Exhibit
4.1


 


	 	

                                                                         

                                                                          

                                                                         

	 	 
		Level
    16, Waterfront Place
		1
    Eagle Street
		Brisbane
    QLD 4000 Australia
	 	 
		T
    +61 7 3338 7500 | F +61 7 3338 7599




 


Convertible
Securities Purchase Agreement


 


between


 


engage:BDR
Limited


ACN
621 160 585


(Company)


 


and


 


Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B


(Investor)


 


and


 


Engage
BDR LLC


(US
Subsidiary)


 


	

        

        
	

        

         



 




    	 



     


    


  


Table
of contents


 


	1	Definitions
    and interpretation	1
	 	1.1	Definitions	1
	 	1.2	Interpretation	18
	 	 	 	 
	2	Investments	18
	 	2.1	Convertible
    Securities	18
	 	2.2	Drawdown
    procedure	20
	 	2.3	Debt
    security	21
	 	2.4	No
    voting rights	21
	 	2.5	Certificates	21
	 	2.6	Exclusivity	21
	 	2.7	Rights
    upon issuance of other securities	21
	 	2.8	Reserved
    Shares	25
	 	2.9	Voluntary
    Adjustment by Company	25
	 	2.10	Bridge
    loan	26
	 	 	 	 
	3	Collateral
    Shares	26
	 	3.1	Issue
    of Collateral Shares	26
	 	3.2	Purchase
    of Collateral Shares	27
	 	 	 	 
	4	Options	27
	 	 	 
	5	Amortisation
    of the Convertible Securities	28
	 	5.1	Satisfaction
    of Convertible Securities	28
	 	5.2	Monthly
    Amortisation	28
	 	5.3	Investor
    Elections	31
	 	 	 	 
	6	Conversion
    upon election of Investor	32
	 	6.1	Conversion
    Notice	32
	 	6.2	Conversion
    Price	32
	 	6.3	Conversion
    Shares	32
	 	6.4	Amortisation	33
	 	 	 	 
	7	Redemption	33
	 	7.1	Right
    of Redemption	33
	 	7.2	Redemption
    Notice	34
	 	7.3	Redemption
    Payment	34
	 	7.4	Redemption
    Condition	34
	 	 	 	 
	8	Change
    of Control Redemption Right	34
	 	 	 
	9	Fundamental
    Transaction	35
	 	 	 
	10	Conditions
    of Closing, Amortisation and Conversion	36
	 	10.1	Delivery
    and Capacity	36
	 	10.2	Conditions	36
	 	10.3	Real
    time Market Capitalisation Ratio	40
	 	10.4	Absence
    of Notification of Conditions	40
	 	10.5	Waiver
    of compliance	40
	 	10.6	Consequence
    of failure to meet conditions	40
	 	10.7	Shareholder
    Approvals	41
	 	10.8	Currency
    of payments	41
	 	 	 	 
	11	Participation
    Right	41
	 	 	 
	12	Shareholding
    Limitation	43
	 	 	 
	13	Closing,
    Amortisation and Conversion	44
	 	13.1	Closing
    Date	44
	 	13.2	Actions
    on Closing, Amortisation and Conversion	44
	 	13.3	Actions
    after Closing, Amortisation or Conversion	46



 



    	Convertible Securities Purchase Agreement



    	ii



    


 


	14	Company
    Acknowledgement	47
	 	14.1	Dilution	47
	 	14.2	Buyer’s
    Trading Activity:	47
	 	 	 	 
	15	Representations
    and Warranties by the Company	48
	 	15.1	Representations
    and Warranties	48
	 	15.2	Investor’s
    reliance	54
	 	15.3	Construction
    of representation and warranties	54
	 	15.4	Disclosures
    and limitations	54
	 	15.5	Notice	54
	 	 	 	 
	16	Representations
    and Warranties of the Investor	54
	 	16.1	Representations
    and warranties	54
	 	16.2	Company’s
    reliance	55
	 	16.3	Construction
    of representation and warranties	56
	 	16.4	Notice	56
	 	 	 	 
	17	Additional
    covenants and agreements of the Company	56
	 	17.1	Company
    Restrictions	56
	 	17.2	Ranking
    of the Investor’s Shares	56
	 	17.3	Cash
    Covenants	56
	 	17.4	No
    Conflicting Actions	57
	 	17.5	Compliance
    with Laws	57
	 	17.6	Non-ASX
    Quotation	57
	 	17.7	ASX
    Listing	58
	 	17.8	Conduct
    of Business	58
	 	17.9	Financial
    Reports	58
	 	17.10	Miscellaneous
    Negative Covenants	58
	 	17.11	Use
    of Proceeds	60
	 	17.12	Register
    of Convertible Securities	60
	 	 	 	 
	18	Additional
    covenants and agreements of the Investor	60
	 	18.1	Takeover
    Limitation	60
	 	 	 	 
	19	Set-Off
    and Withholding	60
	 	19.1	Set-Off	60
	 	19.2	Set-Off
    Exclusion	60
	 	19.3	Withholding
    Gross-Up	60
	 	 	 	 
	20	Taxes	61
	 	 	 
	21	Default	62
	 	21.1	Events
    of Default	62
	 	21.2	Investor
    Right to Investigate an Event of Default	65
	 	21.3	Notifications	66
	 	 	 	 
	22	Rights
    of the Investor upon Default	66
	 	 	 
	23	Termination	68
	 	23.1	Term	68
	 	23.2	Events
    of Termination	68
	 	23.3	Effect
    of Termination	69
	 	 	 	 
	24	Survival
    and Indemnification	69
	 	24.1	Survival	69
	 	24.2	Indemnification	70
	 	 	 	 
	25	Miscellaneous	71
	 	25.1	Time
    of the essence	71
	 	25.2	No
    partnership or advisory or fiduciary relationship	71
	 	25.3	Certificates	71
	 	25.4	Remedies
    and injunctive relief	71


 




    	Convertible Securities Purchase Agreement



    	



    


 


	 	25.5	Adjustments	71
	 	25.6	Successors
    and assigns	72
	 	25.7	Stamp
    Duties	72
	 	25.8	Further
    Assurances	72
	 	25.9	Counterparts	72
	 	25.10	Notices	73
	 	25.11	Waiver	75
	 	25.12	Variation	75
	 	25.13	Legal
    Costs	75
	 	25.14	Transaction
    costs	75
	 	25.15	Buy-In	76
	 	25.16	Payments
    under this Agreement	76
	 	25.17	Publicity
    and confidentiality	76
	 	25.18	Non-public
    information	77
	 	25.19	Moratorium
    legislation	77
	 	25.20	Severability	78
	 	25.21	Illegality
    and impossibility	78
	 	25.22	Entire
    Understanding	78
	 	25.23	Governing
    Law and Jurisdiction	78


 


	Schedule
    1	79
	 	Disclosure
    Schedule	79
	Schedule
    2	80
	 	Convertible
    Security Certificate	80
	Schedule
    3	81
	 	Form
    of Board Resolution	81
	Schedule
    4	83
	 	Amortisation
    Election Notice	83
	Schedule
    5	84
	 	Form
    of CEO Certificate	84
	Schedule
    6	85
	 	Withdrawal
    Notice	85
	Schedule
    7	86
	Schedule
    8	87
	 	Option
    Deed	87
	Schedule
    9	88
	 	Funding
    Notice	88


 




    	Convertible Securities Purchase Agreement



    	 



    



 


	This
    agreement is made on	September
    ....., 2019


 


	between	engage:BDR
    Limited ACN 621 160 585 of Scottish House, Level 4, 90 William Street, Melbourne, Victoria, 3000, Australia (Company)
	 	 
	and	Alto
    Opportunity Master Fund SPC – Segregated Master Portfolio B of c/- Ayrton Capital LLC, 1180 Avenue of Americas,
    Suite 842, New York, NY 10036 (Investor)
	 	 
	and	Engage
    BDR LLC of 8439 Sunset Boulevard, Suite 302, West Hollywood, CA 90069 USA (US Subsidiary)


 


Recitals


 


	A	The
    Investor has agreed to invest up to an aggregate amount of up to US$29,360,000 in the Company and the Company has agreed to
    issue zero coupon convertible amortizing securities and options to subscribe for shares in the Company to the Investor in
    accordance with the terms and conditions of this Agreement.
	 	 
	B	At
    the request of the Investor and the Company, the US Subsidiary has agreed to enter this Agreement and provide covenants to
    the Investor as contemplated by this Agreement.


 


Now
it is agreed as follows:


 


	1	Definitions
    and interpretation
	 	 
	1.1	Definitions
	 	 
	 	In
    this Agreement:
	 	 
	 	30
    Trading Day Market Capitalisation means the sum of the Market Capitalisation for a Trading Day for each of the consecutive
    30 Trading Days prior to the Closing Date divided by 30;
	 	 
	 	Accelerated
    Amount has the meaning given to that phrase in clause 5.3(d);
	 	 
	 	Acceleration
    Notice means a notice issued by the Investor pursuant to clause 5.3(d);
	 	 
	 	Affiliate
    means with respect to any person (the First Person) any other person who, directly or indirectly, Controls, is
    under common Control with, or is Controlled by, the First Person;
	 	 
	 	Amortisation
    means the partial repayment of the Face Value of the Convertible Securities by the conversion of the Convertible Securities
    by the issue or capitalisation of Amortisation Shares or a Cash Payment (or a combination of each) in accordance with the
    terms of this Agreement;
	 	 
	 	Amortisation
    Date, for each Convertible Security on issue means:
	 	 
	 	(a)	the
    date being 60 calendar days immediately after the respective Closing Date (or if such date is not a Trading Day, then the
    first Trading Day immediately thereafter); and
	 	 	 
	 	(b)	the
    date being the last Trading Day of each subsequent calendar month, 
	 	 	 
	 	as
    the case may be;
	 	 	 
	 	Amortisation
    Election Notice means a notice in the form set out in Schedule 4 duly executed by the Company which complies with this
    Agreement;/
	 	 
	 	Amortisation
    Election Notice Date means the date on which the Company issues an Amortisation Election Notice in accordance with clause
    5.2(b);


 




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	 	Amortisation
    Instalment Amount means for each Convertible Security on issue at an Amortization Date, an amount equal to or as near
    as possible as equal to 1/12th of the Amount Outstanding together with any other amount payable under the terms
    of this agreement;
	 	 	 
	 	Amortisation
    Period means:
	 	 	 
	 	(a)	in
    respect of the first Amortisation Period, the period commencing on the First Closing and ending on the first Amortisation
    Date; and
	 	 	 
	 	(b)	in
    respect of each subsequent Amortisation Period, the period commencing on the date immediately following the last day of the
    preceding Amortisation Period and ending on the next Amortisation Date;
	 	 	 
	 	Amortisation
    Price means the lower of:
	 	 
	 	(a)	the
    price equal to the Amortisation VWAP;
	 	 	 
	 	(b)	the
    price equal to 85% of the VWAP on the Trading Day prior to the Amortization Date; or
	 	 	 
	 	(c)	the
    Conversion Price;
	 	 	 
	 	Amortisation
    Pre-delivery Date means the date being 2 Business Days after each Amortisation Election Notice Date;
	 	 	 
	 	Amortisation
    Pre-delivery Shares means at each Amortisation Pre-delivery Date, that number of Shares equal to the Amortisation Instalment
    Amount divided by the Amortisation Pre-delivery VWAP;
	 	 	 
	 	Amortisation
    Pre-delivery VWAP means 85% of the average of the 2 lowest daily VWAPs per Share (in Australian dollars, to three decimal
    places provided that if the resultant number contains four or more decimal places, such number shall be rounded down to the
    next lowest number containing three decimal places), during the twenty (20) consecutive Trading Days immediately prior to
    the relevant Amortisation Election Notice Date;
	 	 	 
	 	Amortisation
    Shares means:
	 	 
	 	(a)	the
    Amortisation Pre-delivery Shares; and
	 	 	 
	 	(b)	the
    Amortisation True-up Shares;
	 	 	 
	 	Amortisation
    True-up Shares means the number of Shares to be calculated and issued pursuant to clause 5.2(c)(ii) on each Amortisation
    Date;
	 	 
	 	Amortisation
    VWAP means 85% of the average of the 2 lowest daily VWAPs per Share (in Australian dollars, to three decimal places provided
    that if the resultant number contains four or more decimal places, such number shall be rounded down to the next lowest number
    containing three decimal places), during the twenty (20) consecutive Trading Days immediately prior to the relevant Amortisation
    Date;
	 	 	 
	 	Amount
    Outstanding means, in respect of the Convertible Securities that have been issued at the relevant time, the amount of
    the Face Value in respect of which Conversion Shares or Amortisation Shares have not been issued, or the amounts have not
    been repaid in accordance with this Agreement;
	 	 	 
	 	Appendix
    3B has the meaning given to that term in the Listing Rules;
	 	 
	 	Approved
    Agreements means:
	 	 	 
	 	(a)	the
    Convertible Securities Agreement between the Company and CST Investment Fund as amended on 30 January 2019, in respect of
    the unlisted “Series 3 Notes” details of which are contained in item 9 of the Company’s Appendix 3B dated
    30 August 2019 (save that the notes are unsecured); and


 




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	 	(b)	the
    Vendor Finance Facility between the Company, Viriathus Merchant LLC Series, Viriathus Vendor Financing LLC (VVF) and
    VVF1 Series, a series of VVF, which commenced in February 2019;
	 	 	 
	 	ASIC
    means the Australian Securities and Investments Commission;
	 	 	 
	 	ASX
    means ASX Limited and the market operated by it, the Australian Securities Exchange, as applicable;
	 	 	 
	 	ASX
    Settlement Operating Rules means the settlement rules of ASX Settlement Pty Ltd;
	 	 	 
	 	AU$
    means Australian dollars, the legal currency of the Commonwealth of Australia;
	 	 
	 	Australian
    Land Corporation has the meaning given to that term in the Foreign Acquisitions and Takeovers Act 1975 (Cth);
	 	 	 
	 	Authorisation
    means:
	 	 
	 	(a)	an
    approval, authorisation, consent, declaration, exemption, filing, licence, lodgement, notarisation, permit or waiver, however
    it is described including any condition attaching to it and any renewal or amendment of it; and
	 	 	 
	 	(b)	in
    relation to anything that could be prohibited or restricted by law if a Government Body acts in any way within a specified
    period, the expiry of that period without that action being taken;
	 	 	 
	 	Authorised
    Officer means, in relation to a corporation which is a Party:
	 	 	 
	 	(a)	an
    employee of the Party whose title contains either of the words Director or Manager;
	 	 	 
	 	(b)	a
    person performing the function of any of them;
	 	 	 
	 	(c)	a
    solicitor acting on behalf of the Party; or
	 	 	 
	 	(d)	a
    person appointed by the Party to act as an Authorised Officer for the purposes of this Agreement and notified to the others;
	 	 	 
	 	Bank
    Account means the Company’s bank account which details are as follows:


 


	 	 	Account
    name:	Engage
    BDR
	 	 	Bank:	Zions
    Bancorporation N.A. DBA California Bank & Trust 
	 	 	Branch:	525
    B Street, San Diego, CA 92101, United States of America
	 	 	ABA
    Routing number (domestic): 122232109
	 	 	Account
    number:	2150168461
	 	 	Swift
    Code:	ZFNBUS55;
	 	 	Reference:	AltoZCS
    (or 260314 if only digits permitted).


