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22 June 2018

Unlockd Limited (Administrators Appointed) ACN 169 872 502 (Unlockd Limited)

Unlockd IP Pty Ltd (Administrators Appointed) ACN 602 741 355 (Unlockd IP)

Unlockd AU Pty Ltd (Administrators Appointed) ACN 602 741 284 (Unlockd AU)

Unlockd Operations Pty Ltd (Administrators Appointed) ACN 608 719 375 (Unlockd Operations)

(together “Unlockd” or the “Group”)

Circular to all known creditors

Keith Crawford and I were appointed Administrators (Administrators) of Unlockd on 12 June 2018. On 20 June 2018

the Administrators made an urgent application to Court for approval for Unlockd Limited to loan money to Unlockd

Operations and to extend the convening period for the second meeting of creditors to 10 October 2018. A copy of

the originating process for this application is enclosed (Annexure A). The Court heard the application on 21 June

2018. On 22 June 2018 the Court made orders extending the convening period and permitting Unlockd Limited to

loan up to $500,000 to Unlockd Operations subject to certain conditions. A copy of the Court orders is also

enclosed (Annexure B).

Application to extend the Convening Period and the Court’s Order

The application to extend the convening period was made to allow time for the sale / recapitalisation campaign to

be completed and sufficient time for interested party/parties to submit a satisfactory Deed of Company

Arrangement proposal or other proposal for the sale or recapitalisation of Unlockd or its assets. The Court granted

this order and the period within which the Administrators must convene the second meeting of creditors of each of

the Companies has been extended by the Court to 10 October 2018 (Order 1 of Annexure B) which means the

meeting must be held not later than 17 October 2018, unless further extended by the Court.

Application to enable Unlockd Limited to loan money to Unlockd Operations.

The application to enable Unlockd Limited to loan money to Unlockd Operations was sought to permit the

Administrators to cause Unlockd Limited to make loans to Unlockd Operations to allow it to fund expenditure and

limit the Administrators’ personal liability for those loans to the extent that the assets of Unlockd Operations are

insufficient to repay them.

Unlockd Operations cash position

At the time the Administrators were appointed Unlockd Operations, had cash at bank of $86,690.76. In order to

fund the operation of Unlockd Operations for the period from the Administrators’ appointment to 6 July 2018 (in

part to preserve the value of the business and assets of Unlockd IP, Unlockd AU and Unlockd Limited) the

Administrators estimate that an additional amount of approximately $500,000 is required to meet necessary

expenditure to be incurred (on account of matters including staffing costs, rent, web hosting, IT subscriptions,

insurance, legal costs, other general operating costs, and administrators’ remuneration).

Best interests of all creditors of Unlockd

The Unlockd Operations expenses are being incurred for the benefit of all Unlockd entities due to the integrated

nature of the Australian business. The Administrators are of the view that loaning these funds between entities is in

the best interest of Unlockd creditors because it is likely to maximise and preserve the value of Unlockd’s assets.

The Court’s orders

The Court has made the following orders in respect of the loan as set out in Appendix B:

Order 3) The Administrators are justified and acting reasonably in procuring Unlockd Limited to

loan monies to Unlockd Operations for the purpose of payment by Unlockd Operations of

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any amounts in respect of which the Administrators would be entitled to be indemnified

out of the property of Unlockd Operation (Intercompany Administration Loan) (Order 3

of Annexure B).

Order 4) If the property of Unlockd Operations is insufficient to satisfy the debts incurred by the

Administrators in respect of any Intercompany Administration Loans, the Administrators

will not be personally liable, in their capacity as administrators of Unlockd Operations, to

repay such debts to the extent of that insufficiency.

Order 5) The funds to be loaned pursuant to order 3 above are not to exceed the sum of $500,000.

Order 6) The Administrators must not make any payments or transfer any funds the subject of the

Intercompany Administration Loans before 4 pm on Monday 25 June 2018.

Objections to the intercompany loans

The purpose of orders 6, 7(a) and 8 in Annexure B is to provide a measure of protection for creditors who might

wish to challenge those orders, by capping the quantum of the loan at $500,000 in the first instance, and preventing

the loans from being made until 4 pm on 25 June 2018, so as to afford any such creditor with the opportunity to

move the Court to vary or vacate these orders before then.

If you have any objection to, or questions in relation to, the proposed Intercompany Administration Loan you

should raise these with the Administrators in the first instance. If we are unable to resolve any objection that may be

raised, any creditor or person who can demonstrate sufficient interest to apply to the Court for an order discharging

or varying the orders in Annexure B can apply to Court before 4pm on Monday 25 June.

If you have no objection to the Intercompany Administration Loan no action needs to be taken in respect of this

letter.

If you have any queries regarding the above, please contact Emily Seeckts on (03) 9038 3100.

