MLG OZ LIMITED — Share Issue/Capital Change 2021

May 31, 2021

Date: 28 May 2021

Between:

Murray Ian Leahy

29 Matthews Way, Somerville WA 6430 (Vendor)

MLG Oz Limited ACN 102 642 366

10 Yindi Way, Broadwood, WA 6430 (MLG or the Company)

MLG SaleCo Limited ACN 648 150 001

10 Yindi Way, Broadwood, WA 6430 (SaleCo)

MLG EST Pty Ltd ACN 636 667 984

10 Yindi Way, Broadwood, WA 6430 (EST Trustee)

Letter deed to document the transfer of 2,000,000 Management Reward Shares to the employee share trust to facilitate the management reward proposal

1. PURPOSE OF THIS LETTER DEED AND BACKGROUND

The purpose of this document is to record the terms on which:

• (a) the Vendor agrees to sell 2,000,000 fully-paid, ordinary shares in MLG (Management Reward Shares) to SaleCo;

• (b) SaleCo agrees to purchase the Management Reward Shares from the Vendor, and on-sell those Management Reward Shares to the EST Trustee; and

• ( c) the EST Trustee agrees to purchase the Management Reward Shares from SaleCo and to hold them on trust for the beneficiaries of the employee share trust (EST) established by MLG Oz Limited (MLG) for the purposes of delivering those securities to certain members of MLG's management team, as described in Section 6. 9 of the prospectus issued by MLG and SaleCo on 1 April 2021 (Prospectus).

2. SALE AND PURCHASE AGREEMENT (VENDOR SALE)

• (a) The Vendor agrees to sell the Management Reward Shares to SaleCo for $1.00 per Management Reward Share (Sale Price).

• (b) SaleCo agrees to pay the Sale Price for each Management Reward Share (in aggregate, being $2 million and the Aggregate Sale Price) to the Vendor in immediately available funds by bank transfer to the following account as soon as practicable following receipt of the Aggregate Sale Price from the EST Trustee in accordance with clause 3(a)(ii) (Vendor Sale Completion).

Mr Murray Ian Leahy

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• ( c) On the date of this document or on the business day following the date of this document:

  • (i) the Vendor must deliver to SaleCo a share transfer form, in a form approved by the Vendor and SaleCo, duly completed and executed by the Vendor;

  • (ii) SaleCo must execute the share transfer form referred to in paragraph (i) and deliver the executed share transfer form to the Company for registration; and

  • (iii) the Company must register the share transfer form and procure that the name of SaleCo is entered into the register of members of MLG as the holder of the

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Dennis Wilkins

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Dennis Wilkins