 


	 	Black
    Scholes Consideration Value means the value of the applicable New Option, Convertible Security or Adjustment Right (as
    the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from
    the ‘OV’ function on Bloomberg utilising:
	 	 	 
	 	(a)	an
    underlying price per share equal to the Closing Market Price of the Shares on the Trading Day immediately preceding the public
    announcement of the execution of definitive documents with respect to the issuance of such New Option, Convertible Security
    or Adjustment Right (as the case may be),
	 	 	 
	 	(b)	a
    risk-free interest rate corresponding to the Australian Government Bond Yields (as published on Bloomberg) for a period equal
    to the remaining term of such New Option, Convertible Security or Adjustment Right (as the case may be) as of the date of
    issuance of such New Option, Convertible Security or Adjustment Right (as the case may be);
	 	 	 
	 	(c)	a
    zero cost of borrow; and


 




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	 	(d)	 	an
    expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined
    utilising a 365 day annualisation factor) as of the Trading Day immediately following the date of issuance of such New Option,
    Convertible Security or Adjustment Right (as the case may be);
	 	 	 	 
	 	Business
    Day means a day, other than a Saturday, Sunday or public holiday, on which banks in Melbourne, Victoria, Australia are
    open for the general transaction of business;
	 	 
	 	Capitalised
    means the capitalisation of Collateral Shares pursuant to a Collateral Capitalisation;
	 	 	 	 
	 	Cash
    Payment has the meaning given to that phrase in clause 5.2(b);
	 	 	 	 
	 	Cash
    Reserve Period has the meaning given to that phrase in clause 17.3(a);
	 	 
	 	Cash Reserve Requirement has the meaning given to that phrase in clause 17.3(a);

                                                                                 

                                                                                CEO Certificate has the meaning given to that term in clause 10.2(e)(viii)(C);

                                                                                 

                                                                                Change of Control means any Fundamental Transaction other than:

	 	 
	 	(a)	any
    reorganisation or recapitalisation of the Shares in which holders of the Company’s voting power immediately prior to
    such reorganisation or recapitalisation continue after such reorganisation or recapitalisation to hold publicly traded securities
    and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members
    of the board of directors (or their equivalent if other than a corporation) of such entity or entities; or
	 	 	 	 
	 	(b)	resulting
    from an issuance of Securities by the Company pursuant to the Transaction Documents; or
	 	 	 	 
	 	(c)	resulting
    from one or more bona fide transactions the primary purpose of which is to raise capital, provided that no Subject Entity
    party to such bona fide transaction acquires either:
	 	 	 	 
	 		(i)	50%
    or more of the outstanding Shares; or
	 	 	 	 
	 		(ii)	a
    relevant interest (as defined in Chapter 6 of the Corporation Act) in 50% or more of the Shares;
	 	 	 	 
	 	CHESS
    has the meaning given to that term in the ASX Settlement Operating Rules;
	 	 	 	 
	 	Cleansing
    Statement means a written notice by the Company to ASX pursuant to:
	 	 
	 	(a)	with
    regard to each Convertible Security, section 708A of the Corporations Act, as amended by ASIC Legislative Instrument 2016/82
    (Sale Offers: Securities Issued on Conversion of Convertible Notes), meeting the requirements of Section 708A(12C) and Section
    708A(12D) of the Corporations Act; and
	 	 	 	 
	 	(b)	with
    regard to all Covered Securities other than the Convertible Securities, section 708A(5) of the Corporations Act meeting the
    requirements of section 708A(6) of the Corporations Act,
	 	 	 	 
	 	and
    in each case, in a form, and containing the information, that is sufficient to permit secondary trading on the ASX of the
    Shares to which it relates;
	 	 	 	 
	 	Cleansing
    Statement Date has the meaning given to that term in clause 15.1(r);
	 	 	 	 
	 	Closing
    means:
	 	 
	 	(a)	the
    Investor undertaking its obligations pursuant to clause 13.2 in respect of the obligation of the Investor to advance funds
    in respect of each Convertible Security as required pursuant to clause 2.1, including payment of the relevant Investment Amount;
    and


 




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	 	(b)	the
    Company undertaking its obligations pursuant to clauses 13.2 to issue each Convertible Security and Options;
	 	 	 
	 	Closing
    Date means, subject to clauses 13.1 and 22(a)(iii):
	 	 	 	 
	 	(a)	in
    respect of Convertible Security A (being the First Closing) and the issue of Collateral Shares pursuant to clause 3.1, not
    later than 5 Business Days after the Execution Date;
	 	 	 	 
	 	(b)	in
    respect of each of:
	 	 	 	 
	 	 	(i)	Convertible
    Security B;
	 	 	 	 
	 	 	(ii)	Convertible
    Security C;
	 	 	 	 
	 	 	(iii)	Convertible
    Security D;
	 	 	 	 
	 	 	(iv)	Convertible
    Security E;
	 	 	 	 
	 	 	(v)	Convertible
    Security F;
	 	 	 	 
	 	 	(vi)	Convertible
    Security G; and
	 	 	 	 
	 	 	(vii)	Convertible
    Security H,
	 	 	 	 
	 	 	the
    Closing Date specified in a Funding Notice, subject to clause 2.1(c);
	 	 	 	 
	 	(c)	in
    respect of the issue of Amortisation Pre-delivery Shares, the date of issue of the respective Amortisation Pre-delivery Shares;
	 	 	 	 
	 	(d)	in
    respect of each issue of Amortisation True-up Shares, the respective Amortisation Date;
	 	 	 	 
	 	(e)	in
    respect of the issue of Collateral Shares (other than pursuant to clause 3.1(a)), the respective Subsequent Collateral Share
    Date;
	 	 	 	 
	 	(f)	in
    respect of a Conversion, the respective Conversion Date; and
	 	 	 
	 	(g)	in
    respect of the issue of any Shares upon exercise of an Option, the date of issue of such Share;
	 	 	 	 
	 	Closing
    Market Price has the meaning given to that term in the Listing Rules;
	 	 
	 	Collateral
    Base Amount means the greater of:
	 	 	 	 
	 	(a)	2.5%
    of the Shares on issue on the date of determination; and
	 	 	 	 
	 	(b)	the
    quotient of:
	 	 	 
	 	 	(i)	the
    product of the Amortisation Amount and 1; and
	 	 	 	 
	 	 	(ii)	the
    Collateral Share VWAP on the date of determination,
	 	 	 	 
	 	(provided
    such number is below the Market Capitalisation Amount), and up to but not exceeding the then outstanding Convertible Securities
    (plus in the case of a Closing for the issue of Convertible Securities after the First Closing the number of Convertible Securities
    to be issued at that Closing) divided by the then applicable Collateral Share VWAP;
	 	 	 	 
	 	Collateral
    Capitalisation has the meaning set out in clause 5.1(a)(iii);
	 	 
	 	Collateral
    Election means an election by the Investor under clause 5.2(e) or 6.3(d);
	 	 	 	 
	 	Collateral
    Shareholding Number means the greater of:
	 	 	 	 
	 	(a)	4.9%
    of the Shares on issue on the date of determination; and


 




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	 	(b)	the
    quotient of:
	 	 	 
	 	 	(i)	the
    product of the Amortisation Amount and 2; and
	 	 	 	 
	 	 	(ii)	the
    Collateral Share VWAP on such date of determination, provided such number is below the Market Capitalisation Amount,
	 	 	 	 
	 	up
    to but not exceeding the then outstanding Convertible Securities (plus in the case of a Closing for the issue of Convertible
    Securities after the First Closing the number of Convertible Securities to be issued at that Closing) divided by the then
    applicable Collateral Share VWAP;
	 	 	 	 
	 	Collateral
    Share VWAP means 85% of the average of the 2 lowest daily VWAPs per Share (in Australian dollars, to three decimal places
    provided that if the resultant number contains four or more decimal places, such number shall be rounded down to the next
    lowest number containing three decimal places), during the twenty (20) consecutive Trading Days immediately prior to the relevant
    date of calculation of the Collateral Shareholding Number, the Collateral Base Amount or the relevant date of issue of the
    Collateral Shares or the placement capacity pursuant to Clause 10(e)(xvi) (as the case may be);
	 	 	 	 
	 	Collateral
    Shares means those Shares issued to the Investor or its nominee in accordance with clause 3.1;
	 	 	 	 
	 	Conditions
    means the conditions set out in clause 10.2;
	 	 
	 	Contemplated
    Transactions means the transactions contemplated in this Agreement;
	 	 	 	 
	 	Control
    has the meaning given to that term in section 50AA of the Corporations Act and references to Controlled shall have a corresponding
    meaning;
	 	 	 	 
	 	Controller
    has the meaning given in section 9 of the Corporations Act;
	 	 
	 	Conversion
    has the meaning set out in clause 6.1(a);
	 	 	 	 
	 	Conversion
    Notice means a written notice given by the Investor to the Company pursuant to clause 6.1;
	 	 
	 	Conversion
    Price means:
	 	 	 	 
	 	(a)	at
    all times from the Execution Date until an Event of Default occurs, AUD 0.35; and
	 	 	 
	 	(b)	on
    and from the date that an Event of Default first occurs until the end of the Term, 
	 	 	 
	 	the
    lower of:
	 	 	 
	 	(c)	AUD
    0.35; and
	 	 	 
	 	(d)	an
    amount equal to 80% of the average of the two lowest daily VWAPs per Share (in Australian dollars, to three decimal places
    provided that if the resultant number contains four or more decimal places, such number shall be rounded down to the next
    lowest number containing three decimal places), during the twenty (20) consecutive Trading Days immediately prior to the date
    of Conversion;
	 	 	 	 
	 	Conversion
    Shares has the meaning given to that term in clause 6.1(a);
	 	 	 	 
	 	Convertible
    Security means Convertible Security A, Convertible Security B, Convertible Security C, Convertible Security D, Convertible
    Security E, Convertible Security F, Convertible Security G, Convertible Security H and any of them and Convertible Securities
    means all of them;
	 	 	 	 
	 	Convertible
    Security A has the meaning given to that term in clause 2.1(a)(i);
	 	 	 	 
	 	Convertible
    Security B has the meaning given to that term in clause 2.1(a)(ii);
	 	 	 	 
	 	Convertible
    Security C has the meaning given to that term in clause 2.1(a)(iii);




 






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	 	Convertible
    Security D has the meaning given to that term in clause 2.1(a)(iv); 
	 	 
	 	Convertible
    Security E has the meaning given to that term in clause 2.1(a)(v);
	 	 
	 	Convertible
    Security F has the meaning given to that term in clause 2.1(a)(vi);
	 	 
	 	Convertible
    Security G has the meaning given to that term in clause 2.1(a)(vii);
	 	 
	 	Convertible
    Security H has the meaning given to that term in clause 2.1(a)(viii);
	 	 
	 	Convertible
    Security Certificate means a certificate substantially in the form set out in Schedule 2 or otherwise approved by the
    Company which will be issued and re-issued by the Company on issue of the Convertible Security and reissued from time to time,
    setting out the following details as at the date of issue:
	 	 	 
	 	(a)	the
    amount of the Face Value and any unpaid component of the Face Value; and
	 	 	 
	 	(b)	if
    it is able to be determined, the number of Shares issued as a result of any conversions in part of the Convertible Security;
	 	 	 
	 	Corporations
    Act means the Corporations Act 2001 (Cth);
	 	 
	 	Covered
    Securities means all Securities that may be issued pursuant to the Contemplated Transactions (including without limitation
    the Convertible Security A, Convertible Security B, Convertible Security C, Convertible Security D, Convertible Security E,
    Convertible Security F, Convertible Security G, Convertible Security H, the Conversion Shares, the Amortisation Shares, the
    Amortisation Pre-delivery Shares, the Amortisation True-Up Shares, the Collateral Shares, the Options and Shares upon exercise
    of the Options);
	 	 	 
	 	Cum
    Value is defined in the definition of VWAP;
	 	 
	 	Deferral
    Amortisation has the meaning given to that phrase in clause 5.3(b)(ii);
	 	 	 
	 	Deferral
    Notice means a notice issued pursuant to clause 5.3(a);
	 	 	 
	 	Deferred
    Amount has the meaning given to that phrase in clause 5.3(a);
	 	 	 
	 	Disclosure
    Document means a disclosure document issued by the Company pursuant to and in compliance with Chapter 6D of the Corporations
    Act pursuant to which the Company may issue Covered Securities;
	 	 	 
	 	Disclosure
    Schedule has the meaning given to that term in clause 15.4(b);
	 	 	 
	 	Elected
    Conversion Amount has the meaning given to that phrase in clause 6.1(b);
	 	 
	 	Electronically
    Deliver means receipt by the Investor or its nominee by electronic registration to the Investor’s CHESS Account
    (or such other electronic system which provides for the recording, delivery and transfer of title by way of electronic entries,
    as may be required by the Investor by notice to the Company) of duly and validly issued Investor’s Shares, in accordance
    with the ASX Settlement Operating Rules and procedures of CHESS, and receipt of confirmation by the Investor that this has
    occurred;
	 	 	 
	 	Encumbrance
    means any:
	 	 
	 	(a)	Security
    Interest or other form of security for the payment of money or performance of obligations, including a mortgage, charge, lien,
    pledge, trust, power or title retention arrangement;
	 	 	 
	 	(b)	right,
    interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including
    any right of set-off;
	 	 	 
	 	(c)	right
    that a person (other than the owner) has to remove something from land (including a profit à prendre), easement, public
    right of way, restrictive or positive covenant, lease or licence to use or occupy; or


 




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	 	(d)	third
    party right or interest or any right arising as a consequence of the enforcement of a judgment,
	 	 	 
	 	including
    an agreement to create any of them or allow any of them to exist.
	 	 	 	 	 
	 	Equity
    Conditions means each of the following conditions:
	 	 
	 	(a)	on
    each day during the applicable Equity Conditions Measuring Period, all Shares issuable pursuant to this Agreement or any Transaction
    Document (without regard to any restriction or limitation on conversion set out in this Agreement), including, without limitation,
    any Amortisation Shares, Conversion Shares or Collateral Shares, shall be eligible for sale or resale without restriction
    or limitation pursuant to an effective Disclosure Document or Cleansing Statement (where the Disclosure Document or Cleansing
    Statement has been or is to be issued in accordance with this Agreement);
	 	 	 	 	 
	 	(b)	on
    each day during the applicable Equity Conditions Measuring Period:
	 	 	 	 	 
	 	 	(i)	the
    Shares shall be quoted on ASX and shall not have been suspended from trading on ASX for more than 5 Trading Days in any 12
    month period;
	 	 	 	 	 
	 	 	(ii)	no
    delisting or suspension by ASX shall have been threatened, commenced or pending either:
	 	 	 	 	 
	 	 	 	(A)	in
    writing by ASX; or
	 	 	 	 	 
	 	 	 	(B)	by
    falling below the then effective minimum listing maintenance requirements of ASX;
	 	 	 	 	 
	 	(c)	during
    the applicable Equity Conditions Measuring Period, the Company shall have delivered all Investor’s Shares pursuant to
    this Agreement on a timely basis pursuant to this Agreement and shall not have indicated, orally or in writing, that it will
    be unable to deliver such Investor’s Shares pursuant to this Agreement;
	 	 	 	 	 
	 	(d)	the
    Investor’s Shares may be issued in full (subject to the issue of a Disclosure Document or Cleansing Notice or obtaining
    a Shareholder Approval provided for in this Agreement) without violating:
	 	 	 	 	 
	 	 	(i)	this
    Agreement; and
	 	 	 	 
	 	 	(ii)	the
    Corporations Act; and
	 	 	 	 	 
	 	 	(iii)	the
    Listing Rules;
	 	 	 	 
	 	(e)	during
    the applicable Equity Conditions Measuring Period, the Company shall not have failed to timely make any payments within 2
    Business Days of when such payment is due pursuant to any Transaction Document nor shall it have communicated either orally
    or in written its intent to fail to make timely payments when such payment is due pursuant to any Transaction Document;
	 	 	 	 	 
	 	(f)	during
    the applicable Equity Conditions Measuring Period, there shall not have occurred either:
	 	 	 
	 	 	(i)	the
    public announcement of a pending, proposed or intended Fundamental Transaction which has not been abandoned, terminated or
    consummated; or
	 	 	 	 	 
	 	 	(ii)	an
    Event of Default;
	 	 	 	 
	 	(g)	the
    Company shall have no knowledge of any fact that would cause all Investor’s Shares issued and issuable pursuant to this
    Agreement or any Transaction Document, including, without limitation, the Amortisation Shares, Conversion Shares, Collateral
    Shares or Shares upon exercise of the Options not to be eligible for sale without restriction or limitation and without the
    need for the issue of a Disclosure Document (other than a Disclosure Document provided for in this Agreement);


 




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	 	(h)	the
    Investor shall not be in possession of any material, non-public information regarding the Company or any of its Subsidiaries
    received from the Company, any Subsidiary or any of their respective agents, employees or Affiliates acting, directly or indirectly,
    at the direction of the Company on each day during the applicable Amortisation Period;
	 	 	 
	 	(i)	the
    Investor’s Shares then issued are duly issued and quoted and eligible for trading without restriction on ASX;
	 	 	 
	 	(j)	the
    daily dollar trading volume of the Shares as reported by Bloomberg shall be at least AU$350,000 (or such other amount as may
    be agreed by the parties in writing) on each Trading Day during the Equity Conditions Measuring Period;
	 	 	 
	 	(k)	during
    the applicable Equity Conditions Measuring Period, the Shares shall not have been in a trading halt on ASX without the prior
    written consent of the Investor;
	 	 	 
	 	(l)	the
    VWAP exceeds AU$0.03 (as adjusted for any Security Structure Event occurring Execution Date) on each Trading Day during the
    Equity Conditions Measuring Period;
	 	 	 
	 	(m)	any
    custodian, prime broker or other nominee who custodies assets in or otherwise subscribes for or holds assets (whether directly
    or indirectly) on behalf of the Investor is able to accept custody and transact Collateral Shares, Conversion Shares or Shares
    issued upon exercise of Options on behalf of the Investor in accordance with the policies or other investing procedures and
    protocols of such custodian, prime broker, nominee or investor, without any restriction or limitation (whether self-imposed
    or otherwise); or
	 	 	 
	 	(n)	no
    bona fide dispute shall exist, by and between the Investor, the Company, ASX (or any other applicable stock exchange on which
    the Securities are trading) and/or ASIC with respect to any term or provision of any Covered Securities or any Transaction
    Document;
	 	 	 
	 	Equity
    Condition Failure means that on the applicable date of determination, each of the Equity Conditions have not been satisfied
    (or waived in writing by the Investor);
	 	 	 
	 	Equity
    Conditions Measuring Period means each day during the period beginning 21 Trading Days prior to the applicable date of
    determination and ending on and including the applicable date of determination;
	 	 	 
	 	Equity
    Securities has the meaning given to that term in the Listing Rules; 
	 	 
	 	Event
    of Default means an event of default as set out in clause 21.1;
	 	 
	 	Exchange
    Act means the United States Exchange Act of 1934, as amended;
	 	 
	 	Execution
    Date means the date of mutual execution of this Agreement;
	 	 
	 	External
    Administrator means an administrator, Controller, trustee, provisional liquidator, liquidator or any other person holding
    or appointed to an analogous office or acting or purporting to act in an analogous capacity;
	 	 	 
	 	Existing
    Options means:
	 	 
	 	(a)	33,999,993
    listed options with an A$0.25 exercise price and 14 December 2020 expiry date (ASX: EN1O); and
	 	 	 
	 	(b)	8,676,093
    unlisted options with an A$0.52 exercise price and 26 January 2022 expiry date;
	 	 	 
	 	Face
    Value means the value of a Convertible Security and:
	 	 	 
	 	(a)	in
    respect of Convertible Security A, is US$2,060,000 or such other amount as agreed by the Company and the Investor in writing;
    and


 




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	 	(b)	in
    respect of Convertible Security B, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 
	 	(c)	in
    respect of Convertible Security C, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 	 	 
	 	(d)	in
    respect of Convertible Security D, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 
	 	(e)	in
    respect of Convertible Security E, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 	 	 
	 	(f)	in
    respect of Convertible Security F, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 
	 	(g)	in
    respect of Convertible Security G, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c)); and
	 	 	 	 	 
