Exhibit 2.2

Share sale agreement

Griffon AMES HoldCo LLC

Seller

HupCo ParentCo Pty Ltd

Buyer

Clayton Utz
Level 18 333 Collins Street
Melbourne VIC 3000
GPO Box 9806
Melbourne VIC 3001
Tel        +61 3 9286 6000
Fax       +61 3 9629 8488
www.claytonutz.com

Our reference 966/24093/81053854

Contents

Share sale agreement

Date: 8 June 2026

Parties

Background

Operative provisions

In this agreement:

ACCC means the Australian Competition and Consumer Commission.

ASIC means the Australian Securities and Investments Commission.

Authorisation means any licence, consent, approval, permit, registration, accreditation, certification or other authorisation given or issued by any Regulatory Authority or any other person.

Business means the business of developing, manufacturing, distributing and selling branded tools and products for landscaping, gardening and home organisation conducted by the Group Companies.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Melbourne, Victoria.

Buyer Group means the group comprising the Buyer and the other Buyer Group Members.

Buyer Group Member means the Buyer and each Related Entity of the Buyer (including TopCo and MidCo) and after Completion includes each Group Company.

Buyer Warranties means the warranties set out in Schedule 5.

Cash Consideration has the meaning given in clause 4.1(a).

CCA means the Competition and Consumer Act 2010 (Cth).

Claim means any claim, demand or cause of action however arising in relation to:

other than a Tax Claim.

Claim Notice has the meaning given in clause 11.2.

Company means Griffon Australia Holdings Pty Ltd ACN 156 377 356, details of which are specified in Schedule 2.

Completion means the completion of the sale and purchase of the Shares in accordance with clause 7.

Completion Date means the date on which Completion occurs.

Condition means each condition specified in clause 2.1.

Confidential Information means:

in whatever form and in each case including information that has been disclosed by the Seller or any Group Company or their respective Representatives under the terms of a confidentiality agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Defaulting Party has the meaning given in clause 7.5.

Due Diligence Reports means the following vendor due diligence reports prepared by advisers of the Seller or the Group Companies (as applicable) in connection with the third-party debt financing for the Proposed Transaction and provided to the Buyer or HupCo Holdings (whether directly or through their respective Representatives) before the date of this agreement, and which were made available to the Buyer on a non-reliance basis:

Duty means any stamp, transfer, transaction or registration duty or similar charge which is imposed by any federal or state revenue authority and together with any interest, penalties, fines and additions to tax.

End Date means 8 October 2026 or any other date agreed in writing between the Seller and the Buyer.

Group Company means each of the Company and each Subsidiary; and “Group” shall mean, collectively, the Company and all Subsidiaries.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

HupCo Holdings means HupCo Holdings Pty Ltd ACN 697 110 099.

Insolvency Event means, in relation to a person, any one of the following:

Last Accounts means the audited consolidated financial statements of the Group Companies for the financial year ended on the Last Balance Date comprising:

copies of which are attached as Attachment 1.

Last Balance Date means 30 September 2025.

Loss means losses, liabilities, damages, costs, charges, penalties and expenses and includes Taxes and Duties.

Management Accounts means the financial statements of the Group Companies and its controlled entities for the period from the 1 October 2025 until 30 March 2026, as attached as Attachment 2.

MidCo means HupCo MidCo Pty Ltd ACN 698 725 058.

NAB means National Australia Bank Limited ABN 12 004 044 937.

NAB Facility Agreement means the NAB Multi-Option Facility Agreement between NAB (as lender), the Company and AMES Australasia Pty Ltd ACN 169 427 061 (each, as borrower and guarantor) and AMES NZ (as guarantor), originally dated 22 July 2016, as amended and restated on 11 March 2026.

NAB RPA means the Receivables Purchase Agreement dated 30 March 2020, as amended from time to time and most recently by letter dated 10 March 2026, between NAB (as purchaser) and AMES Australasia Pty Ltd ACN 169 427 061 (as seller).

