Foreign Shareholders which may arise in connection with this clause 4.5(a5.3. (c) Vault must make or procure the making of payments to Ineligible Foreign Shareholders under clause 5.3(a) by (in the absolute discretion of Vault): (i) where an Ineligible Foreign Shareholder has, before the Scheme Record Date, made a valid election in accordance with the requirements of the Share Registry to receive dividend payments from Vault by electronic funds transfer to a bank account nominated by the Ineligible Foreign Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; (ii) paying, or procuring the payment of, the relevant amount in Australian currency by electronic means to a bank account nominated by the Ineligible Foreign Shareholder by an appropriate authority from the Ineligible Foreign Shareholder to Vault; or (iii) dispatching, or procuring the dispatch of, a cheque for the relevant amount in Australian currency to the Ineligible Foreign Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), and such cheque being drawn in the sale name of the New Pubco Shares under this Ineligible Foreign Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 4.5(a5.2). (d) will If Vault receives professional advice that any withholding or other tax is required by law or by a Government Agency to be entirely at withheld from a payment to an Ineligible Foreign Shareholder, Vault is entitled to withhold the risk relevant amount before making the payment to the Ineligible Foreign Shareholder (and payment of the reduced amount shall be taken to be full payment of the relevant amount for the purposes of this Scheme, including clause 5.3(a)(iii)). Vault must pay any amount so withheld to the relevant taxation authorities within the time permitted by law, and, if requested in writing by the relevant Ineligible Foreign Shareholder, provide a receipt or other appropriate evidence of such payment (or procure the provision of such receipt or other evidence) to the relevant Ineligible Foreign Shareholder. (ce) Pubco must appoint Each Ineligible Foreign Shareholder appoints Vault as its agent to receive on its behalf any financial services guide (or similar or equivalent document) or other notices (including any updates of those documents) that the Sale Agent at least two weeks prior is required to provide to Ineligible Foreign Shareholders under the Corporations Act or any other applicable law. (f) Payment of the amount calculated in accordance with clause 5.3(a) to an Ineligible Foreign Shareholder in accordance with this clause 5.3 satisfies in full the Ineligible Foreign Shareholder’s right to Scheme Consideration. (g) If there is any surplus Proceeds, that surplus may be retained by ▇▇▇▇▇▇▇ following the satisfaction of Vault's obligations under this clause 5.3(a). Any interest on the Proceeds (less bank fees and other charges) will be to ▇▇▇▇▇▇▇'▇ account. (h) Where the issue of New ▇▇▇▇▇▇▇ Shares to which a Scheme Shareholder would otherwise be entitled under this Scheme would result in a breach of law or of a provision of the constitution of ▇▇▇▇▇▇▇: (i) ▇▇▇▇▇▇▇ will issue the maximum possible number of New ▇▇▇▇▇▇▇ Shares to the Scheme MeetingShareholder without giving rise to such a breach; and (ii) any further New ▇▇▇▇▇▇▇ Shares to which that Scheme Shareholder is entitled, but the issue of which to the Scheme Shareholder would give rise to such a breach, will instead be issued to the Sale Agent shall be subject and dealt with under the preceding provisions in this clause 5.3, as if a reference to Ineligible Foreign Shareholders also included that Scheme Shareholder and references to that person’s New ▇▇▇▇▇▇▇ Shares in that clause were limited to the prior written consent of BTHNew ▇▇▇▇▇▇▇ Shares issued to the Sale Agent under this clause.