	 	(h)	in
    respect of Convertible Security H, is US$4,120,000 or such other amount as agreed by the Company and the Investor in writing
    (adjusted pursuant to clause 2.1(c));
	 	 	 	 	 
	 	First
    Closing means the Closing in respect of the Convertible Security A;
	 	 	 	 	 
	 	Fundamental
    Transaction means, without the prior written consent of the Investor:
	 	 
	 	(a)	that
    the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
    transactions:
	 	 	 	 	 
	 	 	(i)	consolidate
    or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity; or
	 	 	 	 	 
	 	 	(ii)	sell,
    assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any
    of its Subsidiaries to one or more Subject Entities; or
	 	 	 	 	 
	 	 	(iii)	make,
    or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Shares be subject to or party
    to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either:
	 	 	 	 	 
	 	 	 	(A)	50%
    of the then current issued Shares;
	 	 	 	 	 
	 	 	 	(B)	50%
    of the then current issued Shares (excluding any Shares held by all Subject Entities making or party to, or Affiliated with
    any Subject Entities making or party to, such purchase, tender or exchange offer); or
	 	 	 	 	 
	 	 	 	(C)	such
    number of Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
    to, such purchase, tender or exchange offer, acquire a relevant interest (as determined pursuant to Chapter 6 of the Corporations
    Act) of at least 50% of the then current issued Shares; or
	 	 	 	 	 
	 	 	(iv)	consummate
    a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
    spin-off or scheme of arrangement) with one or more Subject Entities whereby such Subject Entities, individually or in the
    aggregate, acquire, either:
	 	 	 	 	 
	 	 	 	(A)	50%
    of the then current issued Shares;
	 	 	 	 	 
	 	 	 	(B)	50%
    of the then current issued Shares (excluding any Shares held by all Subject Entities making or party to, or Affiliated with
    any Subject Entities making or party to, such purchase, tender or exchange offer); or


 




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	 	 	 	(C)	such
    number of Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
    to, such purchase, tender or exchange offer, acquire a relevant interest (as determined pursuant to Chapter 6 of the Corporations
    Act) of at least 50% of the then current issued Shares; or
	 	 	 	 	 
	 	 	(v)	reorganize
    (other than by way of consolidation, subdivision, reduction or return), recapitalize or reclassify its Shares,
	 	 	 	 
	 	(b)	that
    the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
    transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to acquire a relevant interest
    (as determined pursuant to Chapter 6 of the Corporations Act), directly or indirectly, whether through acquisition, purchase,
    assignment, conveyance, tender, tender offer, exchange, reduction in capital, merger, consolidation, business combination,
    reorganisation, recapitalisation, spin-off, scheme of arrangement, or otherwise in any manner whatsoever, of either:
	 	 	 	 	 
	 	 	(i)	at
    least 50% of the aggregate ordinary voting power represented by the then issued Shares; or
	 	 	 	 	 
	 	 	(ii)	at
    least 50% of the aggregate ordinary voting power represented by the then issued Shares not held by all such Subject Entities
    as of the Execution Date calculated as if any Shares held by all such Subject Entities were disregarded; or
	 	 	 	 	 
	 	(c)	directly
    or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance
    of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
    intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
    conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
    which may be defective or inconsistent with the intended treatment of such instrument or transaction;
	 	 	 	 	 
	 	Funding
    Notice means, for a Convertible Security, a notice in the form set out in Schedule 9 duly executed by the Company which
    complies with this Agreement;
	 	 	 	 	 
	 	General
    Security Deed means the document called General Security Deed between the Company (as Grantor) and the Investor (as the
    Secured Party), to be dated on or about the date of this agreement pursuant to which the Company creates a Security Interest
    in favour of the Investor to secure the payment of the Secured Money (as that term is defined in the General Security Deed);
	 	 	 	 	 
	 	Government
    Body means:
	 	 
	 	(a)	any
    person, body or other thing exercising an executive, legislative, judicial or other governmental function of any country or
    political subdivision of any country;
	 	 	 	 	 
	 	(b)	any
    public authority constituted by or under a law of any country or political subdivision of any country;
	 	 	 	 	 
	 	(c)	any
    person deriving a power directly or indirectly from any other Government Body, and without limitation to subclauses (a) to
    (c), includes the ASX;
	 	 	 
	 	GST
    has the meaning given in the GST Law;
	 	 
	 	GST
    Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
	 	 	 	 	 
	 	GST
    Liability has the meaning given to that that term in clause 20(c);
	 	 
	 	Guarantee
    means any guarantee, suretyship, letter of credit, letter of comfort or any other Obligation:


 




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	 	(a)	to
    provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities,
    the purchase of assets or services, or otherwise) for the payment or discharge of;
	 	 	 	 
	 	(b)	to
    indemnify any person against the consequences of default in the payment of; or
	 	 	 	 
	 	(c)	to
    be responsible for,
	 	 	 
	 	any
    debt or monetary liability of another person or the assumption of any responsibility or Obligation in respect of the insolvency
    or the financial condition of any other person;
	 	 	 	 
	 	Guarantee
    and Indemnity means the document called Guarantee and Indemnity between the US Subsidiary (as Guarantor) and the Investor
    (as Beneficiary), to be dated on or about the date of this agreement pursuant to which the guarantee guarantees the Obligations
    of the Company to the Investor in respect of the Secured Money;
	 	 	 	 
	 	Guaranteed
    Money means all money which the US Subsidiary (whether alone or not and in any capacity) is or at any time may become
    liable to pay (presently, prospectively or contingently) to or for the account of the Investor under or in connection with
    a Transaction Document;
	 	 	 	 
	 	Immediately
    Available Funds means bank cheque or telegraphic or other electronic means of transfer of cleared funds into a bank account
    nominated in advance by the payee;
	 	 	 	 
	 	Indebtedness
    of a person means any indebtedness or liability (whether present or future, actual or contingent) relating to any financial
    accommodation granted to it or to any Guarantee given by it, including:
	 	 	 	 
	 	(d)	money
    borrowed or raised by that person;
	 	 	 	 
	 	(e)	the
    sale or negotiation of any negotiable instrument;
	 	 	 
	 	(f)	its
    Obligations as lessee under any finance lease;
	 	 	 	 
	 	(g)	the
    deferred purchase price of any property or services other than indebtedness for the purchase price of trading stock incurred
    by that person in the ordinary course of its ordinary trading business;
	 	 	 	 
	 	(h)	any
    redeemable preference Share issued by that person;
	 	 	 	 
	 	(i)	any
    Treasury Transaction to which that person is a party; and
	 	 	 	 
	 	(j)	any put or call option granted by that person over any property;

                                                                                 

                                                                                Indemnified Person has the meaning given to that term in clause 24.2;

                                                                                 

                                                                                Insolvency Event means:

	 	 	 
	 	(a)	in
    relation to any corporation:
	 	 	 	 
	 	 	(i)	its
    Liquidation;
	 	 	 	 
	 	 	(ii)	an
    External Administrator is appointed in respect of the corporation or any of its property;
	 	 	 	 
	 	 	(iii)	the
    corporation ceases or threatens to cease to carry on its business;
	 	 	 	 
	 	 	(iv)	the
    corporation being deemed to be, or stating that it is, unable to pay its debts when they fall due;
	 	 	 	 
	 	 	(v)	any
    other ground for Liquidation or the appointment of an External Administrator occurs in relation to the corporation;
	 	 	 	 
	 	 	(vi)	the
    corporation resolves to enter into Liquidation; or


 




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	 	 	(vii)	an
    application being made which is not dismissed or withdrawn within ten Business Days for an order, resolution being passed
    or proposed, a meeting being convened or any other action being taken to cause or consider anything described in paragraphs
    (i) to (vi) (inclusive) above;
	 	 	 	 
	 	(b)	in
    relation to an individual, that person becoming an insolvent under administration as defined in section 9 of the Corporations
    Act; and
	 	 	 
	 	(c)	in
    relation to any person, anything analogous to or having a similar effect to anything described above in this definition under
    the law of any relevant jurisdiction;
	 	 	 	 
	 	Investment
    Amount means the amount payable by the Investor on a Closing Date in respect of a Convertible Security as follows:
	 	 
	 	(a)	in
    respect of Convertible Security A, the lower of US$1,750,000 and the amount that is calculated to be 15% of the 30 Trading
    Day Market Capitalisation or such other amount as may be agreed by the Company and Investor in writing in conjunction with
    the revision of the Face Value; and
	 	 	 	 
	 	(b)	in
    respect of Convertible Security B, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c));
	 	 	 	 
	 	(c)	in
    respect of Convertible Security C, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c));
	 	 	 	 
	 	(d)	in
    respect of Convertible Security D, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c));
	 	 	 	 
	 	(e)	in
    respect of Convertible Security E, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c));
	 	 	 	 
	 	(f)	in
    respect of Convertible Security F, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c));
	 	 	 	 
	 	(g)	in
    respect of Convertible Security G, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c)); and
	 	 	 	 
	 	(h)	in
    respect of Convertible Security H, is US$3,500,000 or such other amount as may be agreed by the Company and Investor in writing
    in conjunction with the revision of the Face Value (adjusted pursuant to clause 2.1(c)),
	 	 	 	 
	 	in
    each case, less the aggregate of all monies:
	 	 
	 	(i)	due
    and payable by the Company to the Investor as at the relevant Closing Date under this Agreement including monies payable under
    clause 20 (Taxes) or otherwise; and
	 	 	 	 
	 	(j)	which
    the Investor has paid or must pay to third parties for which the Company is responsible pursuant to clause 25.14 (Transaction
    Costs);
	 	 	 	 
	 	Investor’s
    CHESS Account means the Investor’s or its nominee’s brokerage or prime brokerage account the details of which
    may from time to time be notified by the Investor to the Company;
	 	 
	 	Investor’s
    Shares means the Conversion Shares, the Amortisation Shares, the Collateral Shares and the Shares issued or issuable on
    exercise of the Options;



 






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	 	Law
    means a Listing Rule or regulation of ASX and any statute, rule, regulation, proclamation, order in council, ordinance,
    local law or by-law, whether:
	 	 
	 	(a)	present
    or future; or
	 	 	 
	 	(b)	State,
    federal or otherwise;
	 	 	 
	 	Liquidation
    means:
	 	 	 
	 	(a)	a
    winding up or liquidation (whether voluntary or involuntary), provisional liquidation, dissolution, bankruptcy or other analogous
    proceeding; or
	 	 	 
	 	(b)	an
    arrangement, assignment, composition or moratorium with or for the benefit of creditors or any class or group of creditors
    (including an administration or arrangement under part 5.3A of the Corporations Act);
	 	 	 
	 	Listing
    Rules means the listing rules of the ASX, as amended from time to time;
	 	 
	 	Losses
    has the meaning given to that term in clause 24.2;
	 	 	 
	 	Market
    Capitalisation for a Trading Day means the amount determined by multiplying the number of Shares on issue at the end of
    the respective Trading Day by the VWAP for the respective Trading Day. For the avoidance of doubt, this calculation will be
    determined in US$;
	 	 	 
	 	Market
    Capitalisation Amount means the number of Shares equal to 4.99% multiplied by the sum of the number of Shares on issue
    immediately prior to the Closing Date in connection with which the Market Capitalisation Amount is being calculated plus the
    number of Shares (if any) to be issued at that Closing Date;
	 	 	 
	 	Market
    Capitalisation Ratio means the ratio of the sum of the outstanding Convertible Securities and the respective tranche of
    Convertible Securities the subject of the respective Funding Notice or Closing (as the case may be) to the 30 Trading Day
    Market Capitalisation. For the avoidance of doubt, this calculation will be determined in US$;
	 	 	 
	 	Material
    Adverse Effect means, one or more occurrences or matters individually or in aggregate that:
	 	 
	 	(a)	have
    or could be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), prospects
    or results of operations of the Company and its Subsidiaries taken as a whole;
	 	 	 
	 	(b)	prevent
    or could be expected to prevent the Company from performing its obligations under this Agreement; or
	 	 	 
	 	(c)	have
    or could be expected to have a material adverse effect on the validity or enforceability of all or a material part of this
    Agreement;
	 	 	 
	 	Materials
    have the meaning given to that term in clause 15.1(o)(i);
	 	 
	 	Maturity
    Date means, for the respective tranche of Convertible Securities on issue, the date being the last Trading Day in the
    14th calendar month after the respective Closing Date for the respective Convertible Securities;
	 	 	 
	 	New
    Issuance Price has the meaning given to that phrase in clause 2.7(a);
	 	 
	 	New
    York Business Day means a day, other than a Saturday, Sunday or public holiday, on which banks in New York City are open
    for the general transaction of business;
	 	 	 
	 	Nominated
    Amortisation Collateral Shares has the meaning given to that phrase in clause 5.2(f)(i);
	 	 	 
	 	Nominated
    Collateral Shares means the Nominated Amortisation Collateral Shares and the Nominated Conversion Collateral Shares;


 




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	 	Nominated
    Conversion Collateral Shares has the meaning given to that phrase in clause 6.3(e)(i);
	 	 
	 	Obligation
    means any obligation, commitment, liability, covenant, undertaking or duty whether arising by operation of law, in equity
    or by statute and whether expressed or implied;
	 	 	 	 
	 	Option
    Deed means a deed poll to be entered by the Company to record the issue of the Options in the form set out in Schedule
    8;
	 	 
	 	Option
    Exercise Price has the meaning set out in the Option Deed;
	 	 	 	 
	 	Options
    means 13,750,000 of options to subscribe for Shares on the terms and conditions set out in the Option Deed;
	 	 	 	 
	 	Outstanding
    Collateral Shares has the meaning given to that term in clause 3.2(a);
	 	 	 	 
	 	Party
    means a party to this Agreement;
	 	 
	 	Permitted
    Encumbrance means:
	 	 	 	 
	 	(a)	an
    Encumbrance of which the Investor has been given full details in writing not later than five Business Days before the Execution
    Date and to which the Investor has given its written consent (but excluding any Encumbrance to which the Investor gave its
    consent on one or more conditions if those conditions are not fully complied with);
	 	 	 	 
	 	(b)	an
    Encumbrance created after the Execution Date to which the Investor has given its prior written consent and in respect of which:
	 	 	 	 
	 	 	(i)	the
    money secured does not increase above the amount to which the Investor has consented; and
	 	 	 	 
	 	 	(ii)	any
    conditions to the consent have been fully complied with;
	 	 	 	 
	 	(c)	an
    Encumbrance constituted or permitted by the Transaction Documents; or
	 	 	 
	 	(d)	an
    Encumbrance which arises only by operation of law in the ordinary course of ordinary business and in respect of which the
    money secured is not overdue for payment or is being contested in good faith;
	 	 	 	 
	 	PPS
    Act means the Personal Property Securities Act 2009 (Cth);
	 	 	 	 
	 	Prohibited
    Transaction means a transaction with a third party or third parties in which the Company or any Subsidiary issues or sells:
	 	 	 	 
	 	(a)	any
    debt, equity or equity-linked securities (including options) that are convertible into, exchangeable or exercisable for, or
    include the right to receive, Shares:
	 	 	 	 
	 	 	(i)	at
    a conversion, exercise or exchange rate or other price that is based on, and/or varies with, the trading prices of, or quotations
    for, the Shares; or
	 	 	 	 
	 	 	(ii)	at
    a conversion, exercise or exchange rate or other price that is subject to being reset at some future date after the initial
    issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events; or
	 	 	 	 
	 	 	(iii)	at
    a conversion, exercise or exchange rate or other price that is less than the lowest possible Amortisation Price or Conversion
    Price at that time (assuming the date of issuing the debt, equity or equity-linked securities (including options) is deemed
    to be the Closing Date for the purpose of calculating the Conversion Price); or
	 	 	 	 
	 	(b)	any
                                         securities in a capital or debt raising transaction or series of related transactions
                                         which grant to an investor the right to receive additional securities based upon future
                                         transactions of the Company on terms more favourable than those granted to such investor
                                         in such first transaction or series of related transactions,



 




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	 	and
    are deemed to include transactions generally referred to as equity lines of credit and stand-by equity distribution agreements,
    and convertible securities and loans having a similar effect;
	 	 	 	 
	 	Redemption
    Amount means an amount equal to 107.5% of the Amount Outstanding as at the Redemption Date;
	 	 	 	 
	 	Register
    of the Convertible Securities means a register of the Convertible Securities recording the initial issuance of the Convertible
    Securities and any repayments by way of Cash Payment, Amortisation Shares or Conversion Shares;
	 	 	 	 
	 	Related
    Entity has the meaning given to that term in the Corporations Act;
	 	 	 	 
	 	Relevant
    Interest has the meaning given to that term in clause 18.1;
	 	 	 	 
	 	Reserved
    Shares means 64,800,000 fully paid ordinary shares in the Company;
	 	 	 	 
	 	Second
    Closing means the Closing in respect of the Convertible Security B;
	 	 	 	 
	 	Securities
    means each of the Investor’s Shares, the Options and the Convertible Securities, and all of the Investor’s
    Shares, the Options and the Convertible Securities collectively;
	 	 
	 	Securities
    Act has the meaning given to that term in clause 15.1(z)(i);
	 	 	 	 
	 	Security
    Interest means:
	 	 
	 	(a)	an
    interest in or right:
	 	 	 	 
	 	 	(i)	reserved
    over property (including any retention of title to property or any right to set off or withhold payment of any deposit or
    other money);
	 	 	 	 
	 	 	(ii)	created
    or otherwise arising over property under a mortgage, charge, bill of sale (as defined in any relevant statute), lien, pledge,
    trust or right; or
	 	 	 	 
	 	 	(iii)	by
    way of security for the payment of a debt or other monetary Obligation or the performance of or compliance with any other
    Obligation;
	 	 	 	 
	 	(b)	any
    instrument or transaction which reserves, constitutes or evidences the interests and rights referred to in paragraph (a);
    and
	 	 	 	 
