Section 671B Notice of initial substantial holder ACN/ARSN ... · Section 671B Notice of initial...
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603 GUIDE page 1/1 13 March 2000
55276184
Form 603 Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme Frontier Digital Ventures Limited
ACN/ARSN 609 183 959
1. Details of substantial holder (1)
Name Frontier Digital Ventures Limited
ACN/ARSN (if applicable) 609 183 959
The holder became a substantial holder on 26 August 2016
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) Number of securities Person’s votes (5) Voting power (6)
Fully paid ordinary shares 142,085,924 142,085,924 65.72%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Frontier Digital Ventures Limited
Restriction on disposal of shares under mandatory escrow arrangements and voluntary escrow arrangements disclosed in Frontier Digital Ventures Limited’s prospectus dated 9 August 2016 gives Frontier Digital Ventures Limited a technical “relevant interest’ in its own shares under section 608(1)(c) of the Corporations Act 2001 (Cth). However, Frontier Digital Ventures Limited has no right to acquire these shares or to control the voting rights attaching to these shares.
142,085,924 fully paid ordinary shares
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest
Registered holder of securities
Person entitled to be registered as holder (8)
Class and number of securities
Frontier Digital Ventures Limited
Boston Asset Management Pty Ltd Christopher Brice Burgowan Investments Pty Ltd Catcha Group Pte Ltd Cowara Pty Ltd Darren Craike Shaun Di Gregorio James Drummond Simon Elsby Eminent Holdings Pty Ltd Gura Investments SL Hardham Pension Fund Pty Ltd Haupt Nominee Co Pty Ltd Daniel Earle Kirton L'Plan Sdn Bhd Merro Worldwide Ltd Private Portfolio Managers Pty Ltd Christophe Rousseaux Smallco Investment Manager Ltd Stacam Pty Ltd Target Range Pty Ltd Jacques Jules Temgo Kenneth Hogrefe Thaw Tint Teh Eileen Wai Yan Lin
Boston Asset Management Pty Ltd Christopher Brice Burgowan Investments Pty Ltd Catcha Group Pte Ltd Cowara Pty Ltd Darren Craike Shaun Di Gregorio James Drummond Simon Elsby Eminent Holdings Pty Ltd Gura Investments SL Hardham Pension Fund Pty Ltd Haupt Nominee Co Pty Ltd Daniel Earle Kirton L'Plan Sdn Bhd Merro Worldwide Ltd Private Portfolio Managers Pty Ltd Christophe Rousseaux Smallco Investment Manager Ltd Stacam Pty Ltd Target Range Pty Ltd Jacques Jules Temgo Kenneth Hogrefe Thaw Tint Teh Eileen Wai Yan Lin
142,085,924 fully paid ordinary shares
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Wai Phyo Kyaw Myat Min Han Nkashama Tshibangu Steve Peyreire Axel Bruno Boris Metraux Wendy Jordan Didier Katumwa Ngituka Dido Kiswaka Boye Christian Rucgoza Bizimana Richard Mbayo Wa Mbayo Pathinjia Gunaratna Daham Gunaratna Meltwater Foundation Kelvin Nyame Rashad Tingteiya Seini Kofi Enu Ayodele Amuasi Fikayo Ogundipe Sulaiman Balogun Oladapo Eludire Oluwaseyi Ayeni Annecy Capital Partners Pte Ltd
Wai Phyo Kyaw Myat Min Han Nkashama Tshibangu Steve Peyreire Axel Bruno Boris Metraux Wendy Jordan Didier Katumwa Ngituka Dido Kiswaka Boye Christian Rucgoza Bizimana Richard Mbayo Wa Mbayo Pathinjia Gunaratna Daham Gunaratna Meltwater Foundation Kelvin Nyame Rashad Tingteiya Seini Kofi Enu Ayodele Amuasi Fikayo Ogundipe Sulaiman Balogun Oladapo Eludire Oluwaseyi Ayeni Annecy Capital Partners Pte Ltd
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
Holder of relevant interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-cash
Frontier Digital Ventures Limited
26 August 2016
Non-cash pursuant to mandatory escrow deeds and voluntary escrow deeds between Frontier Digital Group Limited and each of the registered holders listed at 4 and as attached as Annexure A.
142,085,924 fully paid ordinary shares
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000, Australia
Boston Asset Management Pty Ltd PO Box 343, Balwyn VIC 3103, Australia
Christopher Brice B1 5/F Wisdom Court, 5 Hatton Road, Mid-Level, Hong Kong
Burgowan Investments Pty Ltd GPO Box 582, Brisbane QLD 4001, Australia
Catcha Group Pte Ltd Company Number 200402949E, 3 Raffles Place, 06-01 Bharat Building, Singapore 048617
Cowara Pty Ltd PO Box 389, Osborne Park WA 6017, Australia
Darren Craike 42 Balmain Street, Cremorne VIC 3121, Australia
Shaun Di Gregorio 2A Jalan Rosa 2, Damansara Heights, Kuala Lumpur, Malaysia
James Drummond Unit 1-2, Cascadium Condominium, 28 Jalan Penaga, 59100, Kuala Lumpur, Malaysia
Simon Elsby 5 Ridley Park, #04-01, Tanglin Park, Singapore 248476
Eminent Holdings Pty Ltd PO Box 389, Osborne Park WA 6017, Australia
Gura Investments SL C/- General Alava 10-6 Oficina 1, 01005 - Vitoria, Spain
Hardham Pension Fund Pty Ltd 99 Canterbury Road, Toorak, VIC 3142
Haupt Nominee Co Pty Ltd 1605/7 Railway Street, Chatswood NSW 2067, Australia
Daniel Earle Kirton Flat J, 1/F Block 2, Skyline Mansions, 51 Conduit Road, Mid-Level, Hong Kong
L'Plan Sdn Bhd 11 Brook Road, 10450 Penang, Malaysia
Merro Worldwide Ltd 2nd Floor, O'Neal Associates Building, Wickham's Cay II, PO Box 3174, Road Town,
Tortola, British Virgin Islands
Private Portfolio Managers Pty Ltd Level 3, 2 Martin Place, Sydney, New South Wales 2000, Australia
Christophe Rousseaux Dreve des pins 44, 1420 Braine l'alleud, Belgium
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Smallco Investment Manager Ltd Suite 1805, Level 18, 109 Pitt Street, Sydney NSW 2000, Australia
Stacam Pty Ltd 2 Reeves Court, Kew VIC 3101, Australia
Target Range Pty Ltd PO Box 89, Osborne Park WA 6017, Australia
Jacques Jules Temgo B.P. 125 Bonamoussadi, DOUALA- Cameroun
Kenneth Hogrefe Av. Silva Carvalho 505, Compao. Lobito, Angola
Thaw Tint 348 Yishun Ave 11, #10-583, Singapore 763348
Teh Eileen 54, East Coast Terrace , #02-07, Singapore 458949
Wai Yan Lin Block 340, #09-05 Choa Chu Kang Loop, Singapore 680340
Wai Phyo Kyaw No. 8, Aung Thiri 7 Street, Ward 28, ·North Dagon Township, Yangon, Myanmar
Myat Min Han 27 (3A), Dagon Thiri Street, Kyauk Myaung Ward, Tamwe Township, Yangon, Myanmar
Nkashama Tshibangu Steve Maratontie 5B As.3, 01280 Vantaa, Finland
Peyreire Axel Bruno 25/140 Addison Road, Manly NSW 2095, Australia
Boris Metraux Kramgasse 9, 3011 Bern, Switzerland
Wendy Jordan Kramgasse 9, 3011 Bern, Switzerland
Didier Katumwa Ngituka Rozenlaan, 13 - 1770 Liedekerke, Belgium
Dido Kiswaka Boye 42, Route Golf, quartier Golf, commune de Lubumbashi, DR Congo
Christian Rucgoza Bizimana Rue des Glands, 12/RCHo, 1190 Forest, Belgium
