Common use of No Competing Interests Clause in Contracts

No Competing Interests. The Vendor does not have any interest in any company or business which has a close trading relationship with or which is in competition with a business conducted by the Company Group. (a) The Purchaser has full power and authority to enter into and perform its obligations under this Agreement. (b) All necessary authorisations for the execution, delivery and performance by the Purchaser of this Agreement have been or will be obtained before Settlement. (c) The entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Purchaser does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking by which the Purchaser is bound. (d) No Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which has occurred or any omission made which may result in an Event of Insolvency occurring in relation to the Purchaser. (e) The Purchaser is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation. (f) The Purchaser enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person. (g) To the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence which is reasonably likely to give rise to a Claim against a Company Group Member. (h) There is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration, against a Company Group Member. (i) At Settlement, the Purchaser will have the necessary power and authority to issue the Consideration Shares to the Vendor.

No Competing Interests. The Vendor does do not have any interest in any company or business which has a close trading relationship with or which is in competition with a business conducted by the Company Group.. SCHEDULE 2 – PURCHASER WARRANTIES (a) 1. The Purchaser has full power and authority to enter into and perform its obligations under this Agreement. (b) 2. All necessary authorisations for the execution, delivery and performance by the Purchaser of this Agreement have been or will be obtained before Settlement. (c) 3. The entry into and performance of this Agreement and all documents executed pursuant to this Agreement by the Purchaser does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking by which the Purchaser is bound. (d) 4. No Event of Insolvency has occurred in relation to the Purchaser, nor is there any act which has occurred or any omission made which may result in an Event of Insolvency occurring in relation to the Purchaser. (e) 5. The Purchaser is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation. (f) 6. The Purchaser enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person. (g) 7. To the knowledge of the Purchaser at the Execution Date, there is no fact, circumstance or occurrence which is reasonably likely to give rise to a Claim against a Company Group Member. (h) 8. There is no unsatisfied judgement, order, arbitral award or decision of any court, tribunal or arbitrator, or unsatisfied judgement or proceedings in any court, tribunal or arbitration, against a Company Group Member. (i) 9. At Settlement, the Purchaser will have the necessary power and authority to issue the Consideration Shares to the Vendor.. SCHEDULE 3 – COMPANY ACCOUNTS ● Compilation Report ● Director’s Declaration ● Notes to the Financial Statements ● Balance Sheet ● Profit and Loss Statement ● Income Tax Return TO Nisus Payroll Pty Ltd (“the Client”) We have compiled the accompanying special purpose financial statements of Nisus Payroll Pty Ltd which comprise the Balance Sheet as at 30 June 2023, the Profit and Loss Statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The specific purpose for which the special purpose financial statements have been prepared is set out in Note 1 The Responsibility of The Client The Client is solely responsible for the information contained in the special purpose financial statements, the reliability, accuracy and completeness of the information and for the determination that the significant accounting policies used is appropriate to meet their needs and for the purpose that the financial statements were prepared. Our Responsibility On the basis of information provided by Those Charged with Governance we have compiled the accompanying special purpose financial statements in accordance with the significant accounting policies described in Note 1 to the financial statements and APES 315 Compilation of Financial Information. We have applied our expertise in accounting and financial reporting to compile these financial statements in accordance with the basis of accounting described in Note 1 to the financial statements. We have complied with the relevant ethical requirements of APES 110 Code of Ethics for Professional Accountants. Assurance Disclaimer Since a compilation engagement is not an assurance engagement, we are not required to verify the reliability, accuracy or completeness of the information provided to us by management to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on these financial statements. The special purpose financial statements were compiled exclusively for the benefit of The Client, who is responsible for the reliability, accuracy and completeness of the information used to compile them. We do not accept responsibility for the contents of the special purpose financial statements. Verus Advisory Pty Ltd L▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director Date: 27 October 2023 The directors of the company have determined that company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements. The directors of the company declare that: 1. the financial statements and notes, as set out in the financial report, present fairly the company’s financial position as at 30 June 2023 and its performance for the year ended on that date in accordance with accounting policies described in Note 1 to the financial statements and 2. in the director’s opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the directors of the company. Director: X▇▇▇▇▇▇▇ ▇▇