	 	(c)	any
    other interest which constitutes a security interest as that term is defined in the PPS Act;
	 	 	 
	 	Security
    Structure Event means any consolidation, subdivision or pro-rata cancellation of the Company’s issued capital, or
    any payment of a dividend in ordinary shares of the Company or distribution of ordinary shares of the Company to holders of
    its outstanding ordinary shares; which for the avoidance of doubt, does not include a rights offering or a bonus issue;
	 	 	 	 
	 	Share
    means a fully paid ordinary share in the capital of the Company and includes (where applicable) the Investor’s Shares;
	 	 
	 	Shareholder
    Approval means the Company obtaining any shareholder approval that may be required pursuant to the Listing Rules or the
    Corporations Act for the issue of Securities the subject of a Closing, Conversion or Collateral Shares or upon the exercise
    of any Option;
	 	 	 	 
	 	Subject
    Entity means any person, persons or any Affiliate of any such person, or persons (other than the Investor or an Affiliate
    of the Investor);
	 	 	 	 
	 	Subsequent
    Collateral Share Date means the earlier of;
	 	 	 	 
	 	(a)	the
    date which is:
	 	 	 	 
	 	 	(i)	3
                                         months after the Closing Date of the First Closing; and

	 	 	 	 
	 	 	(ii)	3
    months after the immediately preceding Subsequent Collateral Share Date; or
	 	 	 	 


 




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	 	(b)	the
    date on which the Collateral Base Amount is greater than the Collateral Shares held by the Investor;
	 	 	 	 
	 	Subsidiary
    has the meaning given to that term in the Corporations Act and includes without limitation the US Subsidiary;
	 	 	 	 
	 	Successor
    Entity means one or more person or persons (or, if so elected by the Investor, the Company or Affiliate) formed by, resulting
    from or surviving any Fundamental Transaction or one or more person or persons (or, if so elected by the Investor, the Company
    or Affiliate) with which such Fundamental Transaction shall have been entered into;
	 	 	 	 
	 	Tax
    means any present or future tax, levy, deduction, impost, withholding, charge or duty which is levied or imposed by any
    Government Body together with any interest, penalty or fine on those amounts;
	 	 	 	 
	 	Term
    has the meaning given in clause 23.1;
	 	 	 	 
	 	Trading
    Day has the meaning given to that term in the Listing Rules;
	 	 
	 	Transaction
    Documents means this Agreement, the Guarantee and Indemnity, the General Security Deed, all Cleansing Statements, Option
    Certificates, Convertible Security Certificates, exercise forms, Disclosure Document, any other document referred to in this
    Agreement, and any agreement amending, or amending and restating, this Agreement executed by the Parties;
	 	 	 	 
	 	Treasury
    Transaction means a foreign exchange agreement, interest rate swap, cap or collar agreement, interest rate futures or
    option contract, currency swap agreement, currency and interest futures or option contract or other form of protection from
    movement in interest rates, exchange rates or commodity prices which, in any case, is incidental to the business ordinarily
    carried on by the person to whom the accommodation is provided;
	 	 	 	 
	 	US$
    means US dollars, the legal currency of the United States of America;
	 	 	 	 
	 	VWAP
    means in relation to a Trading Day, the volume weighted average price (in Australian dollars as displayed on Bloomberg
    (or its equivalent successor if such service is not available), rounded down to three decimal places) of the Shares traded
    in the ordinary course of business on the ASX market on that Trading Day, excluding block trades, large portfolio trades,
    permitted tradies during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours
    trades, and exchange traded option exercises, subject to all adjustments set out in this Agreement provided that:
	 	 	 	 
	 	(a)	if
    on that Trading Day, Shares were quoted on the ASX as cum dividend or cum any other distribution or entitlement, and the issue
    of Shares for the purpose of which the VWAP is being determined will occur after that date, and those Shares no longer carry
    that dividend or other distribution or entitlement, then the VWAP on that Trading Day shall be reduced by an amount (Cum Value)
    equal to:
	 	 	 	 
	 	 	(i)	in
    the case of a dividend or other distribution, the amount of that dividend or other distribution;
	 	 	 	 
	 	 	(ii)	in
    the case of any other entitlement which is traded on the ASX on that Trading Day, the VWAP of such entitlements sold on the
    ASX on that Trading Day; or
	 	 	 	 
	 	 	(iii)	in
    the case of an entitlement not traded on the ASX on that Trading Day, the value of the entitlement as reasonably determined
    by the Investor; and
	 	 	 	 
	 	(b)	if
                                         on that Trading Day, Shares were quoted on the ASX as ex-dividend or ex any other distribution
                                         or entitlement, and the Shares for the purpose of which the VWAP is being determined
                                         would be entitled to receive the relevant dividend or other distribution or entitlement,
                                         the VWAP on that Trading Day shall be increased by the Cum Value; and 



 




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	 	Withdrawal
    Notice means a notice in the form set out in Schedule 6 duly executed by the Company which complies with this Agreement.
	 	 	 	 
	1.2	Interpretation
	 	 
	 	(a)	Unless
    the contrary intention appears, a reference in this Agreement to:
	 	 	 	 
	 	 	(i)	this
    Agreement or another document includes any variation or replacement of it despite any change in the identity of the Parties;
	 	 	 	 
	 	 	(ii)	one
    gender includes the others;
	 	 	 	 
	 	 	(iii)	the
    singular includes the plural and the plural includes the singular;
	 	 	 	 
	 	 	(iv)	a
    person, partnership, corporation, trust, association, joint venture, unincorporated body, Government Body or other entity
    includes any other of them;
	 	 	 	 
	 	 	(v)	an
    item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of,
    or schedule or attachment to, this Agreement and a reference to this Agreement includes any schedule or attachment;
	 	 	 	 
	 	 	(vi)	a
    Party includes the Party’s executors, administrators, successors, substitutes (including a person who becomes a Party
    by novation) and permitted assigns;
	 	 	 	 
	 	 	(vii)	any
    statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments,
    re- enactments or replacements of any of them;
	 	 	 	 
	 	 	(viii)	a
    reference to AUD and AU$ is a reference to Australian dollars;
	 	 	 	 
	 	 	(ix)	a
    reference to US$ is a reference to US dollars; and
	 	 	 	 
	 	 	(x)	a
    time is a reference to Australian Eastern Standard time unless otherwise specified.
	 	 	 	 
	 	(b)	The
    words include, including, such as, for example and similar expressions are not to be construed as words of limitation.
	 	 	 	 
	 	(c)	Where
    a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression
    have a corresponding meaning.
	 	 	 	 
	 	(d)	Headings
    and any table of contents or index are for convenience only and do not affect the interpretation of this Agreement.
	 	 	 	 
	 	(e)	A
    provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party or its advisers
    were responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.
	 	 	 	 
	2	Investments
	 	 	 	 
	2.1	Convertible
    Securities
	 	 
	 	(a)	Subject
    to the Company delivering to the Investor a Funding Notice (other than in respect of Convertible Security A), and all of the
    Conditions applicable to the relevant tranche of Convertible Securities being satisfied, or being waived in accordance with
    clause 10.5, and the Investor being satisfied in its sole discretion, the Investor agrees to, subject to all other conditions
    of this Agreement, and in reliance on the representations and warranties of the Company as set out in this Agreement:




 






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	 	 	(i)	Convertible
    Security A: subject to clauses 2.1(b) and 2.10, on the Closing Date in respect of the First Closing (which shall be the
    date provided for in paragraph (a) of the definition of “Closing Date” in clause 1.1), advance to the Company
    the Investment Amount in respect of Convertible Security A in consideration of which the Company will issue (and at the First
    Closing will be deemed to have issued) to the Investor a certificated convertible security with a face value of US$2,060,000
    or such other amount as agreed by the Company and the Investor in writing on the terms and conditions set out in this Agreement
    (Convertible Security A) which shall secure repayment of the Face Value of the Convertible Security A;
	 	 	 	 
	 	 	(ii)	Convertible
    Security B: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in
    respect of Convertible Security B in consideration of which the Company shall issue to the Investor a certificated convertible
    security with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the
    terms set out in this Agreement (Convertible Security B) which shall secure repayment of the Face Value of the Convertible
    Security B;.
	 	 	 	 
	 	 	(iii)	Convertible
    Security C: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in
    respect of Convertible Security C in consideration of which the Company shall issue to the Investor a certificated convertible
    security with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the
    terms set out in this Agreement (Convertible Security C) which shall secure repayment of the Face Value of the Convertible
    Security C;
	 	 	 	 
	 	 	(iv)	Convertible
    Security D: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in
    respect of Convertible Security D in consideration of which the Company shall issue to the Investor a certificated convertible
    security with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the
    terms set out in this Agreement (Convertible Security D) which shall secure repayment of the Face Value of the Convertible
    Security D;
	 	 	 	 
	 	 	(v)	Convertible
    Security E: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in
    respect of Convertible Security E in consideration of which the Company shall issue to the Investor a certificated convertible
    security with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the
    terms set out in this Agreement (Convertible Security E) which shall secure repayment of the Face Value of the Convertible
    Security E;
	 	 	 	 
	 	 	(vi)	Convertible
    Security F: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in
    respect of Convertible Security F in consideration of which the Company shall issue to the Investor a certificated convertible
    security with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the
    terms set out in this Agreement (Convertible Security F) which shall secure repayment of the Face Value of the Convertible
    Security F; and
	 	 	 	 
	 	 	(vii)	Convertible
                                         Security G: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to
                                         the Company the Investment Amount in respect of Convertible Security G in consideration
                                         of which the Company shall issue to the Investor a certificated convertible security
                                         with a face value of US$4,120,000 or such other amount as agreed by the Company and the
                                         Investor in writing on the terms set out in this Agreement (Convertible Security G)
                                         which shall secure repayment of the Face Value of the Convertible Security G; and





 






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	 	 	(viii)	Convertible
Security H: subject to clauses 2.1(b) and 2.1(c), on the Closing Date, advance to the Company the Investment Amount in respect
of Convertible Security H in consideration of which the Company shall issue to the Investor a certificated convertible security
with a face value of US$4,120,000 or such other amount as agreed by the Company and the Investor in writing on the terms set out
in this Agreement (Convertible Security H) which shall secure repayment of the Face Value of the Convertible Security H,

                                                                              

	 	 	 	 
	 	 	each of which is referred to for convenience as a “tranche” of Convertible Securities.
	 	 	 	 
	 	(b)	For
    the avoidance of doubt, the Investor will have no obligation to make any advance to the Company in respect of Convertible
    Securities as contemplated by clause 2.1(a) unless:
	 	 	 	 
	 	 	(i)	all
    of the Conditions to Closing as set out in clause 10.2 are satisfied or waived in accordance with clause 10.5, on the relevant
    Closing Date; and
	 	 	 	 
	 	 	(ii)	the
    Investor determines in its sole discretion to make the advance. For the avoidance of doubt, any advance under this Agreement
    may be withheld, amended, delayed or cancelled by the Investor in its sole and absolute discretion by notice given to the
    Company not less than not less than 20 Trading Days before the proposed Closing Date (or such shorter period with the prior
    written consent of the Company) and if the Investor gives the Company notice that an advance under this Agreement is to be
    withheld, amended, delayed or cancelled the Company may, notwithstanding clause 2.2(c) withdraw the Funding Request in respect
    of that Advance at any time prior to the advance being made.
	 	 	 	 
	 	(c)	Notwithstanding
    any other provision in this Agreement, the Investor’s obligation to advance funds in respect of any Convertible Securities
    shall immediately cease and be of no further force and effect upon the Company delivering a Withdrawal Notice to the Investor
    duly executed by the Company which complies with this Agreement after the First Closing occurs but on or before the Closing
    Date in respect of the issue of any further Convertible Securities.
	 	 	 	 
	 	(d)	For
    the avoidance of doubt, the Investor will subscribe for the Convertible Securities in the sequential order set out in clause
    2.1(a).
	 	 	 	 
	2.2	Drawdown
    procedure
	 	 
	 	(a)	Other
    than in respect of Convertible Security A, the Company must deliver Funding Notice to the Investor if the Company requires
    an Investment Amount.
	 	 	 	 
	 	(b)	A
    Funding Notice for each Convertible Security, must:
	 	 	 	 
	 	 	(i)	be
    in writing specifying the matters set out in Schedule 9;
	 	 	 	 
	 	 	(ii)	be
    received by the Investor before 11am on a Trading Day not less than 45 Trading Days before the proposed Closing Date (or such
    shorter period with the prior written consent of the Investor);
	 	 	 	 
	 	 	(iii)	nominate
    a proposed Closing Date for the Convertible Security; and
	 	 	 	 
	 	 	(iv)	be
    signed by an Authorised Officer of the Company.
	 	 	 	 
	 	(c)	A
    Funding Notice received by the Investor may only be revoked with the prior written consent of the Investor and otherwise is
    irrevocable.
	 	 	 	 
	 	(d)	A
    Funding Notice issued otherwise than in compliance with clause 2.2(b) is, unless otherwise agreed (or compliance is waived)
    in writing by the Investor, invalid.



 






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	2.3	Debt
    security
	 	 
	 	Each
    Convertible Security issued is a debt security evidencing the Company’s indebtedness to the Investor on the terms set
    out in this Agreement.
	 	 	 
	2.4	No
    voting rights
	 	 
	 	Except
    as required by the Corporations Act, the Convertible Securities will not carry a right to vote at meetings of the Company
    prior to any conversion of the Convertible Securities into Shares.
	 	 	 
	2.5	Certificates
	 	 
	 	(a)	The
    Convertible Securities will be evidenced by the Convertible Security Certificates.
	 	 	 
	 	(b)	The
    Company will reissue a replacement Convertible Security Certificate on a change in the details contained in the Convertible
    Security Certificate.
	 	 	 
	2.6	Exclusivity
	 	 	 
	 	(a)	During
    the Term and provided always that the Investor is not in material default of its obligations under this Agreement, the Company
    and its Subsidiaries must not enter into or effect or enter into an agreement to effect any Prohibited Transaction (other
    than the Approved Agreements), without first obtaining the Investor’s written consent.
	 	 	 
	 	(b)	For
    the avoidance of doubt and subject to clause 2.6(c), clause 2.6(a) does not restrict the Company from undertaking a rights
    issue, share purchase plan, raising money through placements of Shares or security issues at a fixed price per Share not in
    the nature of an on-going equity line arrangement.
	 	 	 
	 	(c)	During
    the Term, the Company and its Subsidiaries must not undertake any capital raising, whether by way of rights issue, share purchase
    plan, placement or otherwise, at a fixed price per Share (which price is also to include the value of any attaching securities
    offered) which is lower than the lowest Amortisation Price or Amortisation Pre-delivery VWAP at that time (assuming the date
    of announcing the capital raising is deemed to be the Amortisation Date for the purpose of calculating the Amortisation Price
    or Amortisation Pre-delivery VWAP), without the prior written approval of the Investor.
	 	 	 
	2.7	Rights
    upon issuance of other securities
	 	 
	 	(a)	If
    and whenever on or after the First Closing the Company issues or sells, or in accordance with this clause 2.7(a) is deemed
    to have issued or sold, any Shares (including the issuance or sale of Shares owned or held by or for the account of the Company)
    for a consideration per share (New Issuance Price) less than a price equal to the Conversion Price in effect immediately
    prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the
    Applicable Price) (Dilutive Issuance), then, immediately after such Dilutive Issuance, the Conversion Price
    then in effect shall be reduced to an amount equal to the New Issuance Price for any Amount Outstanding from time to time
    and any other funds advanced by the Investor to the Company. For all purposes of the foregoing (including, without limitation,
    determining the adjusted Conversion Price and the New Issuance Price under this clause 2.7(a)), the provisions of this clause
    2.7 shall apply.


 




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	 	(b)	If
    the Company in any manner grants or sells any option to subscribe for shares (New Option) (save and except for options
    granted by the Company to employees and directors under employee share option plans in operation as at the date of this agreement
    if the exercise price of the option is not capable of amendment and is at least equal to the Company’s Closing Market
    Price on the date of issue of the option) and the lowest price per share for which one Share is at any time issuable upon
    the exercise of any such New Option or upon conversion, exercise or exchange of any convertible securities issuable upon exercise
    of any such New Option or otherwise pursuant to the terms thereof (New Option Exercise Price) is less than the Applicable
    Price, then for the purposes of clause 2.7(a), such Share shall be deemed to have been issued and sold by the Company at the
    time of the granting or sale of such New Option for the New Option Exercise Price. For purposes of this clause 2.7(b), the
    New Option Exercise Price shall be equal to:
	 	 	 	 	 
	 	 	(i)	the
    lower of:
	 	 	 	 	 
	 	 	 	(A)	the
    sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one Share upon
    the granting or sale of such New Option, upon exercise of such Option and upon conversion, exercise or exchange of any convertible
    security issuable upon exercise of such New Option or otherwise pursuant to the terms thereof: and
	 	 	 	 	 
	 	 	 	(B)	the
    lowest exercise price set forth in such New Option for which one Share is issuable (or may become issuable assuming all possible
    market conditions) upon the exercise of any such New Option or upon conversion, exercise or exchange of any convertible securities
    issuable upon exercise of any such New Option or otherwise pursuant to the terms thereof,
	 	 	 	 	 
	 	 	minus
	 	 	 
	 	 	(ii) 	the
    sum of all amounts paid or payable to the holder of such New Option (or any other person) with respect to any one Share upon
    the granting or sale of such New Option, upon exercise of such New Option and upon conversion, exercise or exchange of any
    convertible security issuable upon exercise of such New Option or otherwise pursuant to the terms thereof plus the value of
    any other consideration consisting of cash, debt forgiveness, assets or any other property received or receivable by, or benefit
    conferred on, the holder of such New Option (or any other person).
	 	 	 	 	 