Richard Mbayo Wa Mbayo Avenu Dr. Mbayo, No 1, quartier Kinsuka Pecheur, Commune de Ngaliema, Kinshasa- DR
Congo
Pathinjia Gunaratna 10 Mahasen Mawatha, Jinadasa Niyathapala Mawatha, Nugegoda, Sri Lanka
Daham Gunaratna 10 Mahasen Mawatha, Jinadasa Niyathapala Mawatha, Nugegoda, Sri Lanka
Meltwater Foundation c/o Trecon Treuhand AG, Landoltstrasse 1, CH-8006 Zurich
Kelvin Nyame M401/4 Madina Nkwatanan, Accra, Ghana
Rashad Tingteiya Seini BAC 9/7 Batsonaa Spintex Road, Accra, Ghana
Kofi Enu Ayodele Amuasi M401/4 Madina Nkwatanan, Accra, Ghana
Fikayo Ogundipe 5 Yaya Hassan Street, Idimu, Lagos, Federal Republic of Nigeria
Sulaiman Balogun 25 Hassan Street, Epe, Lagos, Federal Republic of Nigeria
Oladapo Eludire Plot 8, Tayo Fifo Close, Magodo, Lagos, Federal Republic of Nigeria
Oluwaseyi Ayeni 5 Yaya Hassan Street, Idimu, Lagos, Federal Republic of Nigeria
Annecy Capital Partners Pte Ltd Company Registration Number 201318S81H, 10 Anson Road #24-05A, International
Plaza, Singapore, 079903
Signature
print name Mark Licciardo capacity Director
sign here date 26/08/2016
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
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(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
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Frontier Digital Ventures Limited (ACN 609 183 959) Annexure A This is Annexure A of 277 pages referred to in Form 603 – Notice of initial substantial holder Signed: Name: Mark Licciardo Date: 26 August 2016
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended 01/o7/98, u/o3/o2, 24/w/o5, zo/o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the •official list of ASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest m the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity. Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
(
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Annecy Capital Partners Pte Ltd Company Registration Number 201318S8IH 10 Anson Road #24-osA, International Plaza Singapore, 079903
2. Each •controllers' name and address:
Appendix9A Restriction agreement
David Andrew Baxby of 38 Arcadia St, Coogee, NSW 2034, Australia.
Selina Anne Baxby of 38 Arcadia St, Coo fee, NSW 2034, Australia.
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 24 months from the date the entity is admitted to the official list of ASX.
4· Particulars of restricted securities:
'•'SS,689 ordinary shares in the entity.
S· Particulars of controller interests:
David Andrew Baxby holds a so% interest (2,soo shares) and Selina Anne Baxby holds a so% interest (2,soo shares) in Annecy Capital Partners Pte Ltd.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
sign here V\l (J ~ ~ Director~ print name ):.t\fkii'J ;D\c.Qs;:C-o-£1 0
sign here ~
print name
sign here ~
Holder
Signed sealed and delivered by Annecy Capital Partners Pte Ltd by
Company Secretary/Director
--------------------------
Director
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
We, the persons in:
• !tern 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix 9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list of ASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity. Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·'+
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreetnent
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9-1.4. The holder and each -controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Target Range Pty Ltd PO BOX389 Osborne Park WA 6017 Australia
2. Each <controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
174,85o ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director~ ,.
print name ----'-'S'f'r\-""flU-f>'LN-"-----'J)""-'-; (i,>..AC{2"'6"'-""C--"c'-'. p;'--'·w.C..L)
sign here ~
Holder
Signed sealed and delivered by Target Range Pty Ltd by
Director
r
print name ---=D:.:a:::l:.::e:-=.A,n,d,.,r,_,e,w,._.,A.._Ic,.o .... c,..k_
+See chapter 19 for defined terms.
Appendix 9A Page 6 04/0J/2013
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Appendix 9A Restriction agreement
Introduced 01{07/96 Origin: Appendix 11 Amended Ol/07/98, u/oJ/02., 24/Jo/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity"};
• Item 2 of the schedule ("holder"};
• Item 3 of the schedule ("controller"},
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·'+
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
{c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix gA Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Suite 8o6, Level 8, 70 Pitt Street, Sydney NSW 2000
2. Holder's name and address:
Stacam Pty Ltd 2 Reeves Court, Kew, VIC 3101 Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
21,856 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
egnhere J\1 v Director ~------
print name ---..£-.tt&J&_~c.c,fu 0
sign here ~
Holder
Signed sealed and delivered by Stacam Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix gA Restriction agreement
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
-=--:----~ ~~~ ~~~~-~~
Company Secretary/Director
pnnt name--------
sign here ...
Director
print name ___ _
Holder
Signed sealed and delivered by Stacam Pty Ltd by
~gn /Jere /) :{ 4t t~ Comf3any SiGretary/ 1reCtor ---
print name JIIV/'r71./ T /"--;! t{:'clZ E{;--_pf<.
~gn hero JZ/dv~ ~U'-/!ry ___ _ Director (
print name A Ojlif N Nf:_ R > ~~ 1'-::1 t (c.f.? ct'ro1-::z
' "
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix 11 Amended 01/07/98, n/OJ/02, 24/10/os, 20/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/lo/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Suite 8o6, Level 8, 70 Pitt Street, Sydney NSW 2ooo
2. Holder's name and address:
Smallco Investment Manager Ltd Suite 18os, Level18, 109 Pitt Street, Sydney, New South Wales 2000, Australia
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
874,251 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
sign here ~
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
Holder
Signed sealed and delivered by Smallco Investment Manager Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix 11 Amended m/o7/98, n/OJ/02, 24/10/05, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Simon Elsby 5 Ridley Park, #04-01, Tanglin Park, Singapore 248476
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
43,713 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name _ _,$"-'t\LU:Pt.J:n.~JN"'--~UiL<L' G,.,,.,Q"'-"EG-oQ.-""'-=:..:i_.,. __ _
Sign here ...