Non-Defaulting Party has the meaning given in clause 7.5.

Officer has the meaning given in section 9 of the Corporations Act.

PIK Note means the payment in kind note to be issued by TopCo to the Seller for the value of $69,300,000 as part of the consideration for the Buyer’s acquisition of the Shares from the Seller, in the form attached as Attachment 5.

PPS Register means the Personal Property Securities Register established under the PPSA.

PPSA means the Personal Property Securities Act 2009 (Cth).

Proposed Transaction means the transaction pursuant to which HupCo Holdings will obtain a 51% indirect controlling interest in the Company, and the Seller will retain a 49% indirect interest in the Company, through TopCo (being the ultimate Australian holding company of the Buyer), with MidCo being an intermediate holding company between TopCo and the Buyer.

Prejudicial Action has the meaning given in clause 12.4.

Purchase Price has the meaning given in clause 4.1.

Recipient has the meaning given in clause 16.1(a).

Recipient of the Supply has the meaning given in clause 19.3.

Records means all originals and copies of all books, records, reports, correspondence, files, manuals and other documents and information created by, owned by, or used by any Group Company, whether in printed, electronic or any other form and including all:

Regulatory Authority means:

Regulatory Conditions means each of the Conditions specified in clause 2.1(a).

Related Entity of a corporation means:

Representatives means, in relation to a party, all officers, employees, professional advisers, agents and attorneys of the party or of its Related Entities.

Security Interest means a mortgage, charge, pledge, lien, encumbrance, security interest (as defined in section 12(1) of the PPSA), title retention, preferential right, trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered.

Shareholders’ Agreement means the shareholders’ agreement to be entered into on Completion between the Seller, HupCo Holdings and TopCo in respect of the ongoing governance and management of TopCo and its subsidiaries, including the Group Companies, in the form attached as Attachment 3.

Seller Group Member means the Seller and each Related Entity of the Seller other than each Group Company.

Shares means the shares in the capital of the Company specified in Schedule 1.

Standard Rate means the 90 day Australian Bank Bill Swap Bid Rate displayed on page BBSY of the Thomson Reuters Screen on the first date on which interest accrues (or if that rate or publication is not published, the rate determined by the Seller, acting reasonably, to be the nearest equivalent rate having regard to prevailing market conditions) plus a margin of 2% per annum.

Subscription Agreements means the share subscription agreements to be entered into immediately prior to Completion between HupCo Holdings and TopCo, the Seller and TopCo, TopCo and MidCo, and MidCo and the Buyer, in the form attached as Attachment 4.

Subscription Set Off Amount has the meaning given in clause 4.2

Subsidiaries means each of the companies specified in Schedule 3.

Supplier has the meaning given in clause 19.3.

Tax means any tax, levy, excise, Duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charges.

Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) or either of them.

Tax Assessment means any notice, demand, assessment, amended assessment, determination, return or other document issued by a Tax Authority or lodged with a Tax Authority under a system of self-assessment as a result of which any Group Company may be required to make a payment of Tax or may be deprived of any credit, rebate, relief, right of set off or right to repayment of Tax or any allowance, deduction, tax loss or other benefit.

Tax Authority means any Regulatory Authority responsible for the assessment, collection, withholding or administration of Tax in any country or jurisdiction.

Tax Claim means any claim against the Seller under clause 13.1.

Third Party Claim means any claim or potential claim by any person other than any Buyer Group Member or any Seller Group Member against any Group Company.

TopCo means HupCo TopCo Pty Ltd ACN 698 724 579.

Transaction Documents means:

Tribunal means the Australian Competition Tribunal established under Part III of the CCA.

Warranties means the warranties set out in Schedule 4.

Warranty Claim means any Claim by the Buyer arising out of a breach of a Warranty, including, for the avoidance of doubt, a claim under clause 10.3.

Any provision of this agreement which requires a party to use reasonable endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur does not include any obligation:

except where that provision expressly specifies otherwise.