Yours Faithfully

Robert Smith

Administrator

Enclosures:

A. Originating process for this application

B. The Court order

Version: 4

Published: 28 AUG 2014

Form 2A

Rules 2.2 and 15A.3

IN THE SUPREME COURT OF VICTORIA AT MELBOURNE

COMMERCIAL COURT

REDCREST CORPORATIONS LIST

IN THE MATTER OF UNLOCKD LIMITED (ADMINISTRATORS APPOINTED) AND

OTHERS

ACN: 169 872 502

KEITH ALEXANDER CRAWFORD AND ROBERT BRUCE SMITH IN THEIR

CAPACITY AS JOINT AND SEVERAL ADMINISTRATORS OF UNLOCKD LIMITED

(ADMINISTRATORS APPOINTED) ACN 169 872 502, UNLOCKD IP PTY LTD

(ADMINISTRATORS APPOINTED) ACN 602 741 355, UNLOCKD AU PTY LTD

(ADMINISTRATORS APPOINTED) ACN 602 741 284 AND UNLOCKD OPERATIONS

PTY LTD (ADMINISTRATORS APPOINTED) ACN 608 719 375 (and others according to

schedule 1)

Plaintiffs

ORIGINATING PROCESS–REDCREST (CORPORATIONS)

Date of document: 20/06/2018

Filed on behalf of: The Plaintiffs

Prepared by:

Herbert Smith Freehills

Lawyers

101 Collins Street Melbourne VIC 3000

Solicitor's Code: 420

DX: 240 Melbourne

Tel: (03) 9288 1234

Fax: (03) 9288 1567

Ref: 82667707

Case Manager: Siba Diqer

Case Manager Email: Siba.Diqer@hsf.com;

Mark.Clifton@hsf.com;

Rowena.White@hsf.com

A. DETAILS OF APPLICATION

This application is made under sections 439A and 447A of the Corporations Act 2001 (Cth)

(Corporations Act) and division 90-20 of the Insolvency Practice Schedule to the Corporations Act

(the IPS).

This is an application for the Court to extend the period for the convening of the second meeting of

creditors of companies in administration, being the Second to Fifth Plaintiffs (together,

Companies) and for orders in relation to the funding of certain debts of the Fifth Plaintiff.

On the facts stated in the supporting affidavit, the Plaintiffs claim–

Case Number: S ECI 2018 00141Filed on: 20/06/2018 12:38 PM

ANNEXURE A: Originating process for this application

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Convening period

1. An order pursuant to section 439A(6) of the Corporations Act extending the period within

which the First Plaintiffs must convene the second meeting of creditors of each of the

Companies under section 439A of the Corporations Act to 10 October 2018.

2. An order pursuant to section 447A(1) of the Corporations Act that Part 5.3A of the Act

operate such that, notwithstanding section 439A(2) of the Act, the meeting of the creditors of

each of the Companies required by section 439A of the Corporations Act may be convened

at any time before the end of the convening period (as extended by Order 1) or within five

business days thereafter, provided that the First Plaintiffs give notice of any such meeting in

accordance with division 75-225 of the Insolvency Practice Rules (Corporations) 2016

(Cth).

Funding arrangements

3. An order pursuant to division 90-15 of the IPS that the First Plaintiffs are justified and acting

reasonably in procuring the Second Plaintiff to loan monies to the Fifth Plaintiff for the

purpose of payment by the Fifth Plaintiff of any amounts in respect of which the First

Plaintiffs would be entitled to be indemnified out of the property of the Fifth Plaintiff under

s 443D of the Corporations Act (Intercompany Administration Loans).

4. An order pursuant to section 447A(1) of the Corporations Act that Part 5.3A of the

Corporations Act is to operate as if section 443A(1) of the Corporations Act provides that, if

the property of the Fifth Plaintiff is insufficient to satisfy the debts incurred by the First

Plaintiffs in respect of any Intercompany Administration Loans, the First Plaintiffs will not

be personally liable, in their capacity as administrators of the Fifth Plaintiff, to repay such

debts to the extent of that insufficiency.

Other

5. An order that any person who can demonstrate sufficient interest may apply to the Court for

an order discharging or varying any of orders 1 to 4 above.

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6. An order that within 2 business days the First Plaintiffs cause notice of this Originating

Process and the orders made and reasons for the making of those orders to be given to the

creditors of the Companies by:

(a) placing copies of the said documents on the website maintained by the First Plaintiffs

at http://www.mcgrathnicol.com; and

(b) emailing the said documents to those creditors of the Companies who have provided

the First Plaintiffs with email addresses, or sending the said documents to those

creditors of the Companies by prepaid post.

7. An order that the costs of this application be costs and expenses in the administration of the

Second Plaintiff.

8. Such other orders as the Court considers appropriate.

Application Hearing Time Estimate:

0.5 days

Date: 20 June 2018

/s/ Herbert Smith Freehills

…………………………………………. Solicitors for the Plaintiffs

This application will be heard by on Thursday, 21 June 2018 at 10:30am in the Commercial Court

of the Supreme Court of Victoria at 210 William Street, Melbourne VIC 3000.

B. NOTICE TO DEFENDANT(S)

There is no defendant to this application.

This originating process has been filed electronically in the Court's Case Management System

known as RedCrest.

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If you or your legal practitioner do not appear before the Court at the time fixed by the Court, the

application may be dealt with, and an order made, in your absence. As soon after that time as the

business of the Court will allow, any of the following may happen–

(a) the application may be heard and final relief given;

(b) directions may be given for the future conduct of the proceeding;

(c) any interlocutory application may be heard.