	 	 	Except
    as set out in this clause 2.7, no further adjustment of the Conversion Price shall be made upon the actual issuance of such
    Share or of such convertible securities upon the exercise of such New Options or otherwise pursuant to the terms thereof or
    upon the actual issuance of such Shares upon conversion, exercise or exchange of such convertible securities.
	 	 	 	 	 
	 	(c)	If
    the Company in any manner issues or sells any convertible securities (New Convertible Securities) and the lowest price
    per share for which one Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant
    to the terms thereof (New Convertible Securities Price) is less than the Applicable Price, then such Share shall be
    deemed to have been issued by the Company at the time of the issuance or sale of New Convertible Securities for the New Convertible
    Securities Price per share. For the purposes of this clause 2.7(c), the New Convertible Securities Price shall be equal to:
	 	 	 	 	 
	 	 	(i)	the
    lower of:
	 	 	 	 
	 	 	 	(A)	the
    sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Share upon the
    issuance or sale of the New Convertible Security and upon conversion, exercise or exchange of such New Convertible Security
    or otherwise pursuant to the terms thereof; and
	 	 	 	 	 
	 	 	 	(B)	the
    lowest conversion price set forth in such New Convertible Security for which one Share is issuable upon conversion, exercise
    or exchange thereof or otherwise pursuant to the terms thereof,
	 	 	 	 	 
	 	 	minus
	 	 	 
	 	 	(ii)	the
                                         sum of all amounts paid or payable to the holder of such New Convertible Security (or
                                         any other person) with respect to any one Share upon the issuance or sale of such New
                                         Convertible Security plus the value of any other consideration received or receivable
                                         consisting of cash, debt forgiveness, assets or other property by, or benefit conferred
                                         on, the holder of such New Convertible Security (or any other person). 






 






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	 	 	Except
    as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Shares
    upon conversion, exercise or exchange of New Convertible Securities or otherwise pursuant to the terms thereof, and if any
    such issuance or sale of New Convertible Securities is made upon exercise of any New Options for which adjustment of the Conversion
    Price has been or is to be made pursuant to other provisions of this clause 2.7, except as contemplated below, no further
    adjustment of the Conversion Price shall be made by reason of such issuance or sale.
	 	 	 	 	 
	 	(d)	If
    the purchase or exercise price provided for in any New Options, the additional consideration, if any, payable upon the issue,
    conversion, exercise or exchange of any New Convertible Securities, or the rate at which any New Convertible Securities are
    convertible into or exercisable or exchangeable for Shares increases or decreases at any time (other than proportional changes
    in conversion or exercise prices, as applicable, in connection with an event referred to in clause 2.7(k)), the Conversion
    Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in
    effect at such time had such New Options or New Convertible Securities provided for such increased or decreased purchase price,
    additional consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued
    or sold (Adjustment Right). For purposes of this clause, if the terms of any option to subscribe for shares or convertible
    security that was outstanding as of the date of the First Closing are increased or decreased in the manner described in the
    immediately preceding sentence, then such option or convertible security and the Shares deemed issuable upon exercise, conversion
    or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant
    to this clause 2.7(d) shall be made if such adjustment would result in an increase of the Conversion Price then in effect.
	 	 	 	 	 
	 	(e)	If
    any New Option and/or New Convertible Security and/or Adjustment Right (Secondary Securities) is issued in connection
    with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Investor)
    (Primary Security), together comprising one integrated transaction (or one or more transactions if such issuances or
    sales or deemed issuances or sales of securities of the Company either:
	 	 	 	 	 
	 	 	(i)	have
    at least one investor or purchaser in common;
	 	 	 	 	 
	 	 	(ii)	are
    consummated in reasonable proximity to each other; and/or
	 	 	 	 
	 	 	(iii)	are
    consummated under the same plan of financing,
	 	 	 	 	 
	 	 	the
    aggregate consideration per Share with respect to such Primary Security shall be deemed to be equal to the difference of:
	 	 	 	 	 
	 	 	(iv)	the
    lowest price per share for which one Share was issued (or was deemed to be issued pursuant to clauses 2.7(b) or 2.7(c), as
    applicable) in such integrated transaction solely with respect to such Primary Security,
	 	 	 	 	 
	 	 	minus
	 	 	 	 	 
	 	 	(v)	with
    respect to such Secondary Securities, the sum of:
	 	 	 	 	 
	 	 	 	(A)	the
    Black Scholes Consideration Value of each such New Option, if any;
	 	 	 	 	 
	 	 	 	(B)	the
    fair market value (as determined by the Investor in good faith) or the Black Scholes Consideration Value, as applicable, of
    such Adjustment Right, if any; and





 






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	 	 	 	(C)	the
    fair market value (as determined by the Investor) of such New Convertible Security, if any,
	 	 	 	 	 
	 	 	in
    each case, as determined on a per share basis in accordance with this clause 2.7(e).
	 	 	 	 	 
	 	(f)	If
    any Shares, New Options or New Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the
    consideration received therefor (for the purpose of determining the consideration paid for such Shares, New Option or New
    Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed
    to be the net amount of consideration received by the Company therefor.
	 	 	 	 	 
	 	(g)	If
    any Shares, New Options or New Convertible Securities are issued or sold for a consideration other than cash, the amount of
    such consideration received by the Company (for the purpose of determining the consideration paid for such Shares, New Option
    or New Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be
    the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case
    the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such
    security for each of the five (5) Trading Days immediately preceding the date of receipt.
	 	 	 	 	 
	 	(h)	If
    any Shares, New Options or New Convertible Securities are issued to the owners of the non-surviving entity in connection with
    any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining
    the consideration paid for such Shares, New Option or New Convertible Security, but not for the purpose of the calculation
    of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion of the net assets and business
    of the non- surviving entity as is attributable to such Shares, New Options or New Convertible Securities (as the case may
    be).
	 	 	 	 	 
	 	(i)	The
    fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and
    the Investor. If such parties are unable to reach agreement within ten (10) Business Days after the occurrence of an event
    requiring valuation (Valuation Event), the fair value of such consideration will be determined within five (5) Trading
    Days after the tenth (10th) Business Day following such Valuation Event by an independent, reputable appraiser jointly selected
    by the Company and the Investor. The determination of such appraiser shall be final and binding upon all parties absent manifest
    error and the fees and expenses of such appraiser shall be borne by the Company.
	 	 	 
	 	(j)	If
    the Company takes a record of the holders of Shares for the purpose of entitling them to:
	 	 	 	 	 
	 	 	(i)	receive
    a dividend or other distribution payable in Shares, New Options or in New Convertible Securities; or
	 	 	 	 
	 	 	(ii)	subscribe
    for or purchase Shares, New Options or New Convertible Securities,
	 	 	 	 	 
	 	 	then
    such record date will be deemed to be the date of the issuance or sale of the Shares deemed to have been issued or sold upon
    the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription
    or purchase (as the case may be).
	 	 	 	 	 
	 	(k)	In
                                         addition to and not in limitation of the other provisions of this clause 2.7, if the
                                         Company in any manner issues or sells or enters into any agreement to issue or sell,
                                         any Shares, New Options or New Convertible Securities (Variable Price Securities),
                                         after the First Closing that are issuable pursuant to such agreement or convertible into
                                         or exchangeable or exercisable for Shares at a price which varies or may vary with the
                                         market price of the Shares, including by way of one or more reset(s) to a fixed price,
                                         but exclusive of such formulations reflecting customary anti-dilution provisions (such
                                         as share splits, share combinations, share dividends and similar transactions) (each
                                         of the formulations for such variable price being herein referred to as, the Variable
                                         Price), the Company shall provide written notice to the Investor on the date of such
                                         agreement and the issuance of such New Convertible Securities or New Options. From and
                                         after the date the Company enters into such agreement or issues any such Variable Price
                                         Securities, the Investor shall have the right, but not the obligation, in its sole discretion
                                         to substitute the Variable Price for the Conversion Price upon conversion of any Convertible
                                         Securities by designating in the Conversion Notice delivered upon any conversion of a
                                         Convertible Securities that solely for purposes of such conversion the Investor is relying
                                         on the Variable Price rather than the Conversion Price then in effect. The Investor’s
                                         election to rely on a Variable Price for a particular conversion of any Convertible Securities
                                         shall not obligate the Investor to rely on a Variable Price for any future conversion
                                         of the Convertible Securities. 






 






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	 	(l)	In
    the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
    or, if applicable, would not operate to protect the Investor from dilution or if any event occurs of the type contemplated
    by the provisions of this clause 2.7 but not expressly provided for by such provisions (including, without limitation, the
    granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company’s
    board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to
    protect the rights of the Investor, provided that no such adjustment pursuant to this clause 2.7(l) will increase the Conversion
    Price as otherwise determined pursuant to this clause 2.7(l), provided further that if the Investor does not accept such adjustments
    as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and
    the Investor shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such
    appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses
    shall be borne by the Company.
	 	 	 	 
	 	(m)	This
    clause 2.7 will not apply to, and will be interpreted and applied as not affected by issues of securities or other transactions
    pursuant to the Approved Agreements (including the exercise of the Existing Options).
	 	 	 	 
	2.8	Reserved
    Shares
	 	 
	 	(a)	The
    Company represents and warrants that as at the Execution Date, the Company has the capacity to issue or agree to issue the
    Reserved Shares without requiring any further approval from its shareholders pursuant to the Listing Rules.
	 	 	 	 
	 	(b)	The
    Company:
	 	 	 
	 	 	(i)	must
    not undertake, at any time after the Execution Date, until the Reserved Shares are issued to the Investor, issued to the Investor,
    any issue of Shares that would result in the Company being unable to issue the Reserved Shares to the Investor without obtaining
    approval from its shareholders pursuant to the Listing Rules; and
	 	 	 	 
	 	 	(ii)	shall
    take all necessary steps to ensure that the Reserved Shares are available to be issued to the Investor pursuant to and in
    accordance with the terms of this Agreement without further prior approval of the Company’s shareholders being required
    under the Listing Rules.
	 	 	 	 
	 	(c)	Each
    issue of Shares under this Agreement and the issue of the Options (counting one Share for each Option) will be deemed to be
    an issue of Reserved Shares until the number of Shares issued under this Agreement equals or exceeds the number of Reserved
    Shares set out in the definition of “Reserved Shares”.
	 	 	 	 
	2.9	Voluntary
    Adjustment by Company
	 	 	 	 
	 	The
                                         Company may at any time during the Term, with the prior written consent of the Investor
                                         reduce the then prevailing Conversion Price of each of the Convertible Securities to
                                         any amount and for any period of time deemed appropriate by the board of directors of
                                         the Company. 






 






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	2.10	Bridge
    loan
	 	 	 	 	 	 
	 	(a)	The
    Company acknowledges and confirms that the Investor has prior to the date of this agreement provided the Company with a bridge
    loan in the amount of US$1,065,600 (Bridge Loan) in accordance with the terms of the loan agreement entered on or about
    28 June 2019 (Bridge Loan Agreement).
	 	 	 	 	 	 
	 	(b)	The
    Company acknowledges and agrees that the Investor will set off a portion of the Investment Amount in respect of Convertible
    Security A against the outstanding amount due under the Bridge Loan Agreement along with any accrued interest and unpaid fees
    thereof, following completion of which, and subject to the terms of the Bridge Loan Agreement, the Bridge Loan will be deemed
    repaid in full.
	 	 	 	 	 	 
	3	Collateral
    Shares
	 	 	 	 	 	 
	3.1	Issue
    of Collateral Shares
	 	 	 	 	 	 
	 	(a)	At
    First Closing, the Company shall issue and Electronically Deliver to the Investor or its nominee (subject to the limitation
    in clause 12), Collateral Shareholding Number, in consideration of the Investor entering into this Agreement and agreeing
    to purchase the Convertible Securities on the terms and conditions set out in this Agreement.
	 	 	 	 	 	 
	 	(b)	The
    Collateral Shares:
	 	 	 	 	 	 
	 	 	(i)	shall
    constitute, and shall be held by the Investor as, security for the obligations owed to the Investor by the Company under this
    Agreement, including any obligation arising in respect of the Convertible Securities or any obligation to pay any monetary
    amount under this Agreement;
	 	 	 	 	 	 
	 	 	(ii)	may
    only be sold, assigned, mortgaged or otherwise dealt with by the Investor:
	 	 	 	 
	 	 	 	(A)	to
    satisfy any undischarged obligation referred to in clause 3.1(b)(i); or
	 	 	 	 	 
	 	 	 	(B)	immediately
    without notice to the Company upon:
	 	 	 	 	 	 
	 	 	 	 	(I)	the
    Investor making a Collateral Election pursuant to clause 5.2(e);
	 	 	 	 	 	 
	 	 	 	 	(II)	the
    Investor issuing a Conversion Notice that specifies a Collateral Capitalisation;
	 	 	 	 	 	 
	 	 	 	 	(III)	the
    Investor issuing an Acceleration Notice;
	 	 	 	 	 	 
	 	 	 	 	(IV)	the
    occurrence of an Event of Default;
	 	 	 	 	 	 
	 	 	 	 	(V)	any
    representation, warranty, covenant or undertaking given by the Company becomes false, inaccurate or is breached and such breach
    is not remedied within 3 Trading Days of its occurrence;
	 	 	 	 	 	 
	 	 	 	 	(VI)	the
    Company breaches any of its Obligations pursuant to any Transaction Document; or
	 	 	 	 	 	 
	 	 	 	 	(VII)	any
    circumstance arises which in the reasonable opinion of the Investor, with the passage of time could result in the circumstances
    contemplated in clause (IV), (V) or (VI) occurring; and





 






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	 	 	(iii)	may
    otherwise be dealt with as expressly set out in clause 5.2(e) or clause 6.3(d).
	 	 	 	 
	 	(c)	On
    each Subsequent Collateral Share Date, the Company shall issue and Electronically Deliver to the Investor or its nominee that
    number of Shares to replenish the number of Collateral Shares held by the Investor up to the Collateral Shareholding Number
    at the date of determination.
	 	 	 	 
	3.2	Purchase
    of Collateral Shares
	 	 	 	 
	 	(a)	Notwithstanding
    any other provision of this Agreement:
	 	 	 	 
	 	 	(i)	the
    Investor may at any time in its sole discretion; and
	 	 	 	 
	 	 	(ii)	in
    any event, not later than 20 Trading Days after expiry of the Term the Investor will,
	 	 	 	 
	 	 	subject
    to clause 3.2(c) if there has been an Equity Condition Failure which has not been remedied or otherwise ceased to apply, to
    the extent that any Collateral Shares remain or will remain in the possession of the Investor or its nominee at the end of
    the Term (being Collateral Shares which are not the subject of a Collateral Election or Acceleration Notice (Outstanding
    Collateral Shares), pay the Company in immediately available funds in lieu of returning the Outstanding Collateral Shares
    (and as discharge of the security represented by those Outstanding Collateral Shares and in full and final settlement of the
    Investor’s liabilities in connection with those Outstanding Collateral Shares and for the avoidance of doubt the Investor
    shall be entitled to deal with the Outstanding Collateral Shares unencumbered and in its sole discretion) an amount equal
    to the number of Outstanding Collateral Shares, multiplied by the lower of:
	 	 	 
	 	 	(iii)	the
    Conversion Price; or
	 	 	 	 
	 	 	(iv)	85%
    of the average of the two lowest VWAPs per Share (in Australian dollars, to three decimal places provided that if the resultant
    number contains four decimal places, such number shall be rounded down to the next lowest number containing three decimal
    places), as selected by the Investor in its sole discretion, during the 20 Trading Days on which Shares traded in the ordinary
    course of business on the ASX prior to the date on which such payment is made by the Investor. For the avoidance of doubt,
    the Investor may make a payment under this clause 3.2(a) on more than one occasion if any such payment is made prior to the
    expiry of the Term.
	 	 	 	 
	 	(b)	The
    Investor may offset and deduct any amount which would otherwise be payable by the Company under clause 5.1(b) from the amount
    payable by the Investor under clause 3.2(a).
	 	 	 	 
	 	(c)	If
    there has been an Equity Condition Failure which has not been remedied or otherwise ceased to apply, the calculation of the
    number of Outstanding Collateral Shares shall include a deduction of the number of Collateral Shares multiplied by the price
    determined under clause 3.2(a) which would represent the loss incurred by the Investor as a result of that Equity Condition
    Failure (which may result in the number of Outstanding Collateral Shares being reduced to zero) and the Investor agrees to
    any Collateral Shares retained by the Investor being bought back by the Company for a total of US$1.
	 	 	 	 
	4	Options
	 	 	 	 
	 	(a)	At,
    or prior to, the First Closing, the Company shall execute the Option Deed.
	 	 	 	 
	 	(b)	On
    or before the earlier of:





 






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	 	 	(i)	1
    Business Day following the Company receiving shareholder approval to issue the Options; and
	 	 	 	 
	 	 	(ii)	the
    Second Closing Date,
	 	 	 	 
	 	 	the
    Company shall grant to the Investor or its nominee the Options in accordance with the Option Deed.
	 	 	 	 
	5	Amortisation
    of the Convertible Securities
	 	 	 	 
	5.1	Satisfaction
    of Convertible Securities
	 	 	 	 
	 	(a)	The
    Face Value of each Convertible Security issued is to be satisfied by being:
	 	 	 	 
	 	 	(i)	converted
    into Shares in accordance with clause 5.2 or clause 6.3;
	 	 	 	 
	 	 	(ii)	repaid
    in accordance with clause 5.2(e) or clause 7; or
	 	 	 	 
	 	 	(iii)	converted
    into Shares by the capitalisation of some or all of the Collateral Shares (Collateral Capitalisation) pursuant to clause
    5.2(e) or clause 6.3(d); or
	 	 	 	 
	 	 	(iv)	a
    combination of (i), (ii) and (iii) above.
	 	 	 	 