If any Warranty is qualified by the Seller’s awareness or knowledge, the facts of which the Seller is aware or that are within the Seller’s knowledge are taken to be and are limited to all facts of which any of the directors of the Seller are actually aware at the date of this agreement.

If the day on which any act to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately preceding Business Day except where this agreement expressly specifies otherwise.

In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

Clause 7 does not become binding on the parties and has no force or effect, and Completion cannot take place, unless each of the conditions listed in the first column of the following table has been either satisfied or waived in accordance with clause 2.5:

Each party must use all reasonable endeavours to ensure that each Condition is satisfied as soon as practicable after the date of this agreement and in any event before the End Date and in particular:

Without limiting clause 2.2, the Buyer must use all reasonable endeavours to ensure that each Regulatory Condition is satisfied as soon as practicable after the date of this agreement and in particular:

reasonably be required to enable the ACCC to determine an effective notification date in accordance with the CCA; and

Each party must within 1 Business Day after becoming aware of the satisfaction of any Condition notify the other party of the satisfaction of that Condition and provide reasonable evidence that the Condition has been satisfied.

A Condition may be waived and may only be waived:

A party entitled to waive or to agree to waive a Condition under this clause 2.5 may do so in its absolute discretion. A party that waives or agrees to waive a Condition may not bring a Claim against any other party in respect of any breach of this agreement that caused that Condition not to be satisfied.

A party is entitled to terminate this agreement by notice to the other party at any time before Completion:

except where the relevant Condition has become incapable of satisfaction, has not been satisfied, or ceases to be satisfied, as a direct result of a failure by the party seeking to terminate to comply with its obligations under clause 2.2 or clause 2.3.

On Completion the Seller must sell and the Buyer must buy the Shares for the Purchase Price free from all Security Interests and together with all rights attaching or accruing to the Shares after the date of this agreement.

Legal and beneficial ownership of and risk in the Shares will pass from the Seller to the Buyer on Completion.

The purchase price payable for the Shares is an amount equal to the aggregate of:

(Purchase Price).

The Seller hereby directs the Buyer to pay part of the Cash Consideration, in the amount of $29,800,000, to TopCo in satisfaction of the obligation of the Seller to pay certain funds to TopCo under the Subscription Agreement between TopCo and the Seller. Accordingly, the parties acknowledge and agree that, pursuant to clause 2(a) the Subscription Agreement between the Seller and TopCo, the amount of $29,800,000 (Subscription Set Off Amount) owing by the Seller to TopCo under that agreement is set-off against the Cash Consideration payable by the Buyer to the Seller under this agreement.

The Purchase Price must be paid as follows on Completion:

For the purposes of preserving the value of the Business after the date of this agreement until Completion, each party must use reasonable endeavours (to the extent it is able, consistent with past practice in respect of the Business) to procure that until Completion, each Group Company conducts the Business in the ordinary and usual course consistent with its usual business practices (with no advance payments to third parties, including in respect of capital projects, or early collection of receivables) and does not make any significant change to the nature or scale of the Business. It is acknowledged and agreed that the Company must have a minimum cash balance as at Completion of $3,000,000, and will have no debt other than trade creditor debt and liabilities incurred in the ordinary course of business (such as trade payables, payroll, and hedges and derivatives in connection with the purchase of products)

and commitments relating to the senior debt funding being arranged as part of the Proposed Transaction.

Nothing in clause 5.1 restricts the Seller and any Group Company from taking any action:

Prior to Completion, the Buyer and the Seller will each do all that is required of it to ensure that the agreed pre-Completion steps set out in Schedule 6 are implemented prior to the Completion Date (or on the Completion Date but prior to Completion, where so provided in Schedule 6).

or at any other place, date or time, or using such method, as the Seller and the Buyer agree in writing.

At Completion, each party must perform, or procure the performance of, the following actions, in the order specified in the table set out in this clause.

