Ezion Sells Two Australian Subsidiaries to AusGroup for $44M

2.3 Conditions Precedent

Pursuant to the terms of the S&P Agreement, completion of the Proposed Sale is conditional upon, inter alia, the following conditions being satisfied or waived:

(a) the Proposed Sale not being deemed a “very substantial acquisition” or a “reverse takeover” as defined in Chapter 10 of the listing manual of the SGX-ST (Listing Manual)

(b) the results of a due diligence exercise by AusGroup over the business, affairs, operations, assets, financial condition, prospects and records of the Targets and their subsidiaries (the Target Group Companies) being satisfactory to the Company in its reasonable discretion

(c) the receipt by AusGroup of such waivers or consents as may be necessary to enable AusGroup and/or its nominee(s) to be registered as holder of any and all of the shares of the Targets that AusGroup is acquiring (the Sale Shares)

(d) AusGroup having obtained shareholders’ approval at the extraordinary general meeting in respect of the proposed acquisition of the Targets

(e) the Company (and/or its subsidiaries) and AusGroup executing a legally binding transitional arrangements agreement on or prior to Completion pursuant to which the Company (and/or its subsidiaries) will provide AusGroup with such support and assistance following Completion as AusGroup may reasonably require to become able to operate the Target Group (and their respective business activities) on a day-to-day basis as soon as practicable after the Completion; and