ACQUISITION PURCHASE PRICE
a) Ordinary Shares in EXLto the valueof $400,000 (Consideration Shares), calculated at 30-day VWAP on 10 September, subject to shareholder approval and under a 12-month escrow period
b) The remainder of the Purchase Price to be paid incash according tothe agreed Deferred Payment Schedule
DEFERRED PAYMENT SCHEDULE
a) $600,000 in upfront cash at the closing of the proposed Transaction (Completion)
b) $450,000 in cash on the 1st annual anniversary of Completion
c) $600,000 in cash on the 2nd annual anniversary of Completion
d) The remainder of the Purchase Price to be paid in cash on the Final Settlement date
FUNDING
a) A single-tranche placement of $1.1 millionand Share PurchasePlan (SPP) to raise up to $0.5 million
b) Canaccord Genuity is acting as Lead Manager to the Equity Raising, see Pg. 25 for details
c) Deferred consideration is anticipated to be funded from operational cashflow
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