	 	(b)	On
    the Maturity Date, the Company must repay the Investor 103% of the Amount Outstanding together with all other amounts payable
    by the Company to the Investor pursuant to any Transaction Document as at the Maturity Date in US$ in Immediately Available
    Funds to the Investor’s bank account.
	 	 	 	 
	 	(c)	The
    Company will not be entitled to repay the Face Value of any Convertible Security issued other than in accordance with this
    Agreement.
	 	 	 	 
	5.2	Monthly
    Amortisation
	 	 	 	 
	 	(a)	On
    each Amortisation Date, the Company will satisfy that part of the Face Value of all Convertible Securities on issue as at
    the relevant Amortisation Date in the amount of the Amortisation Instalment Amount, with the intention being that on the Maturity
    Date, the Face Value outstanding will have reduced to nil.
	 	 	 	 
	 	(b)	Twenty
    three (23) Trading Days before each Amortisation Date the Company must issue to the Investor a written notice (Amortisation
    Election Notice) which must specify whether the Amortisation Instalment Amount for the immediately following Amortisation
    Period will be satisfied by way of:
	 	 	 	 
	 	 	(i)	the
    issue of Amortisation Shares;
	 	 	 	 
	 	 	(ii)	repaid
    by payment of cash (Cash Payment); or
	 	 	 	 
	 	 	(iii)	a
    combination of any or all of (i) or (ii) above,
	 	 	 	 
	 	 	and
    in the event that an Amortisation Election Notice does not specify how the Amortisation Instalment Amount will be satisfied,
    the Amortisation Election Notice shall be deemed to specify that the Amortisation Instalment Amount will be satisfied by way
    of the issue of Amortisation Shares, provided that if an Amortisation Election Notice is not issued by the time provided for
    above, the Company will be deemed to have issued an Amortisation Election Notice and such notice shall be deemed to specify
    that the Amortisation Instalment Amount will be satisfied by way of the issue of Amortisation Shares (and the non-issue of
    the notice will not be an Event of Default, nor be treated as a breach of this Agreement or of any Condition).





 






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	 	(c)
    	Where
    an Amortisation Election Notice specifies the Amortisation Instalment Amount will be satisfied by way of the issue of Amortisation
    Shares the Company must certify that as at the date of the Amortisation Pre-delivery Date no Equity Condition Failure has
    occurred and must issue or capitalise (as the case requires):
	 	 	 
	 	 	(i)	the
    Amortisation Pre-Delivery Shares to the Investor by issuing and Electronically Delivering Shares to the Investor or its nominee
    not less than 3 Trading Days after the Amortisation Election Notice Date (Amortisation Pre- delivery Date), together
    with a statement setting out the Amortisation Instalment Amount, the number of Amortisation Pre-Delivery Shares issued, the
    Amortisation Pre-delivery VWAP and how the Amortisation Pre-delivery VWAP was calculated; and
	 	 	 	 	 
	 	 	(ii)	on
    the Amortisation Date, a statement setting out:
	 	 	 	 	 
	 	 	 	(A)	the
    Amortisation Instalment Amount (including any Accelerated Amount for that Amortisation Period);
	 	 	 	 	 
	 	 	 	(B)	the
    Amortisation Price and how the Amortisation Price was calculated;
	 	 	 	 	 
	 	 	 	(C)	the
    number of Amortisation Shares that should be issued for the Amortisation Period by dividing the Amortisation Instalment Amount
    by the Amortisation Price;
	 	 	 	 	 
	 	 	 	(D)	the
    number of Amortisation Pre-Delivery Shares issued or capitalised; and
	 	 	 	 	 
	 	 	 	(E)	the
    number of Amortisation True-up Shares to be issued, which shall be calculated as the number of Amortisation Shares that should
    be issued for the Amortisation Period under clause 5.2(c)(ii)(C) less the number of Amortisation Pre-Delivery Shares issued
    pursuant to clause 5.2(c)(i).
	 	 	 	 	 
	 	(d)	Where
    pursuant to clause 5.2(c)(ii)(E) the number of Amortisation True-up Shares is a positive number, the Company must issue that
    number of Amortisation True-up Shares to the Investor on the Amortisation Date.
	 	 	 	 	 
	 	(e)	The
    Investor may elect by written notice to the Company that all or part of the Amortisation Instalment Amount will be constituted
    by the Collateral Capitalisation in whole or in part (Collateral Election) on the Amortisation Pre-delivery Date, in
    respect of Amortisation Pre-delivery Shares or on the Amortisation Date, in respect of Amortisation True-up Shares or part
    or all of both provided that the Company certifies that as at the date of the Amortisation Pre-delivery Date or the Amortisation
    Date (as applicable) no Equity Condition Failure has occurred.
	 	 	 	 	 
	 	(f)	Where
    a Collateral Election has been made under clause 5.2(e) above:
	 	 	 	 	 
	 	 	(i)	the
    Investor will nominate the corresponding numbers (if any) of Collateral Shares to be capitalised under the Collateral Election
    (Nominated Amortisation Collateral Shares) and Shares to be issued (New Amortisation Shares) to satisfy the
    Amortisation Instalment Amount;
	 	 	 	 	 
	 	 	(ii)	the
    number of Collateral Shares held shall be reduced by the Nominated Amortisation Collateral Shares;
	 	 	 	 	 
	 	 	(iii)	the
    Nominated Amortisation Collateral Shares for the avoidance of doubt, shall be deemed to be Amortisation Pre-delivery Shares
    or Amortisation True- up Shares (as the case may be) and, subject to there being no Equity Condition Failure as at the date
    of the Amortisation Pre-delivery Date or the Amortisation Date (as applicable), shall constitute a discharge of the security
    represented by that number of Collateral Shares and in full and final settlement of all Investor’s liabilities in connection
    with that number of Collateral Shares.


 




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	 	(g)	Where
    an Amortisation Election Notice specifies the Amortisation Instalment Amount will be satisfied by way of the issue of Amortisation
    Shares or a Collateral Election is  made and the Company confirmed that there was no such Equity Conditions Failure as
    at the relevant Amortisation Pre-delivery Date but an Equity Conditions Failure occurs between the relevant Amortisation Pre-delivery
    Date and the relevant Amortisation Date, the Company shall provide the Investor a subsequent written notice of the Equity
    Conditions Failure and, unless the Equity Conditions Failure is waived in writing by the Investor (in its sole and absolute
    discretion), then the Amortisation Election Notice in respect of any Amortisation True-up Shares to be issued for the relevant
    Amortisation Period shall be null and void and:
	 	 	 	 	 
	 	 	(i)	no
    Amortisation True-up Shares shall be issued in respect of the relevant Amortisation Period;
	 	 	 	 	 
	 	 	(ii)	the
    Amortisation Pre-delivery Shares that have been issued for the relevant Amortisation Period shall be deemed to be Collateral
    Shares;
	 	 	 	 	 
	 	 	(iii)	there
    shall be no reduction in the Face Value of the Convertible Securities in respect of:
	 	 	 	 	 
	 	 	 	(A)	any
    Amortisation Pre-delivery Shares issued; or
	 	 	 	 	 
	 	 	 	(B)	Amortisation
    True-up Shares that would have otherwise been issued, for the relevant Amortisation Period but for this clause 5.2(g); and
	 	 	 	 	 
	 	 	(iv)	the
    Company shall pay 110% of the Amortisation Instalment Amount for the relevant Amortisation Period in full by way of Cash Payment.
	 	 	 	 	 
	 	(h)	If
    the Amortisation Election Notice issued by the Company in accordance with clause 5.2(b) specifies that the Amortisation Instalment
    Amount for the respective Amortisation Period will be repaid by the Company by a Cash Payment, the Company must pay to the
    Investor the Amortisation Instalment Amount in Immediately Available Funds and without set-off, counter claims, conditions
    or, unless expressly permitted by this Agreement or required by law, deductions or withholdings, the amount of the Cash Payment
    on the Amortisation Date.
	 	 	 	 	 
	 	(i)	If
    the Company does not issue an Amortisation Election Notice in accordance with 5.2(b), the Company shall be deemed to have
    elected to pay the Amortisation Instalment Amount for the respective Amortisation Period by way of Amortisation Shares.
	 	 	 	 	 
	 	(j)	If
    an Amortisation Election Notice specifies that all or part of the Amortisation Instalment Amount is to be satisfied by the
    issue of Amortisation Shares and, for any reason, the Company is unable to or is not permitted to issue all or some of such
    Amortisation Shares, the Amortisation Election Notice will be deemed to be varied to decrease that part of the Amortisation
    Instalment Amount which is to be satisfied by the issue of the Amortisation Shares to the extent necessary (which for the
    avoidance of doubt may include a reduction to nil) so that the Company is able to or permitted to issue such Amortisation
    Shares and the balance of any Amortisation Instalment Amount will be satisfied by way of capitalisation of Collateral Shares
    unless the Company is unable to issue replacement Collateral Shares under clause 3.1(c) pursuant to a Disclosure Document
    or a Cleansing Statement, or a Cash Payment, or a combination of both. Where such an adjustment is made the Amortisation Election
    Notice will be further deemed to be varied to provide for or increase the Cash Payment or Collateral Election (as applicable)
    by the corresponding amount, such that the overall Amortisation Instalment Amount remains the same.
	 	 	 	 	 
	 	(k)	The
    Company will not be entitled to repay the Face Value of any Convertible Security issued other than in accordance with this
    Agreement.
	 	 	 
	 	(l)	The
    Company will not be entitled to redraw any amounts in respect of the Convertible Securities that are satisfied by Cash Payment
    or Amortisation Shares pursuant to this clause 5.2 or Conversion Shares otherwise pursuant to this Agreement.





 






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	 	(m)	The
    total number of Amortisation Shares that the Company shall issue and Electronically Deliver in (or capitalise in respect of)
    an Amortisation Instalment Payment shall be determined by dividing the Amortisation Instalment Amount by the Amortisation
    Price, provided that if the resultant number contains a fraction, such number shall be rounded up to the next highest whole
    number.
	 	 	 	 
	 	(n)	Upon
    all Amortisation Shares being issued or capitalised in respect of an Amortisation Period pursuant to this clause 5, the Face
    Value of the Convertible Securities will be deemed repaid to the extent of the Amortisation Instalment Amount on and from
    the date of issue the resultant Amortisation True-up Shares or, in respect of Nominated Amortisation Collateral Shares pursuant
    to clause 5.2(e), on the date of the Collateral Capitalisation pursuant to clause 5.2(e). In the event that at the time of
    the issue or capitalisation of Amortisation Shares, there is more than one Convertible Security on issue with an outstanding
    Face Value, the Amortisation Instalment Amount shall be applied:
	 	 	 	 
	 	 	(i)	firstly,
    to the Convertible Security which was issued first in time; and
	 	 	 	 
	 	 	(ii)	if
    there remains any Amortisation Instalment Amount outstanding after 5.2(o)(1) above, secondly to the Convertible Security which
    was issued second in time.
	 	 	 	 
	 	(o)	Except
    in circumstances contained in clause 5.2(g), the Company must pay to the investor 103% of an Amortization Instalment Amount
    if any such amount is repaid as a Cash Payment under any clause of this Agreement.
	 	 	 	 
	5.3	Investor
    Elections
	 	 	 	 
	 	(a)	At
    any time before any Amortisation Date, the Investor may by written notice (Deferral Notice) to the Company elect to
    defer some or all of the Amortisation Instalment Amount for the current Amortisation Period to a subsequent Amortisation Period.
	 	 	 	 
	 	(b)	A
    Deferral Notice must set out:
	 	 	 	 
	 	 	(i)	the
    amount of the Amortisation Instalment Amount to be deferred (Deferred Amount);
	 	 	 	 
	 	 	(ii)	the
    Amortisation Period in which the Deferred Amount is to be paid (Deferral Amortisation Period).
	 	 	 	 
	 	(c)	upon
    the Investor issuing a Deferral Notice:
	 	 	 
	 	 	(i)	the
    Amortisation Instalment Amount for the then current Amortisation Period shall be deemed to be reduced by the Deferred Amount;
    and
	 	 	 	 
	 	 	(ii)	the
    Amortisation Instalment Amount for the Deferral Amortisation Period shall be deemed to be increased by the Deferred Amount.
	 	 	 	 
	 	(d)	Notwithstanding
    clause 6.1(a), at any time while any Convertible Security remains on issue with an outstanding Face Value and for the relevant
    Amortisation Period the Amortisation Election Notice elects or is deemed to elect to pay the Amortisation Instalment Amount
    by way of the issue of Amortisation Shares, whether in part or in full, the Investor may by written notice to the Company
    (Acceleration Notice) elect to increase the Amortisation Instalment Amount for the then current Amortisation Period
    to an amount nominated by the Investor in the Acceleration Notice (Accelerated Amount).
	 	 	 	 
	 	(e)	An
    Acceleration Notice must specify the Amortisation Period in which the Accelerated Amount will be deducted from the Amortisation
    Instalment Amount and if an Amortisation Period is not specified the Acceleration Notice shall be deemed to apply to the Amortisation
    Instalment Amount Amortisation Period ending on the Maturity Date and any balance to the immediately preceding Amortisation
    Period until the Accelerated Amount has been fully allocated to Amortisation Instalment Amounts.





 






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	 	(f)	Upon
    issue of an Acceleration Notice, the Accelerated Amount shall be treated as an Amortisation Instalment Amount and clause 5.2
    shall apply to the Accelerated Amount subject to the Amortisation Price applied being either:
	 	 	 	 
	 	 	(i)	the
    last calculated Amortisation VWAP immediately prior to the issue of the Acceleration Notice; or
	 	 	 	 
	 	 	(ii)	the
    Amortisation Price calculated for the Amortisation Instalment Amount occurring immediately after the issue of the Acceleration
    Notice,
	 	 	 	 
	 	 	in
    each case at the election of the Investor.
	 	 	 	 
	 	(g)	The
    Company must issue the Amortisation Pre-Delivery Shares pursuant to the Acceleration Notice by no later than the Trading Day
    after receipt of the Acceleration Notice (unless the Investor elects to capital the Acceleration Shares from the balance of
    the Collateral Shares).
	 	 	 	 
	 	(h)	The
    Investor may issue:
	 	 	 	 
	 	 	(i)	more
    than one Acceleration Notice during the applicable Amortisation Period; and
	 	 	 	 
	 	 	(ii)	Acceleration
    Notices during each Amortisation Period during the Term (for the avoidance of doubt, there shall be no limit on the number
    of Acceleration Notices the Investor may issue during the Term).
	 	 	 	 
	 	(i)	The
    Investor acknowledges and agrees that Accelerated Amounts will only be required to be (and shall be permitted to be) satisfied
    by the issue of Amortisation Shares or a Collateral Election, subject at all times to clause 5.2.
	 	 	 	 
	6	Conversion
    upon election of Investor
	 	 	 	 
	6.1	Conversion
    Notice
	 	 
	 	(a)	The
    Investor may, at any time after the First Closing, by one or more written notices to the Company (Conversion Notice)
    elect to convert all or any part of the Face Value of the Convertible Securities (each a Conversion) into Shares (Conversion
    Shares) on the terms set out in clause 6.
	 	 	 	 
	 	(b)	The
    Conversion Notice must set out the amount of the Face Value of the Convertible Securities, together with any Default Interest,
    fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document (Elected Conversion Amount)
    to be converted into Conversion Shares.
	 	 	 	 
	 	(c)	For
    the avoidance of doubt, nothing in this clause 6 shall limit the Investor’s right to receive and sell, transfer or otherwise
    dispose of Amortisation Shares.
	 	 	 	 
	6.2	Conversion
    Price
	 	 
	 	The price at which the Conversion Shares will be issued will be the Conversion Price.
	 	 	 	 
	6.3	Conversion
    Shares
	 	 
	 	(a)	The
    number of Conversion Shares to be issued by the Company in respect of each Conversion Notice shall be determined by dividing
    the Elected Conversion Amount by the then prevailing Conversion Price, provided that if the resultant number contains a fraction,
    such number shall be rounded up to the next highest whole number.
	 	 	 	 
	 	(b)	On
    the Trading Day immediately after the issue of a Conversion Notice (Conversion Date), the Company must issue the Conversion
    Shares by issuing and Electronically Delivering Shares (in the number determined pursuant to clause 6.3(a)) to the Investor
    or its nominee.





 






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	 	(c)	The
    Conversion Notice shall set out the Conversion Price applicable to the Conversion due to be effected under such Conversion
    Notice, setting out the manner in which such Conversion Price was calculated by the Investor.
	 	 	 	 
	 	(d)	The
    Investor may elect in the Conversion Notice, that all or part of the Elected Conversion Amount will be constituted by the
    Collateral Capitalisation.
	 	 	 	 
	 	(e)	Where
    a Collateral Election has been made under clause 6.3(d) above:
	 	 	 
	 	 	(i)	the
    Investor will nominate the corresponding number of Collateral Shares to be capitalised under the Collateral Election (Nominated
    Conversion Collateral Shares) and Shares to be issued (New Conversion Shares) to satisfy the Elected Conversion
    Amount;
	 	 	 	 
	 	 	(ii)	the
    number of Collateral Shares held shall be reduced by the Nominated Conversion Collateral Shares;
	 	 	 	 
	 	 	(iii)	the
    Nominated Conversion Collateral Shares for the avoidance of doubt, shall be deemed to be Conversion Shares and shall constitute
    a discharge of the security represented by that number of Collateral Shares and in full and final settlement of all the Company’s
    and the Investor’s liabilities in connection with that number of Collateral Shares.
	 	 	 	 
	 	(f)	Upon
    a Conversion occurring pursuant to this clause 6, the Face Value of the Convertible Security will be deemed repaid to the
    extent of the Elected Conversion Amount on and from the date of issue the resultant Conversion Shares or in respect of Nominated
    Conversion Collateral Shares, the date of the Collateral Capitalisation.
	 	 	 	 