Witness
Holder
Signed sealed and delivered by Simon Elsby by
sign here-,. _______________ _
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name ______________________________ __
sign here ~
Director
print name ______________________________ __
Sign here ~
Holder
Signed sealed and delivered by
~ \ Witness \ ~ () :J Q sign here~----'v=l :.__1,__~ -'<:-~ """"'' "-"""-=d~-
print name \/v-Jc..& N ,- G tt__t L-L. L.?
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix u Amended 01/07/98, u(oJ{02, 24/10/05, 20/07/07
We, the persons in:
• Item I of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
I. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity. Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4-
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Shaun Di Gregorio 2A ]alan Rosa 2, Damansara Heights, Kuala Lumpur, Malaysia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 24 months from the date the entity is admitted to the official list of ASX.
4· Particulars of restricted securities:
26,633,637 ordinary shares in the entity.
S· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name
Sign here ~
Holder
Signed sealed and delivered by Shaun Di Gregorio by
Witness sign heretJ.._J_~~~~~""",;;'S>,~s;:>;::=::,_ ______ _
print name ~C>'\...
+See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01{07{96 Origin: Appendix u Amended 01/07/98, u/oJ/02, 24/lo/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the •official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7. If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Suite 8o6, Level 8, 70 Pitt Street, Sydney NSW 2000
2. Holder's name and address:
Private Portfolio Managers Pty Ltd Level3, 2 Martin Place, Sydney, New South Wales 2000, Australia
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
2,622,754 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
signhere ~ ,... Director
<!-1 ·'' -,..._. r 1'\ - r -J>'O print name __ ;.q_,_t:\011'1 u 1 v-~ t: V\::.1"'-
sign here ...
Holder
Signed sealed and delivered by Private Portfolio Managers Pty Ltd by
Company Secretary/Director
print name----------------
sign here ...
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
s1gn here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
Holder
Signed sealed and delivered by Private Portfolio Managers Pty Ltd by
~gnhere L 4-v'- · L\f\· '\./"-..iA/L,V\' ~panV'S)'cretary/Director -\
print name Hl;;-1 1/, k'L4 uJ Jf'i_VJ
~gnhere ~hL Direct&
print name --~P<-'£TE.,· =--c.<.=-_'tZ_:_-'-~=tS=-=G:=.L_p ___ _
+See chapter 19 for defined terms.
Appendix 9A Puge 6
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix u Amended 01/07/98, u/OJ/02, 24/to/05, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the •official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule g.1.4.
+ See chapter 19 for defined terms.
Appendix gA Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9·'-4· The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Merro Worldwide Ltd 2nd Floor, O'Neal Associates Buidling, Wickham's Cay ll, PO Box 3174, Road Town, Tortola, British Virgin Islands
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
874,251 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
sign here ~
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
Holder
Signed sealed and delivered by Merro Worldwide Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
• =-----~--~~~~-----------Company Secretary/Director
crintname ---------------
sign here
• Director
orintname ----------------
sign here
•
Holder
Signed sealed and delivered by Merro Worldwide Ltd by
orintname ----------------
Authorised Signalo!J?. Palmielo
orint name ____ Jo_a_n_n_a_R_e_d_d_in_::g:__ ____ _
+See chapter 19 for defined terms.
Appendix gA Page 6
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix u Amended 01/07/98, u/oJ/m., 24{to/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/lo/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·'+
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7. If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
u. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to OJ arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
L'Plan Sendirian Berhad 11 Brook Road, 10450 Penang, Malaysia
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
139,880 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~~ Director
print name fll-fj;k!N j)\ c,._Q_f(&{6 lS
sign here ..
Holder
Signed sealed and delivered by L'Pian Sendirian Berhad by
Company Secretary/Director
print name----------------
sign here .. Director
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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I
I i !
App~:ndix gA Rt~striction agreement
sign hare
•
print name
sign here
•
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
compa·ny-seCretary/Director
DireCtor
print nDme -------·
sign here
•
Holder
Signed sealed and delivered by L'Pian Sendlrlan Berhad by
Company SecretaryJD-iiBCi r
;::~ Director
+ See ch;lpl~t· 19 (or r.lelln~cl terms.
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Appendix 9A Restriction agreement
Introduced o1/o7/96 Origin: Appendix u Amended m/o7/g8, u/oJ/02, 24/10/os. 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/lo/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix gA Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9·'-4· The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
James Drummond Unit 1-2, Cascadium Condominium, 28 Jalan Penaga, 59100, Kuala Lumpur, Malaysia
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
87.425 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ..
Witness
Holder
Signed sealed and delivered by James Drummond by
sign here-,.. _______________ _
print name----------------
+See chapter 19 for defined terms.