As soon as practicable following Completion, the Buyer must procure that the Company lodges the ASIC filings required by law reflecting the transactions effected at Completion within 7 Business Days after Completion.

The obligations of the parties under clause 7.2 are interdependent and must be performed, as nearly as possible, simultaneously. If any obligation specified in clause 7.2 is not performed on or before Completion then, without limiting any other rights of the parties, Completion is taken not to have occurred and any document delivered, or payment made, under clause 7.2 must be returned to the party that delivered it or paid it.

If Completion does not occur in accordance with this clause 7 because of the failure of any party (Defaulting Party) to satisfy any of its obligations under this clause 7 then:

(in either case the Non-Defaulting Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations within a period of 5 Business Days after the date of the notice and specifying that time is of the essence in relation to that notice.

If the Defaulting Party fails to comply with a notice given under clause 7.5, the Non-Defaulting Party may without limiting its other rights or remedies available under this agreement or at law:

If the Defaulting Party is the Buyer and the Seller terminates this agreement under clause 7.6, without limiting the Seller’s other rights or remedies available under this agreement or at law, the damages recoverable by the Seller for breach of this agreement include:

Seller and the Buyer shall each provide such assistance to the other as is reasonably necessary to ensure that the NAB Facility Agreement and the NAB RPA are so incorporated under the Buyer’s senior debt facility to ensure continued availability to the Company and AMES Australasia Pty Ltd to utilise those facilities (up to the aggregate amount of the revolving facility limit) on and from Completion.

In addition to any other rights of access under this agreement, the Buyer must procure that for a period of 7 years after Completion (or for any longer period required by law) each Group Company retains all Records and makes available to the Seller and its Representatives on reasonable notice and at the expense of the Seller any Records which are reasonably required by the Seller:

provided that the Buyer is not required to comply with any request under this clause 9 to the extent that doing so is reasonably likely to result in a waiver of privilege in relation to any document or breach any obligation of confidentiality owed by any Group Company.

The Seller warrants to the Buyer that each Warranty is true and correct as at the date of execution of this agreement and immediately before Completion.

Each Warranty is to be treated as a separate Warranty and is not limited by reference to any other Warranty or any other provision of any Transaction Document.

Subject to the provisions of this agreement, the Seller indemnifies the Buyer against, and must pay to the Buyer on demand the amount of any Loss suffered or incurred by the Buyer or any Group Company as a result of a breach of any Warranty pursuant to a Warranty Claim.

The Buyer acknowledges and agrees that:

The Buyer warrants to the Seller that each Buyer Warranty is true and correct as at the date of execution of this agreement and immediately before Completion.

The Seller is not liable in respect of a Warranty Claim in respect of the Warranties in paragraphs 1.5, 1.6 and 1.7 of Schedule 4, if the fact, matter or circumstance giving rise to the Warranty Claim:

The Seller is not liable in respect of a Claim unless:

The Seller is not liable in respect of a Warranty Claim unless the amount that the Buyer would be entitled to recover in relation to that Warranty Claim is at least $300,000.

The Seller is not liable in respect of a Warranty Claim unless the aggregate amount that the Buyer would be entitled to recover, but for this clause 11.4, in relation to all Warranty Claims is at least $2,000,000, in which case the Seller is only liable for the amount in excess of $1,000,000.

The Seller is not liable in respect of a Claim to the extent that:

The Seller is not liable in respect of any Claim to the extent that:

The maximum aggregate amount recoverable by the Buyer from the Seller in relation to all Claims under or in connection with this agreement shall be:

provided that the maximum aggregate amount recoverable by the Buyer from the Seller in respect of all Claims (and Tax Claims) under or in connection with this agreement cannot exceed the amount of the Purchase Price.