	 	(g)	If
    for any reason, the Company is unable to or is not permitted to issue all or some of the Conversion Shares required under
    a Conversion Notice, the Conversion Notice will be deemed to be varied to provide that the Elected Conversion Amount will
    be satisfied by way of Conversion Shares to the extent that the Company is able to or permitted to issue Conversion Shares
    (which for the avoidance of doubt, may include a reduction to nil) and the balance of any Elected Conversion Amount will be
    satisfied by way of a Collateral Election unless the Company is unable to issue replacement Collateral Shares under clause
    3.1(c), or a Cash Payment, or a combination of both. For the purposes of this clause, the amount of the Cash Payment shall
    be calculated as an amount per Conversion Share that would have otherwise been issued pursuant to the Conversion Notice equal
    to the highest VWAP on any Trading Day during the period commencing on the date of the Conversion Notice and ending on the
    Conversion Date and the Company shall pay the Cash Payment on the Business Day immediately following the Conversion Date.
	 	 	 	 
	6.4	Amortisation
	 	 
	 	For
    the avoidance of doubt, nothing in this clause 6 shall prevent the Investor exercising any rights with regard to conversion
    of any Convertible Securities pursuant to any other provision in this Agreement, including without limitation clause 5.3.
	 	 	 	 
	7	Redemption
	 	 	 	 
	7.1	Right
    of Redemption
	 	 	 	 
	 	(a)	Subject
    to clause 7.4, the Company may redeem all of the Convertible Securities on issue at the time of issue of the notice pursuant
    to this clause 7.1(a) in whole at any time up to the Maturity Date by written notice given by the Company to the Investor
    (Redemption Notice). For the avoidance of doubt, the Company is not entitled to redeem only part of the Convertible
    Securities on issue.
	 	 	 	 
	 	(b)	The
    rights of the Investor to convert the Convertible Securities pursuant this Agreement shall continue notwithstanding the issue
    of a Redemption Notice by the Company.





 






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	 	(c)	The
    parties agree that in the event of the Company’s redemption of any portion of the Convertible Securities under this
    clause 7, the Investor’s damages would be uncertain and difficult to estimate because of the parties’ inability
    to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for
    the Investor. Accordingly, any redemption premium due under this clause 7 is intended by the parties to be, and shall be deemed,
    a reasonable estimate of the Investor’s actual loss of its investment opportunity and not as a penalty.
	 	 	 	 
	7.2	Redemption
    Notice
	 	 
	 	A
    Redemption Notice must specify:
	 	 	 	 
	 	(a)	that
    the Amount Outstanding is to be redeemed by the Company; and
	 	 	 
	 	(b)	a
    date upon which the redemption will take effect, which date must not be less than 30 Trading Days after the date on which
    the Redemption Notice is served on the Investor (Redemption Date).
	 	 	 	 
	7.3	Redemption
    Payment
	 	 	 	 
	 	Subject
    to clause 7.4, on the Redemption Date, the Company must pay the Investor the Redemption Amount by Immediately Available Funds
    into the Investor’s bank account.
	 	 	 	 
	7.4	Redemption
    Condition
	 	 
	 	(a)	The
    Company shall only be entitled to issue a Redemption Notice if as at the date of the Redemption Notice the Conditions (including
    without limitation the Condition in clause 10.2(e)(xv), but excluding the application of paragraph f(ii) of the definition
    of “Equity Conditions” and of clauses 10.2(e)(iii), (iv), (vi), (viii) and (ix)(C)) continue to be satisfied by
    the Company.
	 	 	 	 
	 	(b)	The
    Company shall only be entitled to redeem the Convertible Securities pursuant to clause 7 if at the Redemption Date, the Conditions
    (including without limitation the condition in clause 10.2(e)(xv), but excluding the application of paragraph f(ii) of the
    definition of “Equity Conditions” and of clauses 10.2(e)(iii), (iv), (vi), (viii) and (ix)(C)) continue to be
    satisfied by the Company.
	 	 	 	 
	 	(c)	If
    for any reason the Company is not entitled to proceed with a redemption of the Convertible Securities under this clause 7.4,
    the Convertible Securities shall remain on issue on the terms of this Agreement, notwithstanding the issue of a Redemption
    Notice.
	 	 	 	 
	8	Change
    of Control Redemption Right
	 	 	 	 
	 	(a)	No
    sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior
    to the public announcement of such Change of Control, the Company shall deliver written notice to the Investor of the Change
    of Control (Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated
    Change of Control Redemption Date if then known.
	 	 	 	 
	 	(b)	At
    any time during the period (Change of Control Period) beginning on the earlier of the date of:
	 	 	 	 
	 	 	(i)	the
    Investor’s receipt of a Change of Control Notice; and
	 	 	 	 
	 	 	(ii)	an
    announcement on ASX by the Company of a transaction which may result in a Change of Control,
	 	 	 	 
	 	 	and
                                         ending on the date that is twenty (20) Trading Days after the consummation of such Change
                                         of Control, the Investor may require the Company to redeem (Change of Control Redemption)
                                         all or any portion of the Convertible Securities then outstanding by delivering written
                                         notice to the Company (Change of Control Redemption Notice).






 






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	 	(c)	A
    Change of Control Redemption Notice shall set out the amount of the Face Value of the Convertible Securities, together with
    any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the
    Investor is electing to redeem (Change of Control Amount).
	 	 	 	 
	 	(d)	The
    Change of Control Amount shall be redeemed by the Company in cash at a price (Change of Control Redemption Price) equal
    to 125% of the Change of Control Amount.
	 	 	 	 
	 	(e)	The
    Company shall make payment of the Change of Control Redemption Price:
	 	 	 
	 	 	(i)	concurrently
    with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation
    of such Change of Control; and
	 	 	 	 
	 	 	(ii)	within
    five (5) Trading Days after the Company’s receipt of such notice, (the Change of Control Redemption Date).
	 	 	 	 
	 	(f)	Notwithstanding
    anything to the contrary in this clause 8, until the Change of Control Redemption Price (together with any interest thereon)
    is paid in full, the Change of Control Amount may be converted, in whole or in part, by the Investor into Shares, or in the
    event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor
    Entity substantially equivalent to the Shares pursuant to clause 9.
	 	 	 	 
	 	(g)	In
    the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so
    redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse
    order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor,
    unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
	 	 	 	 
	 	(h)	The
    parties agree that in the event of the Company’s redemption of any portion of the Convertible Securities under this
    clause 8, the Investor’s damages would be uncertain and difficult to estimate because of the parties’ inability
    to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for
    the Investor. Accordingly, any redemption premium due under this clause 8 is intended by the parties to be, and shall be deemed,
    a reasonable estimate of the Investor’s actual loss of its investment opportunity and not as a penalty.
	 	 	 	 
	9	Fundamental
    Transaction
	 	 	 	 
	 	(a)	The
    Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of
    the obligations of the Company under this Agreement and the other Transaction Documents in accordance with the provisions
    of this clause 9 and agrees to deliver to the Investor in exchange for the Convertible Securities a security of the Successor
    Entity evidenced by a written instrument substantially similar in form and substance to this this Agreement and the Transaction
    Documents including, without limitation, having a face value equal to the Face Value and having similar conversion rights,
    dividend rights and ranking to Convertible Securities.
	 	 	 	 
	 	(b)	Upon
                                         the occurrence or consummation of any Fundamental Transaction, and it shall be a required
                                         condition to the occurrence or consummation of any Fundamental Transaction that, the
                                         Company and the Successor Entity or Successor Entities, jointly and severally, shall
                                         agree to, and the Company shall cause any Successor Entity or Successor Entities to jointly
                                         and severally agree to, and be added to the term ‘Company’ under this Agreement
                                         (so that from and after the date of such Fundamental Transaction, each and every provision
                                         of this Agreement referring to the ‘Company’ shall refer instead to each
                                         of the Company and the Successor Entity or Successor Entities, jointly and severally),
                                         and the Company and the Successor Entity or Successor Entities, jointly and severally,
                                         may exercise every right and power of the Company prior thereto and shall assume all
                                         of the obligations of the Company prior thereto under this Agreement with the same effect
                                         as if the Company and such Successor Entity or Successor Entities, jointly and severally,
                                         had been named as the Company in this Agreement. 






 






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	10	Conditions
    of Closing, Amortisation and Conversion
	 	 	 	 
	10.1	Delivery
    and Capacity
	 	 
	 	(a)	The
    Company acknowledges that it bears the responsibility for issuing the Securities under this Agreement and must be able to
    deliver the Securities in accordance with this Agreement, and must obtain such Shareholder Approval as may be required for
    the relevant issue of any Securities under this Agreement or the Option Deed.
	 	 	 	 
	 	(b)	For
    the avoidance of doubt, the Company’s acknowledgements, warranties, representations, and any other provision in this
    Agreement or the Option Deed concerning its ability to issue Securities under this Agreement or the Option Deed (save and
    except for the Reserved Securities) are subject to clauses 10.2(f) and 10.2(g).
	 	 	 	 
	10.2	Conditions
	 	 
	 	The
    Investor’s obligations under:
	 	 	 	 
	 	(a)	Clauses
    2.1(a) and 13.2(a)(i) to subscribe for the applicable tranche of Convertible Securities and pay the Investment Amount for
    those Convertible Securities;
	 	 	 	 
	 	(b)	Clause
    5 to accept Amortisation Shares;
	 	 	 
	 	(c)	Clause
    5 to accept a Collateral Election; and
	 	 	 	 
	 	(d)	Clause
    6 to accept Conversion Shares (save and except for the Condition in clause 10.2(e)(xv) which shall not apply to Conversion
    Shares),
	 	 	 
	 	are
    subject to and conditional upon the following conditions having been satisfied or fulfilled in respect of each Closing, Amortisation
    or Conversion (respectively), or waived in writing by the Investor:
	 	 	 	 
	 	(e)	at
    9.00am on the date of each Funding Notice issued pursuant to clause 2.2(a) (except as provided otherwise below) and at 9.00am
    on each Closing Date:
	 	 	 	 
	 	 	(i)	(Option
    Deed) the Company has executed the Option Deed;
	 	 	 	 
	 	 	(ii)	(shareholding
    limits) the issue (if any) of the Securities the subject of the relevant Closing, Amortisation or Conversion will not
    breach clause 18.1;
	 	 	(iii)	(Market
    Capitalisation Ratio) the maximum Market Capitalisation Ratio being 15%;
	 	 	 	 
	 	 	(iv)	(entitlement
    to investment) the Company being entitled under this Agreement to require the Investor to subscribe for the applicable
    tranche of Convertible Securities and pay the Investment Amount or to accept Amortisation Shares or Conversion Shares (respectively)
    to which the relevant Closing, Amortisation or Conversion applies;
	 	 	 	 
	 	 	(v)	(shareholder
    approval):





 






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	 	 	 	(A)	the
    Company being able to issue the relevant Securities the subject of, as applicable, the Closing, Amortisation, Conversion (respectively)
    (if any) or issue of Collateral Shares or Shares upon the exercise of any Option without shareholder approval pursuant to
    Listing Rules 7.1 or 7.1A and the Corporations Act (as applicable); or
	 	 	 	 	 	 
	 	 	 	(B)	the
    Company having obtained any shareholder approval that may be required pursuant to the Listing Rules or the Corporations Act
    for the issue of the relevant Securities the subject of, as applicable, the Closing, Amortisation, Conversion (if any) or
    issue of Collateral Shares or Shares upon the exercise of any Option;
	 	 	 	 	 	 
	 	 	(vi)	(representations
    and warranties) each representation and warranty by the Company in this Agreement is true and correct as of the dates
    as of which they are made or deemed to be made under this Agreement;
	 	 	 	 	 	 
	 	 	(vii)	(other
    requirements) any and all Authorisations, consents, permits, approvals, registrations, waivers (including if applicable
    waivers from ASX) and documents, in the reasonable opinion of the Investor necessary or appropriate for the consummation of
    those Contemplated Transactions that would be consummated at the relevant Closing, have been obtained and have been issued
    by the Company and received by the Investor and remain in full force and effect;
	 	 	 	 	 	 
	 	 	(viii)	(Company
    documents delivered) the Company has delivered or caused to be delivered to the Investor, and the Investor has received,
    the following:
	 	 	 	 	 	 
	 	 	 	(A)	in
    respect of:
	 	 	 	 	 	 
	 	 	 	 	(I)	each
    Closing, a copy of the resolutions duly adopted by the board of directors of the Company, substantially in the form attached
    as Schedule 3; and
	 	 	 	 	 	 
	 	 	 	 	(II)	any
    other date of issue of Securities under this Agreement, copies of the resolutions duly adopted by the board of directors of
    the Company approving the Transaction Documents and those Contemplated Transactions, to the extent to which such resolutions
    are, in the reasonable opinion of the Investor, or pursuant to any Law, required in addition to the resolutions referred to
    in subclause 10.2(e)(viii)(A)(I) above, prior to the consummation of those Contemplated Transactions that, as of the Closing
    Date, remain to be consummated;
	 	 	 	 	 	 
	 	 	 	(B)	copies
    of such additional documents, certificates, payments, assignments, transfers and other deliveries as the Investor or its legal
    counsel may reasonably request or as are customary in Australia to effect the relevant Closing, Amortisation or Conversion
    and issue of Securities as contemplated in this Agreement;
	 	 	 	 	 	 
	 	 	 	(C)	a
    certificate, executed on behalf of the Company by its Chief Executive Officer, Managing Director, Chairman or Chief Financial
    Officer, dated as of the relevant Closing Date certifying that:
	 	 	 	 	 	 
	 	 	 	 	(I)	the
    Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to
    be performed or complied with by it at or prior to the relevant Closing Date (unless non-performance or compliance has previously
    been remedied as provided for in this Agreement or waived by the Investor);
	 	 	 	 	 	 
	 	 	 	 	(II)	the
                                         representations and warranties of the Company contained in this Agreement are true and
                                         correct in all material respects as of the dates as of which they are made or deemed
                                         to be made under this Agreement; and 






 






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	 	 	 	 	(III)	all
    conditions to the relevant Closing, Amortisation or Conversion have been satisfied,
	 	 	 	 	 	 
	 	 	 	 	substantially
    in the form attached as Schedule 5 (CEO Certificate);and
	 	 	 	 	 
	 	 	 	(D)	in
    respect of an Amortisation, unless deemed to have been given, the Amortisation Election Notice in accordance with clause 5.
	 	 	 	 	 	 
	 	 	(ix)	(no
    disclosure or default) the Investor is of the opinion, acting reasonably, that:
	 	 	 	 
	 	 	 	(A)	any
    offer for sale by the Investor or its nominee of any Investors’ Shares, does not and will not need disclosure under
    Part 6D.2 of the Corporations Act because:
	 	 	 	 	 	 
	 	 	 	 	(I)	the
    Company is entitled to and undertakes to the Investor to issue to ASX a Cleansing Statement within 2 Business Days before
    or on the date of the issue of the relevant Convertible Securities; or
	 	 	 	 	 	 
	 	 	 	 	(II)	the
    Company is entitled to and undertakes to the Investor to issue to ASX a Cleansing Statement within five Business Days after
    issue of the relevant Investor’s Shares (or such shorter period required by section 708A(6) of the Corporations Act);
    or
	 	 	 	 	 	 
	 	 	 	 	(III)	the
    Company issued a Disclosure Document pursuant to Part 6D.2 of the Corporations Act prior to the relevant Closing Date, or
    issue of the relevant Convertible Securities or Investors’ Shares, under which the Covered Securities the subject of
    the relevant Closing, Amortisation or Conversion will be issued; and
	 	 	 	 	 	 
	 	 	 	(B)	the
    issue of any Securities in respect of the relevant Closing, Amortisation or Conversion has not and will not result in the
    Company being in breach of the Listing Rules, the Corporations Act, or any other Law; and
	 	 	 	 	 	 
	 	 	 	(C)	no
    Event of Default has occurred (unless previously remedied as provided for in this Agreement or waived by the Investor); and
	 	 	 	 	 	 
	 	 	 	(D)	no
    Event of Default would result from the relevant Closing, Amortisation or Conversion being effected and the relevant Securities
    being issued.
	 	 	 	 	 	 
	 	 	(x)	(compliance
    with Agreement) the Company has performed or complied in all respects with all agreements and covenants required by this
    Agreement to be performed or complied with by the Company as at or prior to the relevant Closing Date (unless non-performance
    or compliance has previously been remedied as provided for in this Agreement or waived by the Investor).
	 	 	 	 	 	 