Appendix gA Page 6
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Appendix gA Restriction agreement
sign hero •
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
pdntname ______________ _
sign Mre ~
Director
print name---------------
Sign here •
Witness
Holder
Signed sealed and delivered by James Drummond by
sign here~·"'---;J<:'f---<7----t"---,----J:Yf\
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix u Amended 01/07/98, u/03{02, 24/lo/os, zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix gA Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Haupt Nominee Co Pty Ltd ATF Haupt Family Trust 1605/7 Railway Street, Chatswood NSW 2067, Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
43,713 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
sign here .. /"""'
Company Secretary/Director
print name,/?M ~ J.../.ec::: 1-1-{l.~
~gnhere ~ Director
print name _ _,Suf\L.Uft"-tlurJ,__D"-'-'~""cJL"""'"'£""VdJ-,"-""·"'-''--'0'-· _
sign here ~
Holder
Signed sealed and delivered by Haupt Nominee Co Pty Ltd ATF Haupt Family Trust by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended o!/07/98, u/oJ/02, 24/lo/os. 20/07/07
We, the persons in:
o Item 1 of the schedule ("entity");
o Item 2 of the schedule ("holder");
o Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
r. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9·'+
+See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Suite 8o6, Level 8, 70 Pitt Street, Sydney NSW 2ooo
2. Holder's name and address:
Hardham Pension Fund Pty Ltd 99 Canterbury Road, Toorak, VIC 3142
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
21,856 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~V Director ~------
print name 'S \:\ Ad N ;D ~ 0,Q E(;oQ1 0
sign here ~
Holder
Signed sealed and delivered by Hard ham Pension Fund Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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AppendixgA Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name----------------
sign here .. Director
print name----------------
Holder
Signed sealed and delivered by Hardham Pension Fund Pty Ltd by
~/.#£ Company Secretary/Director
printna,Qlris Hardham
Director
. Elizabeth Hardham pnntname ----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix u Amended ot/07/98. n/oJ/O'l., 24/10/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Eve1y warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix gA Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Gura Investments SL C!- General Alava 10-6 Oficina 1,
01005 - Vitoria, Spain
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
218,563 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 20!6
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name _ ___,S t\ aJ N D: (J.Q I~(' 0.: G'
sign here ~
Holder
Signed sealed and delivered by Gura Investments SL by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name---------------
sign here ~
Director
print name---------------
sign here
•
sign here •
Holder
Signed sealed and delivered by Gura Investments SL by
Company Secreta /Director
Dr eta
print name ,.\ A- \J \ /;if{
+ See chapter 19 for defined terms,
Appendix gA Page 6
·~#M--r; ~ Mo»!JD DNJ:;-- 7c, 311? Sc; 1\)
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix n Amended 01/07/98, n/oJ/02, 24/10/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/Io/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to •dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
u. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Eminent Holdings Pty Ltd PO BOX389 Osborne Park W A, 6017 Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
'74,850 ordinaty shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secre.t
/l'o/~
~gnhere -~ Director
sign here ~
Holder
Signed sealed and delivered by Eminent Holdings Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name----------------
sign here
• Director
pnntname _______________ _
Holder
Signed sealed and delivered by Eminent Holdings Pty ltd by
pdnl name R afrO c. ,fy / 1/-J vII)
pnntname _ _,G~N-e-aves
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended 01/07/98, u/oJ/01., 24/lo/os. 2o/o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/o5
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX"s written consent.
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Eve1y warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Darren Craike 42 Balmain Street, Cremorne VIC 3121,
Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
26,228 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ...
Witness
Holder
Signed sealed and delivered by Darren Craike by
sign here~----------------
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix !)A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
pn·ntname ----------------
sign here ~
Director
print name----------------
Holder
Signed sealed and delivered by Darren Craike by
~gnher"d~ ,,?~~-
VWtness , d. sign here.,..-~ ---'IY-' _______ _
. . printnama ~ ?-ivm:_t~----
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix 11 Amended m/07/98, u/oJ/02, 24/10/os, 20/07/07
We, the persons in:
o Item 1 of the schedule ("entity");
o Item 2 of the schedule ("holder");
o Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Daniel Earle Kirton Flat J, 1/F Block 2, Skyline Mansions, 51 Conduit Road, Mid-Level, Hong Kong
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
17.485 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 20!6
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here .. print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
• Company S~gr taYY/Director
~H ~ LICC--;.fAP::>
~gnhere \0~ Director
Sign here ..
Witness
Holder
Signed sealed and delivered by Daniel Earle Kirton by
sign here~----------------
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name ______________ _
sign here .. Director
print name ______________ _
Holder
Signed sealed and delivered by Daniel Earle Kirton by
~-~ Witness~~ sign he~
print name ~~ S, ~{,AIM. •
+See chapter 19 for defined terms.
Appendix gA Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended 01/07/98, u/oJ/02, ;l4/l0/os, 20/07/07
We, the persons in:
o Item 1 of the schedule ("entity");
o Item 2 of the schedule ("holder");
o Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
11. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Cowara Pty Ltd PO BOX389 Osborne Park W A, 6017 Australia
2. Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
21,856 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
:-·- ~ Director
print name '6 lt At) N Ul ().a~~~ <::>
sign here ~
Holder
Signed sealed and delivered by Cowara Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix gA Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
ComP8nY Secretary/Director
print name-------------
sign here ~
Director
print name ___ _
sign here ~
print name
sign here ~
print name
Holder
Signed sealed and delivered by Cowara Pty Ltd by
,) <::~ .. ;L(tlc((( ('/\...__.._
Dir~;~or
K_f{'taA ./'."7'/ff.!'/ /'-1/L..LE/(
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended 01/07/98, u/oJ/02, 24/10/os, zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
'
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
r. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Christopher Brice BI 5/F Wisdom Court, 5 Hatton Road, Mid-Level, Hong Kong
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
43,713 ordina1y shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
ecre ~ry/Elifector
A~ '-t~c 1 A-It~
~gnhere ·~ Director
print name "S l,±f'r() ,J Dl GQ C:Gc,()..:.o
Sign here ~
Witness
Holder
Signed sealed and delivered by Christopher Brice by
sign here~----------------
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print nama----------------
sign here .. Director
print name----------------
Sign here ..
Witness
Holder
Signed sealed and delivered by Christopher Brice by
sign here>-_-=:::===~.:_ __________ _
+See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended m/07/98, n/o3/o2, 24/10/os, 2o/o7/07
We, the persons in:
o Item 1 of the schedule ("entity");
o Item 2 of the schedule ("holder");
o Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
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The holder gives this warranty.
AppendixgA Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
r. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Christophe Rousseaux Dreve des pins 44, 1420 Braine l'alleud, Belgium
2. Each •controllers' name and address:
Nil.
AppendixgA Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
218,563 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~- ~ Director
print name 5 i!:fl\d.~ v \ va,,z: G- a(?; 0
Sign here ..
Witness
Holder
Signed sealed and delivered by Christophe Rousseaux by
sign here,. _______________ _
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 91\ RestJ'iclion tl.gi'Ccmcnt
Entity
Signed sealed and delivered by frontie1· Digital Ventures Limited by
sign llcrD >
prlnl nnme ----
cign 11om >
pnn/ nnwe
Director
Holder
·I Sec ch,lptcr 19 for defined terms.
_x
1 I;:: LM f) N~
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix 11 Amended m/o7/98, u/oJ{OJ.., 24/lo/o;, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page r
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to •dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1-4-
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
Appendix9A Restriction agreement
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Catcha Group Pte Ltd Company Number 200402949E, 3 Raffles Place, o6-o1 Bharat Building, Singapore 048617
2. Each •controllers' name and address:
Patrick Grove of 37-22-3, Sri Penaga Condo, }alan Medang Serai, Bul<it Bandaraya Bangsar, 59100 Kuala Lumpur, Malaysia
Lucas Elliot of 45-7, The Boulevard Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 24 months from the date the entity is admitted to the official list of ASX.
4- Particulars of restricted securities:
62,675,531 ordinary shares in the entity.