Before appearing before the Court, you must file a notice of appearance in the prescribed form and

serve a copy of it on the Plaintiffs. The procedure for filing a notice of appearance is set out in

Schedule 2 below.

Note: Except with the leave of the Court, a defendant that is a corporation cannot appear at a

hearing otherwise than by a legal practitioner.

C. FILING

This originating process is filed by Herbert Smith Freehills for the Plaintiffs.

D. SERVICE

The Plaintiffs’ address for service is c/- Herbert Smith Freehills, Level 43, 101 Collins Street

Melbourne VIC 3000.

The name or firm and the business address within Victoria of the case manager legal practitioner for

the Plaintiffs is: Herbert Smith Freehills, Level 43, 101 Collins Street Melbourne VIC 3000.

Name of the case manager legal practitioner within the firm is: Siba Diqer

Individual email address of the case manager legal practitioner within the firm is:

Siba.Diqer@hsf.com; Mark.Clifton@hsf.com; Rowena.White@hsf.com.

Contact telephone number of the case manager legal practitioner is: (03) 9288 1234.

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It is intended to serve a copy of this originating process on the Australian Securities & Investments

Commission of Level 7, 120 Collins Street, Melbourne VIC 3000, pursuant to rule 2.8 of the

Supreme Court (Corporations) Rules 2013 (Vic).

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SCHEDULE 1

SCHEDULE OF PARTIES

Keith Alexander Crawford and Robert Bruce Smith in their capacity as joint and several

administrators of Unlockd Limited (Administrators Appointed) ACN 169 872 502, Unlockd IP Pty

Ltd (Administrators Appointed) ACN 602 741 355, Unlockd AU Pty Ltd (Administrators

Appointed) ACN 602 741 284 and Unlockd Operations Pty Ltd (Administrators Appointed) ACN

608 719 375

First Plaintiffs

Unlockd Limited (Administrators Appointed) ACN 169 872 502

Second Plaintiff

Unlockd IP Pty Ltd (Administrators Appointed) ACN 602 741 355)

Third Plaintiff

Unlockd AU Pty Ltd (Administrators Appointed) ACN 602 741 284

Fourth Plaintiff

Unlockd Operations Pty Ltd (Administrators Appointed) ACN 608 719 375

Fifth Plaintiff

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SCHEDULE 2

FILING AN APPEARANCE IN REDCREST

RedCrest

All documents to be filed in this proceeding must be filed in RedCrest unless the Court has

otherwise ordered in a particular case or unless documents cannot be filed in RedCrest because of

an impediment affecting RedCrest itself or affecting general access to RedCrest.

These Instructions

The Notice of Appearance is an important document. These instructions set out the basic steps for

filing a Notice of Appearance in RedCrest.

Self-represented persons – Filing a Notice of Appearance

A self-represented person who is served with an Originating Process–RedCrest and who wishes to

contest the claim must–

1. Complete the Notice of Appearance–RedCrest (Corporations) (Form 4A); and

2. Within the time stated in the Originating Process–RedCrest (Corporations), deliver the

Notice of Appearance to the Supreme Court Registry.

Assistance will be given by Registry staff to ensure that the Notice of Appearance is correctly

completed. Registry staff will then file the Notice of Appearance into the electronic file for the

proceeding. There will also be an instruction manual available at Registry for all users.

Persons Represented by a Solicitor – Filing a Notice of Appearance

A solicitor who is required to file a Notice of Appearance on behalf of a client must follow the steps

below. These are described in more detail in the online instruction manual available on the

RedCrest public homepage www.redcrest.com.au.

1. If you do not have a username and password for RedCrest, complete and submit the

application form available on the RedCrest public homepage at: www.redcrest.com.au

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("Username and Password Applications"), and await processing and email advice for the

assigned username and password. This will usually be provided within 24 hours (weekdays).

2. Assign your practitioner particulars to this case in accordance with the instruction manual.

3. Complete the Notice of Appearance–RedCrest (Corporations) (Form 4A) using the online

form available from the RedCrest public homepage.

4. File the Notice of Appearance in the case page file for the matter in the manner described in

the online instruction manual.

5. If, by virtue of an order of the Court you are not required to file the Notice of Appearance in

RedCrest or the Notice of Appearance cannot be filed in RedCrest because of an impediment

affecting RedCrest itself or affecting general access to RedCrest, then you must file a Notice

of Appearance–RedCrest (Corporations) (Form 4A) in paper form or such other form or

manner as the Prothonotary may allow at the Supreme Court Registry.

6. For further filings, follow the online instruction manual for the operation of RedCrest

available on the RedCrest public homepage www.redcrest.com.au.

Any Questions?

If you have any questions, please call the RedCrest Help Desk or contact the Supreme Court

Registry.

RedCrest Help Desk Contact Details: See RedCrest public homepage.

Supreme Court Registry Level 1, 436 Lonsdale St Melbourne, Tel: (03) 9603 9300, Hours. 9:30 am

to 4:00 pm each business day.

ANNEXURE B: The Court order