If the Seller has made a payment to the Buyer in relation to any Claim and any Buyer Group Member has or subsequently obtains a right to recover an amount from any person other than the Seller in connection with the fact, matter or circumstance that gave rise to the Claim, the Buyer must:

If the Seller has made a payment to the Buyer in respect of a Claim (Claim Amount) and after that payment is made any Buyer Group Member receives any payment, benefit or credit (including any benefit in relation to Tax) by reason of any insurance, indemnity or recovery in connection with the fact, matter or circumstance to which the Claim relates (Recovery Amount), then the Buyer must as soon as reasonably practicable repay to the Seller an amount equal to the lesser of the Claim Amount and the Recovery Amount less:

Nothing in this agreement relieves any person from any duty at law to mitigate any loss or damage that it may suffer or incur as a result of any breach of this agreement (including a breach of any Warranty).

No party is liable to any other party for any loss or damage resulting from a breach of this agreement (including a breach of any Warranty):

except where this agreement specifically provides that that type of loss or damage is recoverable.

The Buyer waives and must procure that each other Buyer Group Member waives all rights and claims that it may have personally against the current and former officers and employees of any Seller Group Member in relation to any matter arising directly or indirectly in connection with a Transaction Document or the sale of the Shares except to the extent that those rights or claims arise out of the fraud, wilful misconduct or wilful default of a current or former officer or employee of any Seller Group Member. The parties acknowledge and agree that:

None of the limitations in this clause 11 apply to any Claim to the extent that it arises out of, or is increased as a result of any fraud, wilful default or wilful concealment by the Seller.

Without limiting any other rights of the Seller under this agreement, if after Completion the Buyer becomes aware of any Third Party Claim which may give rise to a Warranty Claim the Buyer must within 20 Business Days after becoming aware of the Third Party Claim give the Seller notice of the Third Party Claim (including reasonable details of the facts, matters or circumstances giving rise to the Third Party Claim, the basis of the Third Party Claim and an estimate of the amount of the Third Party Claim).

If the Buyer gives notice under clause 12.1 then until the Third Party Claim has been finally resolved or the Seller gives notice under clause 12.3:

The Seller may within 40 Business Days after notice is given under clause 12.1 in respect of a Third Party Claim give notice to the Buyer assuming the conduct of the defence of the Third Party Claim.

If the Seller gives notice under clause 12.3 assuming the conduct of a Third Party Claim then:

provided that the Buyer is not required to take and is not required to procure that any Group Company take any action under this clause 12.4, and the Seller must not take any action, that materially prejudices or is likely to materially prejudice the goodwill or reputation of the business of, or of any material commercial relationship of, any Buyer Group Member (Prejudicial Action).

The Seller indemnifies the Buyer against, and must pay to the Buyer on demand in accordance with this clause 13 the amount of, any Tax that any Group Company is liable to pay in respect of or by reference to any period or part period ending on or before Completion.

The Seller is not liable in respect of any Tax Claim unless notice of the Tax Assessment giving rise to the Tax Claim is given to the Seller under clause 14 no later than 4 years after Completion.

The Seller is not liable in respect of any Tax Claim to the extent that:

The Seller must make any payment due under clause 13.1 no later than 10 Business Days after the Seller receives from the Buyer notice providing details of the amount due and the basis on which the Buyer claims payment under this clause except if payment is in respect of Tax actually payable in which case the Seller is not required to make payment until the day that is 5 Business Days before the last date on which payment of that Tax may lawfully be made without incurring penalties or interest for late payment.

If the Seller has made a payment to the Buyer under this clause 13 (Tax Payment Amount) and within 12 months after that payment is made any Buyer Group Member receives any refund in respect of any fact, matter or circumstance in respect of which that payment was made (Tax Refund Amount) then the Buyer must as soon as reasonably practicable after receipt pay to the Seller an amount equal to the lesser of the Tax Payment Amount and the Tax Refund Amount less:

If after Completion the Buyer or any Group Company receives or proposes to lodge any Tax Assessment which is reasonably likely to give rise to a Tax Claim the Buyer must as soon as reasonably practicable give the Seller notice of the Tax Assessment (including a copy of each document received or proposed to be lodged in connection with the Tax Assessment).