5· Particulars of controller interests:
Patrick Grove holds a So% interest (2,869,457 shares) and Lucas Elliot holds a 20% interest (717.363 shares) in Catcha Group Pte Ltd
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ..
sign here .. print name
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
Holder
Signed sealed and delivered by Catcha Group Pte Ltd by
Company Secretary/Director
print name----------------
sign here ..
print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreeme:nl
sign here •
Entity
Director
print name------------
Holder
Signed sealed and delivered by Catcha G/ Pte Ltd
sign here •
by/// g/ //{/w, -~'If/Director ------ -
print name
sign here • print name f!>-;1 [<._ \ G. K. (.,"..fLo V 1'3._
----------------~
+Sec chapter 19 fo1· defined tc!'lns.
Appendix 9A Page 6 04/0J/2013
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Controller
Signed sealed and delivered by Patricl< Grove by
1--;ign 11ere
-----
Witness u I - 41/J{N sign here~ __ J{jA/~ ___!____!___/---- ---·----
Controller
Signed sealed and delivered by
Sign /Jere •
Lucas Elliott by
Witness // ~-~ sign here-,. , ___ [!_(/LeY L{.
+Sec chapter 19 for defined terms.
Appendix 9A Page 7
Appendix 9A Reslriclion agreemeul
(
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix n Amended ot/07/98, n/03/02, 24/10/os, 20{07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4-
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix 9A Page 3
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Suite 8o6, Level 8, 70 Pitt Street, Sydney NSW 2ooo
2. Holder's name and address:
Burgowan Investments Pty Ltd GPO Box 582, Brisbane, QLD4o01 Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4· Particulars of restricted securities:
87.425 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
' Company Secreta /Director
.A-"' Aff;;: J... tCr A .. ~_ .. ,.__ print name ---,.,-""'f'-•~:_:_ ______ '-' __ "1""""\.:__:_::-__
~gnhere ~ rV Director ve7------
print name __5_\-(-'-fl._,l.fu.N_o___,..b"-'-'\ G-Q,' "-""-'E<jc{2)'""""=-'-, Cl-=--
sign here ~
Holder
Signed sealed and delivered by Burgowan Investments Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name ______________________________ __
sign here .. Director
print name ______________________________ __
sign here ..
Holder
Signed sealed and delivered by Burgowan Investments Pty Ltd by
c~
printname J<obv-l .::Ivov- K\e'?
sign here .. Director
print name --------------------------------
Appendix gA Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended ot/07/98, u/o3/02, 24/10/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list ofASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
(
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.L4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street Melbourne VIC 3000
2. Holder's name and address:
Boston Asset Management Pty Ltd PO BOX 343 Balwyn, VIC 3103 Australia
2. Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
3· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities were issued to the holder.
4- Particulars of restricted securities:
21,856 ordinary shares in the entity.
5· Particulars of controller interests:
Nil.
6. Particulars of security interests over restricted securities:
Nil.
7· Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
::gnhere ~ Director
print name :7 H AvN b ·, vRcv-d.{ 0
sign here ~
Holder
Signed sealed and delivered by Boston Asset Management Pty Ltd by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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-
Appendix9A Restriction agreement
sign here .. print name
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
Director
!Jtllt\ ltOllJO -----------------
Signed sealed and delivered by Boston Asset Management Pty Ltd by
:gn I~· _c:::;--~ /
/:nmn::~nv ._.p,.,r_r.~)'?n,JI Hrru•t .... ~
print name _ _,L=:;i?~S"c,L:::c=:::_,y~_!=Co...:.-_,;;-7t_:;:_'4-t:=:C.!." /C~-..!f __ _
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest m the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/o5
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4-
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
r. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Jacques Jules Temgo Guiffo B.P. 125 Bonamoussadi DOUALA- Cameroun
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Se"" tary/Director
~//;M.K &-I CC.t ~ t)o
signhere ~~ ~ Director
Sign here
Holder
Signed sealed and delivered by Jacques Jules Temgo Guiffo by
~ -----------------------------
Witness sign here,.-----------------------------
print name -----------------------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix 11 Amended 01/07/98, u/oJ/oz, z.;/w/os, zo/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
u. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Teh Eileen 54, East Coast Terrace , #02-07
Singapore 458949
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix !)A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ·~~ Director
print name "D H'flu N p; vJ2 C'Gc{:S' <J
Sign here ~
Witness
Holder
Signed sealed and delivered by Teh Eileen by
sign here~----------------
print name----------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix gA Restriction agreement
sign here ~
Entity
Signed sealed and delivered. by. Frontier Digital Ventures L1m1ted by
Company Secretary/Director
print name _______________ _
sign here ~
Director
print name----------------
Sign here ~
Holder
Signed sealed and delivered by Teh Eileen by
Witness ~ sign here,.. ~--, -~.:..;,;,:__ ____ _ pnntname ~ Wo~J
+See chapter 19 for defined terms.
Appendix 9A Page: 6 04/03/2013
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix n Amended ot/07/98, n/oJ/02, 24/10/os, w/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page 1
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Appendix '}A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/m/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1-4-
+See chapter 19 for defined terms.
Appendix gA Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Thaw Tint 348 Yishun Ave n , #10-583 Singapore 763348
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere '\}~ Director
printname Stf t}Ul\l D\ CA.0.Ji:C-o(21C'
Sign here ~
Witness
Holder
Signed sealed and delivered by Thaw Tint by
sign here.,. ______________ _
print name---------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name---------------
sign here ~
Director
print name---------------
Sign here ~
Holder
Signed sealed and delivered by Thaw Tint by
print name __ L_:_l_rY\ __ IC_o _l<_Y,__Iil_"<._rJ ___ _
+See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix 11 Amended m/o7/98, u/o3/02, 7.4/lo/os. 2o/o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·'+
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
WaiYan Lin Block 340, #09-05 Choa Chu Kang Loop, Singapore 680340
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix !}A Restriction agreement
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ...
Witness
Holder
Signed sealed and delivered by Wai Van Lin by
sign here~----------------
print name----------------
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
:ugn here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
prrnl name _______________ _
s:gn here .. Director
prmt name ______________ _
Sf{}n !Jere ..
Holder
Signed sealed and delivered by Wai Yan Lin by
+ See chapter 19 for defined terms.
Appendix qA PJge 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended 01{07/98, n/OJ{02, 24/10/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated sub register, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Wai Phyo I< yaw No. 8, Aung Thiri 7 Street, Ward 28, ·· North Dagon Township, Yangon, Myanmar
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by --.....
~gnhere ~ Director
Sign here ~
Witness
Holder
Signed sealed and delivered by Wai Phyo Kyaw by
sign here~---------------
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix ')A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
sign here .. Company Secretary/Director
pnmname __________________________ ___
Director
priM name ____________________________ _
Sign here ..
HOlder
Signed sealed and delivered by Wai Phyo Kyaw by
~ ~ness ~ ~h&e .. __ ~~--~----------------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix u Amended 01/07/98, u/oJ/02, 24/lo/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the +certificated sub register, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9·'+
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
AppendixgA Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
g. A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
MyatMin Han
Appendix9A Restriction agreement
27 (}A), Dagon Thiri Street, Kyauk Myaung Ward, Tamwe Township, Yangon, Myanmar
3· Each +controllers' name and address:
Nil.
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
sign here ~
Sign here ~
Witness
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
Holder
Signed sealed and delivered by Myat Min Han by
sign here,.. ______________ _
print name---------------
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
pnnt nama-----~--
Director
pnmname _____________________________ ___
HOid<:r
Signed sealed and delivered by
~yat MijrCL~ Stgnhere ~ ~ ------~.~--------------------
~'"'"•" \~~r S!gn here>-~i_O ________________ _
pnntname WA! ?!+YO f<'(f\W
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended m/o7/98, n/03/02, 24/lo/os, 2o/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
r. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1-4-
+See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
(
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Schedule
r. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Peyriere Axel Bruno Pierre-Yves 25/140 Addison Road 2095 Manly, NSW Australia
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ~
Witness
Holder
Signed sealed and delivered by Peyriere Axel Bruno Pierre-Yves by
sign here~---------------
print name---------------
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name ________________________________ __
sign here ~
Director
print name --------------------------------
Sign here ~
Holder
Signed sealed and delivered by Peyriere Axel Bruno Pierre-Yves by
print name--------------------------------
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended m/07/98, u/03/02, 24/lo!os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/05
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Nkashama Tshibangu Steve Maratontie sB As.3 01280 Vantaa, Finland
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ~
Witness
Holder
Signed sealed and delivered by Nkashama Tshibangu Steve by
sign here~---------------
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
sign here ~
pn'nt name
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
cOmPany Secretary/Director
Director
print name--------------
Sign here ~
Witness sign
Holder
Signed sealed and delivered by Nkashama Tshibangu Steve by
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced ot/07/96 Origin: Appendix n Amended ot/07/98, u/oJ/02, Z4/lo/o5, zo/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix¢ Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a} The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix gA Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Boris Metraux Kramgasse g, 3011 Bern Switzerland
3· Each +controllers' name and address:
Nil.
AppendixgA Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name b M<J t\1 ;v \ c.QG' c;, eO.: a
Sign here ~
Witness
Holder
Signed sealed and delivered by Boris Metraux by
sign here~---------------
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix !)A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name----------------
sign here ~
Director
print name----------------
Sign here ~
Wdness
Holder
Signed sealed and delivered by Boris Metraux by
1-1-'--·-~L---')__:_/ -~-~=----- \__
sign here.,. -\,\<'=if---/--+,-----++---
+See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended m/07/98, n/03{02, 24/10/os, z.o/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Wendy Jordan Kramgasse 9, 3011 Bern Switzerland
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed}:
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
print name -----"~:_rl-l:uEl~liiJJ N~_.D.L·_,_l C..=>Q_.,J;"-C-~o.L!Q,._,_,i d,__
Sign here ~
Witness
Holder
Signed sealed and delivered by Wendy Jordan by
sign here-.. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here .. print name
sign here •
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
Director
print name---------------
Holder
Signed sealed and delivered by Wendy Jordan by /~
/ ) I ) Sign here y / i -;J C),/'~t-~ .. ~d ,~L- " (/ • ) 4
Witness
sign here• ~-rl"~= (7-.,,_ &.¥ ~tt(
+See chapter 19 for defined tenns.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix n Amended m/07/98, n/oJ/02, 24/!o/os, zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/m/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Didier Katumwa Ngituka Rozenlaan, 13 - 1770 Liedekerke, Belgium
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4- Escrow period (the date from which the initial restricted securities are escrowed}:
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name 5 1-\fk) tJ V l vQ G(Yof2-; G
Sign here ..
Witness
Holder
Signed sealed and delivered by Didier Katumwa Ngituka by
sign here-.. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
(
For
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Appendix9A Restriction agreement
sign here .. print name
sign here ..
Sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
--- ----·-~ ·- --·--~---~· Director
Holder
Signed sealed and delivered by Didier Katumwa Ngituka by
Witness sign here.,... ~---
+See chapter 19 for defined terms.
Appendix gA Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended ot/07/98, u/03/02, 24/10/o5, 2o/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+See chapter 19 for defined terms.
Appendix 9A Page 1
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AppendixgA Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/1o/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1-4-
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Dido Kiswaka Boye
Appendix9A Restriction agreement
42, Route Golf, quartier Golf, commune de Lubumbashi, DR Congo
3· Each +controllers' name and address:
Nil.
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
print name __ s_:::· _,_1-\-"lfi:)J.\LJ) """--' ___.u..L'-~ cl.J;..,_,!Zi""::"-'(JLC"'-'C~l· -"'C)"-
Sign here ~
Witness
Holder
Signed sealed and delivered by Dido Kiswaka Boye by
sign here.,. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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AppendixgA Restriction agt·eement
sign !Jere ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name-----
sign here ~
print name-----------
Sign here ~
Holder
Signed sealed and delivered by Dido Kiswaka Boye by
+See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix n Amended m/o7/g8, n/03/02, 24/Jo/os, 20/07{07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Christian Rucogoza Bizimana Rue des Glands, 12/RCHo, n9o Forest, Belgium
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4- Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
sign here ~
Sign here ~
Witness
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Director
Holder
Signed sealed and delivered by Christian Rucogoza Bizimana by
sign here-. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Resti·iction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
pn'nt name----------------
sign here .. Director
pdnt name----------------
Sign here ..
Holder
Signed sealed and delivered by Christian Rucogoza Bizimana by ' -::T"'j•
~=~~ ~·-. -- fi ,J :2iJC.cc-otA· '. ,_ .eJ./JU/1
I g rr::--1 fv'I,;:W/ A-
Wilness JJ. , ---r-' sign here,. ___ _cC'-"~"'---'-~-=-=-D _____ _
+See chapte1· 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended m/o7/98, n/oJ/02, 24/10/os, 2o/o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/JO/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix !)A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Richard Mbayo Wa Mbayo Avenu Dr. Mbayo, No 1, quartier Kinsuka Pecheur, Commune de Ngaliema, Kinshasa- DR Congo
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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AppendixgA Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
Sign here ..
Witness
Holder
Signed sealed and delivered by Richard Mbayo Wa Mbayo by
sign here.,. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here .. print name
sign horo ..
Sign here ...
Witness sign here.-.
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Gompany SecretarytOirector
Director
Holder
Signed sealed and delivered by Richard Mbayo Wa Mbayo by
print name N U f../ &J '
+See chapter 19 fOr defined tcnns.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended m/o7/98, n/o3{02, 24/10/os, :z.o/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/!o/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9·'"4·
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Daham Gunaratna 10 Mahasen Mawatha, Jinadasa Niyathapala Mawatha, Nugegoda, Sri Lanka
3· Each +controllers' name and address:
Nil.