If the Buyer gives notice under clause 14.1:

without the prior written consent of the Seller which consent must not be unreasonably withheld or delayed.

The Seller may within 40 Business Days after notice is given under clause 14.1 in relation to a Tax Assessment give notice to the Buyer requiring the Buyer to comply with the terms of clause 14.4 in relation to the Tax Assessment.

If the Seller gives notice under clause 14.3 in relation to a Tax Assessment then:

If the Seller does not give notice under clause 14.3 then without limiting the Buyer’s other rights under this agreement, the Buyer and each relevant Group Company are entitled to settle, compromise or pay the Tax Assessment on any reasonable terms.

The Seller is responsible for preparing and lodging with the appropriate Tax Authority all returns required to be lodged in relation to the Tax affairs of any Group Company in relation to any period ending on or before Completion that have not been prepared and lodged on or before Completion and the Seller must prepare and lodge all returns of this type as soon as reasonably practicable after Completion.

The Buyer must provide to the Seller at its own cost all information and assistance reasonably required by the Seller (including reasonable access to employees and records of the Group Companies) in connection with the preparation of the returns referred to in clause 15.1.

The Buyer is responsible for preparing and lodging with the appropriate Tax Authority all returns required to be lodged in relation to the Tax affairs of any Group Company in relation to any period ending after Completion. Without limiting the provisions of clause 14, the Buyer must, in respect of all returns in relation to the period in which Completion occurs:

The Seller must provide to the Buyer at the Buyer’s own cost all information and assistance reasonably required by the Buyer (including reasonable access to employees and records of any Seller Group Member) in connection with the preparation of any returns referred to in clause 15.3 where any part of the period in relation to which the return is required is before Completion.

If after Completion any audit in relation to the Tax affairs of any Group Company is commenced that relates in whole or in part to the period before Completion then the Buyer and the Seller must give each other all reasonable assistance in relation to that audit.

Except as permitted by clause 16.2:

Nothing in this agreement prevents a Recipient from disclosing any information referred to in clause 16.1:

A party must not make any public announcement relating to any Transaction Document unless the parties have consented to the terms, form and timing of the announcement, or the announcement is permitted under clause 16.2(a).

Following Completion, the Seller must not use or disclose to any person other than the Buyer and its Representatives any Confidential Information, except:

Each party agrees that:

The Buyer may terminate this agreement at any time before Completion in accordance with clause 2.6 or clause 7.6 but is not entitled to terminate or rescind this agreement for any other reason.

The Seller may terminate this agreement at any time before Completion in accordance with clause 2.6 or clause 7.6 but is not entitled to terminate or rescind this agreement for any other reason.

If this agreement is terminated then:

Any reference in this agreement to a payment to any party includes payment to another person at the direction of that party.

Payment of any amount due under this agreement by any party must be made by the paying party to the recipient party by:

Any payment to be made under this agreement must be made free and clear of any set-off, deduction or withholding, except where that set-off, deduction or withholding is required or compelled by law.

Except for any amounts payable in connection with any indemnity under this agreement, any person who is required or compelled by law to make any deduction or withholding from any amount payable under this agreement must, to the extent permitted by law, pay to the payee an additional amount sufficient to ensure that the amount received by the payee equals the full amount that would have been received by the payee, if that deduction or withholding had not been required or compelled.

If any party (Payor) fails to make a payment to any other party (Payee) under this agreement on or before the due date for payment, then, without limiting any other remedy of the Payee, the Payor must pay to the Payee on demand interest on the due amount calculated at the rate which is 2% above the Standard Rate, with interest to accrue from the due date to the day immediately before the actual date of payment, calculated daily on the basis of a 365 day year and capitalised monthly.

The parties agree that:

Any payment or reimbursement required to be made under this agreement or any other Transaction Document that is calculated by reference to a cost, expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for the acquisition to which the cost, expense or amount relates.