AppendixgA Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Directo
Sign here ..
Witness
Holder
Signed sealed and delivered by Daham Gunaratna by
sign here~----------------
·print name----------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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AppendixgA Restriction agreen1ent
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
pn'ntname ----------------
sign here ~
Director
print name-----------------
Sign here ~
Holder
Signed sealed and delivered by Daham Gunaratna by
Witness ----f. c_t _~,QC!;>-----;??1'-;Jr-sign here-... _ _,c:2Z'-====-·· ___ .. _ __:~c__:_ ______ _
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended 01/07/98, n/oJ/02, 24/10/05, :w/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7. If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Pathinija Gunaratna 10 Mahasen Mawatha, Jinadasa Niyathapala Mawatha, Nugegoda, Sri Lanka
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 20!6
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~ ~~~ Company Seer .
print name ,,.:r:MK
~gnhere ~ Director
print name S )-\ All (I) J)t G.Q 8/- 0 P-; 0
Sign here ~
Witness
Holder
Signed sealed and delivered by Pathinija Gunaratna by
sign here,. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
print name----------------
sign here ~
Director
print name _______________ _
Holder
Signed sealed and delivered by Pathinija Gunaratna by
~ign here _ _:_1"~=~'=-----------
Witness A~ A_-;o-'--7'7' sign here~--=~=:::;_-··_ue ____ ' _______ _
print name p.il .c.. (. i\f<fr8AStrvGHt:
+ See chapter 19 for defined terms.
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix 11 Amended 01/07/98, n/oJ/02, 24/10/05, 20/07/07
We, the persons in:
Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/Jo/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessaty to prevent the breach, or to enforce the agreement.
11. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
ln this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Meltwater Foundation c/o Trecon Treuhand AG Landoltstrasse 1
CH-8oo6 Ziirich
3· Each +controllers' name and address:
Nil
Appendix 9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 20!6
+ See chapter 19 for defined terms.
Appendix gA Page 5
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Appendix 9A Restriction agreement
sign here •
print name
sign her9 •
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Holder
Signed sealed and delivered by Mel ater Fou tion by
Director
print name---------------
+See chapter 19 for defined terms.
Appendix 9A Page 6 04/0J/2013
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended ot/07/98, u/oJ/oz, 2.4/lo/os. 2o/o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page 1
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Appendix <)A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended '24/IO/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
(a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix gA Page z
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+See chapter 19 for defined terms.
Appendix gA Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Kelvin Nyame M401/ 4 Madina Nkwatanan Accra, Ghana
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company
.H~
~gnhere ~ Directo
print name _ _,5'-~t~-""'AO'-'-"'-rJ,____,.U.LI'-c.._=Q_'-'E"'G""'--=o'--'Q::..!\--'o=-----
Sign here ~
Witness
Holder
Signed sealed and delivered by Kelvin Nyame by
sign here• ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
(
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Appendix !)A Restriction agreement
sign here ~
sign here
•
print name
Sign here ...
Witness sign here,.
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
---~-· ----Company Secretary/Director
Holder
Signed sealed and delivered by Kelvin Nyame by
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended oJ/07/98, u/oJ/oz, 24/10/os, w!o7/o7
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/lo/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9·1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Rashad Tungteiya Seini BAC 9/7 Batsonaa Spintex Road Accra, Ghana
3· Each •controllers' name and address:
Nil.
AppendixgA Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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AppendixgA Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ·~~ Director
print name _ __::S'--LtiC!.fl-"d~f.JI"L-h....,_; (.J~R.:!E-"0'""'-'C""' 12;__,''-'o"--
Sign here ~
Witness
Holder
Signed sealed and delivered by Rashad Tungteiya Seini by
sign here~---------------
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix !)A Restriction agreement
sign here
•
print name
sign here
•
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~~-~·~---~
Company Secretary/Director
Director
print name ~----~-
pnnfname
Holder
Signed sealed and delivered by Rashad Tungteiya Seini by
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
Introduced m/o7/96 Origin: Appendix u Amended ot/07/98, u/o3/oz, z4/10/os, zo/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·'·4·
+ See chapter 19 for defined terms.
Appendix 9A Page 2
(
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Kofi Enu Ayodele Amuasi M401/4 Madina Nkwatanan Accra, Ghana
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere s}~ Director
Sign here ~
Witness
Holder
Signed sealed and delivered by Kofi Enu Ayodele Amuasi by
sign here,. ______________ _
print name---------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
I '
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Appendix9A Restriction agreement
sign here •
pn"ntname
sign here •
print name
Sign here ..
Witness sign here.,..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Company Secretary/Director
Holder
Signed sealed and delivered by Kofi Enu Ayodele Amuasi by
+ See chapter 19 for defined tenns.
Appendix !)A Page 6
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended m/07/98, n/03/02, 24/10/os, 20/07{07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
AppendixgA Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/Io/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to •dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated sub register, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
AppendixgA Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix gA Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix gA Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Fikayo Ogundipe 5 Yaya Hassan Street, Idimu, Lagos, Federal Republic of Nigeria
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix gA Page 5
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Appendix9A Restriction agreement
sign here ..
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~ Director
print name s J± f\\.) rJ u\ v.J~- E: G- c ~ 0
Sign here ..
Witness
Holder
Signed sealed and delivered by Fikayo Ogundipe by
sign here,. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreement
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Signed sealed and delivered by Frontier Digital Ventures Limited by
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Holder
Signed sealed and delivered by Fikayo Ogundipe \)y
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix n Amended 01/07/98, u/03/02, 24/to/os, zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix gA Page r
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a •holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
AppendixgA Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
u. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Oladapo Eludire Plot 8, Tayo Fifo Close, Magodo, Lagos, Federal Republic of Nigeria
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4- Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
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Appendix9A Restriction agreement
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~~ Director
print name <S \-\ Au N
Sign here ~
Witness
Holder
Signed sealed and delivered by Oladapo Eludire by
sign here.-______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agrecrne:nt
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Appendix 9A Restriction agreement
Introduced m/07/96 Origin: Appendix u Amended m/o7/98, n/03/oz, 24/10/os, 20/07/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 2.4/to/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the +certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
(b) If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no +controller.
(c) The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each +controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a +controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a +controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix9A Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix gA Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Oluwaseyi Ayeni 5 Yaya Hassan Street, Idimu, Lagos, Federal Republic of Nigeria
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere u~ Director
Sign here ~
Witness
Holder
Signed sealed and delivered by Oluwaseyi Ayeni by
sign here,.. ______________ _
print name---------------
+See chapter 19 for defined terms.