If GST is or becomes payable in relation to a supply made by a party (Supplier) under or in connection with this agreement or any other Transaction Document then the party providing consideration for the supply (Recipient of the Supply) must pay an additional amount to the Supplier equal to the amount of the GST payable in relation to the supply at the same time as other consideration is to be provided for that supply subject to the Supplier providing a valid tax invoice to the Recipient of the Supply.

If the GST payable in relation to a supply made under or in connection with this agreement or any other Transaction Document varies from the additional amount paid by the Recipient of the Supply under clause 19.3 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient of the Supply. Any ruling, advice, document or other information received by the Recipient of the Supply from the Australian Taxation Office in relation to any supply made under this agreement or any other Transaction Document will be conclusive as to the GST payable in relation to that supply. Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 19.3 and if any adjustment event occurs in relation to a supply, the Supplier must give the Recipient an adjustment note within 14 days after the date of the adjustment event.

Each communication (including each notice, consent, approval, waiver, request and demand) (Notice) under or in connection with this agreement:

Without limiting the ability of a party to prove that a Notice has been given and received at an earlier time, each Notice under or in connection with this agreement is taken to be given by the sender and received by the recipient:

provided that:

If a Notice delivered or sent under this clause 20 is delivered or sent by more than one method, the Notice is taken to be given by the sender and received by the recipient whenever it is taken to be first received in accordance with clause 20.2.

To the extent permitted by law, the Transaction Documents constitute the entire agreement between the parties in relation to their subject matter including the sale and purchase of the Shares and supersede all previous agreements and understandings between the parties in relation to their subject matter.

This agreement may only be varied by a document signed by or on behalf of each party.

A party cannot assign or otherwise transfer any of its rights under this agreement without the prior consent of each other party.

Unless this agreement expressly provides otherwise, a consent under this agreement may be given or withheld in the absolute discretion of the party entitled to give the consent and to be effective must be given in writing.

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with:

Each party warrants that immediately prior to entering into this agreement, it has unconditionally consented to:

by any method of electronic signature that other party uses (at that other party’s discretion), including signing on an electronic device or by digital signature.

This agreement may be executed in any number of counterparts by or on behalf of a party and by the parties in separate counterparts. Each counterpart constitutes an original of this agreement, and all together constitute one agreement.

Without limitation, the parties agree that their communication of an offer or acceptance of this agreement, including exchanging counterparts, may be by any electronic method that evidences that party’s execution of this agreement.

Each party must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this agreement.

A party’s rights and obligations do not merge on completion of any transaction under this agreement.

To the extent a provision of this agreement is or becomes illegal, void or unenforceable, that provision (or the relevant part) will be severed, and the remainder of this agreement has full force and effect.

The Buyer:

Without limiting any other provision of this agreement, the parties agree that:

Without limiting any other provision of this agreement, the parties agree that:

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 23.

Schedule 1 Seller and Shares

Schedule 2 Details of the Company

Schedule 3 Details of the Subsidiaries

Schedule 4 Warranties

The Seller is a company properly incorporated and validly existing under the laws of the State of Delaware, United States, and has full legal capacity and power, and has taken all corporate actions necessary to enable it, to execute and deliver this agreement and perform its obligations under this agreement.

Each Transaction Document constitutes (or will when executed constitute) valid, legal and binding obligations of the Seller and is enforceable against the Seller in accordance with their respective terms.

No Insolvency Event has occurred in relation to the Seller.

Schedule 5 Buyer Warranties

The Buyer is a company properly incorporated and validly existing under the laws of Australia, and has taken all corporate actions necessary to enable it to execute and deliver this agreement and perform its obligations under this agreement.

Each Transaction Document constitutes (or will when executed constitute) valid legal and binding obligations of the Buyer and is enforceable against the Buyer in accordance with their respective terms.

No Insolvency Event has occurred in relation to the Buyer.

Schedule 6 Pre-Completion sequencing

Signed as an agreement.