Appendix 9A Page 6
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Appendix 9A Restriction agreen1ent
s1gn hore
•
punt nam::-
s1gn here
•
ormt nama
Srgn her&
•
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited i)y
ConloanYSeCretary/Olrector
D1rector
Holder
Signed sealed and delivered by Oluwaseyi Ayeni by
Wl(noss sign hero..__
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Appendix 9A Restriction agreement
Introduced 01/o7/96 Origin: Appendix u Amended 01/o7/98, n/o3/oz, 24/lo/os. zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) •Dispose of, or agree or offer to •dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/JO/os
2. During the escrow period, a controller will not do any of the following.
(a) •Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9·1.4.
+ See chapter 19 for defined terms.
Appendix 9A Page 2
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The holder gives this warranty.
Appendix9A Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9.1-4- The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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Appendix¢ Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the •securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the •securities set out in item 5 of the schedule and any •securities attaching to or arising out of those •securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Sulaiman Balogun 25 Hassan Street, Epe, Lagos, Federal Republic of Nigeria
3· Each •controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix¢ Restriction agreement
sign here ~
print name
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
~gnhere ~~ Director
print name ---'-::,,_· AA=l.l<.LI tJ~__,"Uct.:..._• "'C."'R."-'e"':...,c;."'o"-'(?,t:.-L·_,o'---
Sign here ~
Witness
Holder
Signed sealed and delivered by Sulaiman Balogun by
sign here.,. ______________ _
print name---------------
+ See chapter 19 for defined terms.
Appendix 9A Page 6
(
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Appendix 9A Restriction agree1nent
""On here ~
pnnt name
pnnt n:Jmo
Witnoss sign IJoro>-
pnnt mmw
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
Holder
Signed sealed and delivered by Sulaiman Balogun by
8!tY~ - --'
. ©lt,w8s£fJ A r f.tJ;
+ Set> ch<lptL'r Hl fm delirwd tt~J ms
Appendix t}A Pag~,:- (l
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Appendix 9A Restriction agreement
Introduced 01/07/96 Origin: Appendix u Amended m/o7/98, n/o3/0'2, 24/10/os, zo/o7/07
We, the persons in:
• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),
agree as follows.
Introduction
Appendix9A Restriction agreement
A. The entity intends to issue restricted securities to the holder. The holder will hold the restricted securities as set out in this agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a •controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.
Agreement
Escrow restrictions
1. During the escrow period, the holder will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the restricted securities.
+ See chapter 19 for defined terms.
Appendix 9A Page 1
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Appendix9A Restriction agreement
(b) Create, or agree or offer to create, any security interest in the restricted securities.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
(d) Participate in a return of capital made by the entity.
Amended 24/10/os
2. During the escrow period, a controller will not do any of the following.
(a) +Dispose of, or agree or offer to +dispose of, the controller interests.
(b) Create, or agree or offer to create, any security interest in the controller interests.
(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
3· We will comply with chapter 9 of the listing rules. If any of us is not a listed entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
4· (a) If the restricted securities are kept on the •certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or •recognised trustee for the escrow period.
(b) If the restricted securities are kept on the •issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.
Warranties
5· If only the holder and the entity are parties to this agreement, one of the following applies.
(a) The holder is an individual.
(b) The holder has no •controller.
(c) The holder has the •controllers set out in item 3 with the interests identified in item 6, and each •controller comes within an exception set out in rule 9.1.4.
+See chapter 19 for defined terms.
Appendix gA Page 2
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The holder gives this warranty.
AppendixgA Restriction agreement
6. If the holder, the entity and any •controller are parties to this agreement, the holder has the •controllers set out in item 3 with the controller interests identified in item 6, and any •controller who is not a party to this agreement comes within an exception set out in rule 9·1.4. The holder and each •controller give this warranty.
7· If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the •controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each •controller gives this warranty.
9· A breach of any of these warranties is a breach of this agreement.
Consequences of breaching this agreement
10. If it appears to the entity that the holder or a •controller may breach this agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
n. If the holder or a •controller breach this agreement, each of the following applies.
(a) The entity must take the steps necessary to enforce the agreement, or to rectifY the breach.
(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or •conversion of any of the •restricted securities. This is in addition to other rights and remedies of the entity.
(c) The holder of the •restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.
Amendment
12. This agreement will not be changed or waived without ASX's written consent.
+ See chapter 19 for defined terms.
Appendix 9A Page 3
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AppendixgA Restriction agreement
Jurisdiction
13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.
Definitions and interpretation
In this agreement:
ASX means ASX Limited.
controller interests means the +securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.
escrow period means the period set out in item 4 of the schedule.
restricted securities means the +securities set out in item 5 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities because of the definition of restricted securities in the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
+ See chapter 19 for defined terms.
Appendix 9A Page 4
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Schedule
1. Entity's name and address:
Frontier Digital Ventures Limited Level 7, 330 Collins Street, Melbourne VIC 3000
2. Holder's name and address:
Kenneth Berggreen Hogrefe Av. Silva Carvalho 505, Compao. Lobito, Angola
3· Each +controllers' name and address:
Nil.
Appendix9A Restriction agreement
4· Escrow period (the date from which the initial restricted securities are escrowed):
The period of 12 months from the date the restricted securities are issued to the holder.
5· Particulars of restricted securities:
ordinary shares in the entity which will be issued to the holder on completion of the Share Sale Agreement as defined in the Prospectus dated
6. Particulars of controller interests:
Nil.
7· Particulars of security interests over restricted securities:
Nil.
8. Particulars of security interests over controller interests:
Nil.
Dated: 2016
+ See chapter 19 for defined terms.
Appendix 9A Page 5
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Appendix9A Restriction agreement
sign here ~
sign here ~
Entity
Signed sealed and delivered by Frontier Digital Ventures Limited by
SHAUN Dl GREGORIO print name ______________ _
Sign here ~
Witness
Holder
Signed sealed and delivered by Kenneth Berggreen Hogrefe by
sign here-.. ______________ _
print name ______________ _
+See chapter 19 for defined terms. ,. Appendix 9A Page 6
(
(
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Appendix9A Restriction agreement
sign here ...
Entity
Signed sealed and delivered by Frontier Digital Ventures limited by
Company Secretary/Director
pn·ntname ______________ _
sign here .. Director
prfntnamo ______________ _
Sign here ..
Holder
Signed sealed and delivered by Kenneth Berggreen Hogrefe by
Wdness l ~.~ 0 l ) sign here..C, a.u.cuJl)d..:.J-~12~ ~ /.c.__g,
print namec,la! trCilh ft_1'7'j<2 nPvltiEJJk
+ See chapter 19 for defined terms.
Appendix 9A Page 6
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