	 	 	(xi)	(quotation)
    The ASX has not indicated to the Company that quotation of such Investor’s Shares on the ASX will not be granted upon
    notification to the ASX of their issue;
	 	 	 	 	 	 
	 	 	(xii)	(FATA
    approval) any approval or notification that may be required pursuant to or for the purposes of the Foreign Acquisitions
    and Takeovers Act 1975 (Cth) for the Contemplated Transactions is obtained or given (as appropriate) (and the Company,
    with the assistance of the Investor, shall use reasonable endeavours to obtain any such approval);





 






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	 	 	(xiii)	(documentation)
    the Investor has received each of the documents required to be delivered, or which evidences satisfaction of the conditions,
    in accordance with clause 10.2, in connection with the relevant Closing, Amortisation or Conversion;
	 	 	 	 	 	 
	 	 	(xiv)	(Constitution)
    the Company making any amendments that may be required in order for the Contemplated Transactions to be completed;
	 	 	 	 
	 	 	(xv)	(Equity
    Conditions) there being no Equity Condition Failure; and
	 	 	 	 	 	 
	 	 	(xvi)	(placement
    capacity) the quotient of (i) the sum of the outstanding Convertible Securities and the respective trance of Convertible
    Securities the subject of the respective Funding Notice or Closing (as the case may be); and  (ii) the Collateral Share
    VWAP at such date or time of determination exceeding the Company’s remaining placement capacity under Listing Rule 7.1;
    and
	 	 	 	 	 	 
	 	(f)	at
    9am on the Closing Date for the First Closing:
	 	 	 	 	 	 
	 	 	(i)	(First
    Closing market capitalisation) the market capitalisation of the Company is a minimum of US$12 million; and
	 	 	 	 	 	 
	 	 	(ii)	(shareholder
    approval)
	 	 	 	 	 	 
	 	 	 	(A)	the
    Investor being satisfied that the Company may issue:
	 	 	 	 	 	 
	 	 	 	 	(I)	Convertible
    Security A;
	 	 	 	 	 	 
	 	 	 	 	(II)	the
    Options; and
	 	 	 	 	 	 
	 	 	 	 	(III)	the
    Collateral Shares, 
	 	 	 	 	 	 
	 	 	 	 	without
    shareholder approval pursuant to Listing Rules 7.1 or 7.1A (as applicable) and the Corporations Act (as applicable); or
	 	 	 	 	 	 
	 	 	 	(B)	the
    Company obtaining any shareholder approval that may be required pursuant to the Listing Rules or the Corporations Act for
    the issue of:
	 	 	 	 	 	 
	 	 	 	 	(I)	Convertible
    Security A;
	 	 	 	 	 	 
	 	 	 	 	(II)	the
    Options;
	 	 	 	 	 	 
	 	 	 	 	(III)	any
    Amortisation Shares to be issued by the Company pursuant to the Agreement between the Closing Date for the First Closing and
    the date being 60 days after the Closing Date for the First Closing; and
	 	 	 	 	 	 
	 	 	 	 	(IV)	the
    Collateral Shares;
	 	 	 	 	 	 
	 	 	(iii)	(ASX
    waivers) the Company obtaining any waivers from ASX that may be required under the Listing Rules in order to issue the
    Collateral Shares; and
	 	 	 	 	 	 
	 	 	(iv)	(disclosure
    document) if required, the Company has lodged with ASIC a Disclosure Document pursuant to which the Covered Securities
    will be issued in a form sufficient to ensure that the provisions of section 707 of the Corporations Act will not apply to
    any Covered Securities and there will be no restriction on the onsale of any Covered Securities under the Corporations Act;
    and
	 	 	 	 	 	 
	 	(g)	by
    the date being 60 days after the Closing Date for the First Closing:
	 	 	 
	 	 	(i)	(shareholder
    approval) either:





 






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	 	 	 	(A)	the
    Company being able to issue all of the Covered Securities other than tranches of Convertible Securities for which a Funding
    Notice has not been given or Shares that would be issued upon conversion or amortization thereof without shareholder approval
    or pursuant to Listing Rules 7.1 or 7.1A, and the Corporations Act (as applicable); or
	 	 	 	 	 
	 	 	 	(B)	the
    Company having obtained any Shareholder Approval that may be required pursuant to the Listing Rules or the Corporations Act
    for the issue of all of the Covered Securities other than tranches of Convertible Securities for which a Funding Notice has
    not been given or Shares that would be issued upon conversion or amortization thereof. The parties acknowledge and agree that
    such approval shall in no way limit or restrict the number of Shares which shall be required to be issued to the Investor
    pursuant to the terms of this Agreement or any other Transaction Document.
	 	 	 	 	 
	10.3	Real
    time Market Capitalisation Ratio
	 	 
	 	If
    the ratio of the outstanding Convertible Securities to the Market Capitalisation for a Trading Day is 25%, all Closings will
    be suspended until the ratio is 15% or less, at which point Closings can resume pursuant to clause 10.2.
	 	 	 	 	 
	10.4	Absence
    of Notification of Conditions
	 	 
	 	The
    Investor may, but is not required to, deem the absence of any notification by the Company prior to the relevant Closing Date
    that any Conditions to the respective Closing, Amortisation or Conversion have not been fulfilled to be an assurance that
    all Conditions to the Closing, Amortisation or Conversion have been fulfilled.
	 	 	 	 	 
	10.5	Waiver
    of compliance
	 	 
	 	The
    Conditions are for the benefit of the Investor only. They may only be waived by the Investor in its absolute and sole discretion
    and only by notice in writing to the Company. Any Amortisation Election Notice or purported Closing, Amortisation or Conversion
    which does not comply with this Agreement is invalid and ineffective (unless non-compliance is expressly waived in writing
    by the Investor).
	 	 	 	 	 
	10.6	Consequence
    of failure to meet conditions
	 	 	 	 	 
	 	(a)	If
    at any time prescribed in clause 10.2(e), any of the Conditions (save and except for the Condition in clause 10.2(e)(xv) which
    shall not apply to Conversion Shares) are not satisfied or are deemed unable to be satisfied, the respective Closing will
    be held in abeyance, until the Investor is satisfied, in its sole discretion, that the particular Conditions have been satisfied
    or are capable of being satisfied, or that the Conditions may be waived. Any Closing held in abeyance pursuant to this clause
    10.6(a) may be cancelled by the Investor at its election by providing written notice to the Company.
	 	 	 	 	 
	 	(b)	The
    Company shall not issue any Amortisation Shares or Conversion Shares to the Investor or its nominee without the prior written
    consent of the Investor if, on the issue of the Amortisation Shares or Conversion Shares, any of the conditions in clause
    10.2 (save and except for the Condition in clause 10.2(e)(xv) which shall not apply to Conversion Shares) have not been fulfilled.
	 	 	 	 	 
	 	(c)	If
    the Company issues any Amortisation Shares or Conversion Shares in breach of clause 10.6(a), the relevant issue will not be
    deemed to have been accepted by the Investor, such issuance shall be deemed not to have been undertaken for the purposes of
    this Agreement, and that part of the Face Value which is purported to have been converted in accordance with clause 5 or clause
    6 (as the case may be) will be deemed to remain outstanding.





 






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	10.7	Shareholder
    Approvals
	 	 
	 	(a)	Subject
    to clause 10.7(b), the Company shall use best endeavours to procure management and other existing holders of Shares (as nominated
    by the Investor) (together the Nominated Shareholders) to enter a binding agreement on terms satisfactory to the Investor
    in its sole and absolute discretion, pursuant to which the Nominated Shareholders agree to vote in favour of any shareholder
    approvals required under the Listing Rules or the Corporations Act for the Company to effect the Contemplated Transactions
    and issue any Securities to the Investor under the Contemplated Transactions.
	 	 	 	 
	 	(b)	Nothing
    in clause 10.7(a) shall oblige the Company to procure the Nominated Shareholders to enter into an agreement where such agreement
    would be contrary to or prohibited by the Listing Rules or the Corporations Act.
	 	 	 
	 	(c)	The
    Company represents and warrants to the Investor that before entering into this Agreement, the Company has been advised by
    each of its directors that he or she intends:
	 	 	 	 
	 	 	(i)	to
    recommend the Contemplated Transactions to the Company’s shareholders; and
	 	 	 	 
	 	 	(ii)	to
    vote in favour of the Contemplated Transactions in respect of all Shares held by the director or any associate of the director.
	 	 	 	 
	10.8	Currency
    of payments
	 	 	 	 
	 	For
    the avoidance of doubt:
	 	 
	 	(a)	all
    payments to be made under this Agreement in Immediately Available Funds are to be made in US$; and
	 	 	 	 
	 	(b)	if
    any payment to be made under this Agreement is to be satisfied or is elected to be satisfied (as the case may be) by way of
    the issue of Shares, the amount of the payment will be converted from US$ into AU$ in accordance with the currency conversion
    rate published by the Reserve Bank of Australia the day before the issue of the Shares.
	 	 	 	 
	11	Participation
    Right
	 	 	 	 
	 	(a)	The
    Company agrees that for the period from the date of this Agreement until 3 years after the First Closing (Participation
    Period), the Investor shall have the right (but not the obligation) to participate in any Financing undertaken by the
    Company on the terms set out in this clause 11.
	 	 	 	 
	 	(b)	During
    the Participation Period the Company will not, directly or indirectly, effect any Financing unless the Company has first complied
    with this clause 11.
	 	 	 	 
	 	(c)	The
    Company shall deliver to the Investor an irrevocable written notice (the Offer Notice) of any proposed or intended
    Financing (the Offer) of the Securities or rights to acquire Securities being offered (the Offered Securities)
    in a Subsequent Placement, which Offer Notice shall:
	 	 	 	 
	 	 	(i)	identify
    and describe the Offered Securities;
	 	 	 	 
	 	 	(ii)	describe
    the anticipated price and other material terms upon which they are to be issued, sold or exchanged, and the number or amount
    of the Offered Securities to be issued, sold or exchanged;
	 	 	 	 
	 	 	(iii)	identify
    the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged;
    and





 






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	 	 	(iv)	offer
    to issue and sell to or exchange with the Investors at least fifty percent (50%) of the Offered Securities (the Investor’s
    Portion).
	 	 	 	 
	 	(d)	The
    Company shall promptly notify the Investor of any changes to the anticipated price and other material terms of the Offered
    Securities after the Offer Notice is sent and the Company shall provide the Investor reasonable notice (which shall not be
    less than 2 Trading Days) of the final price (or formula) and other material terms of the Offered Securities before the Investor
    is required to provide the Company any notice of their election to accept such Offer pursuant to clause 11(e).
	 	 	 	 
	 	(e)	To
    accept an Offer, in whole or in part, the Investor must deliver a written notice (Acceptance Notice) to the Company
    prior to the end of the 5th Business Day after the Investor’s receipt of the Offer Notice (the Offer Period).
	 	 	 	 
	 	(f)	An
    Acceptance Notice must set out the portion of the Investor’s Portion that the Investor elects to purchase.
	 	 	 	 
	 	(g)	Notwithstanding
    anything to the contrary in this Agreement, if the Company desires to modify or amend the terms and conditions of the Offer,
    in any material respect, prior to the expiration of the Offer Period, the Company must deliver to the Investor a new Offer
    Notice and the Offer Period shall expire on the second (2nd) Business Day after the expiry of the period determined under
    clause 11(e).
	 	 	 	 
	 	(h)	The
    Company shall have fifteen (15) Business Days from the expiration of the Offer Period above to:
	 	 	 	 
	 	 	(i)	offer,
    issue, sell or exchange all or any part of such Offered Securities as to which an Acceptance Notice has not been given by
    the Investor (the Refused Securities) pursuant to a definitive agreement (the Subsequent Placement Agreement),
    but only to the offerees described in the Offer Notice and only upon terms and conditions that are not more favourable to
    the acquiring Person or Persons or less favourable to the Company than those set out in the Offer Notice; and
	 	 	 	 
	 	 	(ii)	complete
    the transactions contemplated by such Subsequent Placement Agreement.
	 	 	 	 
	 	(i)	In
    the event the Company shall propose to offer, issue, sell or exchange less than all the Refused Securities, then the Investor
    may, in its sole discretion, reduce the number of the Offered Securities specified in its Acceptance Notice to an amount that
    shall be in the same proportion to the number of the Offered Securities offered, issued, sold or exchanged by the Company
    under the Subsequent Placement.
	 	 	 	 
	 	(j)	Upon
    the later of:
	 	 	 
	 	 	(i)	the
    closing of the issuance, sale or exchange of Offered Securities; or
	 	 	 	 
	 	 	(ii)	15
    Business Days after the expiration of the Offer Period,
	 	 	 	 
	 	 	the
    Investor shall acquire from the Company, and the Company shall issue to the Investor, the number of Offered Securities specified
    in the Acceptance Notice, as reduced pursuant to clause 11(i), upon the terms and conditions specified in the Offer.
	 	 	 	 
	 	(k)	The
    purchase by the Investor of any Offered Securities is subject to the preparation, execution and delivery by the Company and
    the Investor of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to
    the Investor and their counsel provided that the issue price and the completion date for the Offered Securities shall be as
    set out in the Offer Notice or as otherwise agreed by the Investor and the Company.
	 	 	 	 
	 	(l)	Any
    Offered Securities not acquired by the Investor or other persons in accordance with this clause 11 may not be offered, issued,
    sold or exchanged until they are again offered to the Investor under the procedures specified in this clause 11.


 




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	 	(m)	The
    Company and the Investor agree that if the Investor elects to participate in an Offer, the Buyer shall not be required to
    agree to any restrictions in trading as to any securities of the Company owned by the Investor.
	 	 	 	 
	 	(n)	For
    the purposes of this clause 11, Financing shall mean any direct or indirect issuance, sale or disposal of any Security in
    the Company or right to acquire or subscribe for a Security in the Company, whether by way of an
	 	 	 	 
	 	 	(i)	equity
    raising;
	 	 	 	 
	 	 	(ii)	debt
    raising;
	 	 	 	 
	 	 	(iii)	fundraising
    by way of any convertible instrument;
	 	 	 	 
	 	 	(iv)	any
    other fundraising undertaken by the Company,
	 	 	 	 
	 	 	but
    shall exclude any pro-rata offer to the then existing holders of Shares.
	 	 	 	 
	12	Shareholding
    Limitation
	 	 	 	 
	 	(a)	The
    Investor shall not be required by the Company to accept or be issued Amortisation Shares or Conversion Shares to the extent
    that the number of Investor’s Shares to be issued as a result of that Amortisation or Conversion would be greater than
    the Market Capitalisation Amount, unless the Investor gives its written consent (such consent to be given or withheld in the
    Investor’s sole and unfettered discretion and on any conditions determined by the Investor).
	 	 	 	 
	 	(b)	Notwithstanding
    any other provision of this Agreement, if an issue of Shares pursuant to this Agreement (Postponed Shares) would cause
    the voting power in the Company of the Investor and its associates (as defined in the Corporations Act) (Relevant Interest)
    to exceed 4.99%, the issue of the Shares will be postponed until such time as the Investor (and/or its associates) Relevant
    Interests are reduced to allow for issue of the Postponed Shares (or any of them) to occur without the Relevant Interest exceeding
    4.99%, unless the Investor gives its prior written consent to the issue of the Postponed Shares (which may be given or withheld
    in the Investor’s sole and unfettered discretion and on any conditions determined by the Investor) to the Company from
    time to time in respect of a nominated Closing, Amortisation or Conversion or issue of Collateral Shares. Where an issue of
    Shares is postponed by operation of this clause, the Obligations of the Company to issue the Postponed Shares shall be postponed
    until the earlier of:
	 	 	 	 
	 	 	(i)	the
    issue of Postponed Shares would not cause the Relevant Interest of the Investor to exceed 4.99% voting power in the Company
    of the Investor; and
	 	 	 	 
	 	 	(ii)	the
    Investor giving written consent to the issue of the Postponed Shares
	 	 	 	 
	 	(c)	The
    Investor may at any time require the Company to issue some or all Postponed Shares to the Investor by written notice to the
    Company (Called Shares) and within 1 Trading Day of receipt of such notice, the Company shall issue the Called Shares
    to the Investor.
	 	 	 	 
	 	(d)	If
    at any time while there are Postponed Shares which have not been issued to the Investor an Equity Condition Failure (other
    than that the issue of Postponed Shares would cause the Relevant Interest of the Investor to exceed 4.99% voting power in
    the Company of the Investor or connected with or arising from the issue of the Postponed Shares being postponed upon written
    instruction by the Investor) occurs, the Investor may by written notice to the Company (Payment Notice), elect that
    clause 12(e) shall apply.





 






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	 	(e)	In
    the event that the Investor issues a Payment Notice, the Company shall pay to the Investor in Immediately Available Funds
    within 3 Trading Days of the date of the Payment Notice:
	 	 	 	 	 	 
	 	 	(i)	in
    the case of an Amortisation (including without limitation any Acceleration Amount):
	 	 	 	 
	 	 	 	(A)	an
    amount per Amortisation Pre-Delivery Share that would have been issuable pursuant to clause 5.2(c) if this clause 12 was not
    of effect equal to the highest VWAP for a Trading Day in the period used for calculation of the Amortisation Pre-Delivery
    VWAP in respect of the Amortisation Period in which the Payment Notice was issued; and
	 	 	 	 	 	 
	 	 	 	(B)	an
    amount per Amortisation True-Up Share that would have been issuable pursuant to clause 5.2(d) if this clause 12 was not of
    effect equal to the highest VWAP for a Trading Day in the period used for calculation of the Amortisation Price in respect
    of the Amortisation Period in which the Payment Notice was issued; or
	 	 	 	 	 	 
	 	 	(ii)	in
    the case of a Conversion, an amount per Share or Conversion Share that would have been issuable upon such Conversion if this
    clause 12 was not of effect equal to the highest VWAP for a Trading Day in the 3 Trading Days immediately following the date
    of the Conversion Notice.
	 	 	 	 	 	 
	 	 	For
    the avoidance of doubt, any reference in this clause 12(e) to Amortisation Pre- delivery Shares or Amortisation True-up Shares
    shall include any Shares to be issued pursuant to an Acceleration Notice.
	 	 	 	 	 	 
	 	(f)	Upon
    a written or verbal request of the Company, the Investor shall, within 2 Business Days, confirm verbally and in writing to
    the Company its Relevant Interest as of the date of the request.
	 	 	 	 	 	 
	13	Closing,
    Amortisation and Conversion
	 	 	 	 	 	 
	13.1	Closing
    Date
	 	 	 	 	 	 
	 	In
    the event that there is a public holiday in New York City or Melbourne (Victoria) at any time within five Business Days prior
    to the relevant Closing Date, the Closing Date shall automatically be extended by the number of days equal to the number of
    days of the relevant public holiday, however, if the extended Closing Date does not fall on a Business Day, the Closing Date
    will be deemed to be further extended to the next Business Day.
	 	 	 	 	 	 
	13.2	Actions
    on Closing, Amortisation and Conversion
	 	 	 	 	 	 
	 	(a)	Subject
    to the Conditions applicable to the respective Closing Date having been fulfilled (or waived by the Investor):
	 	 	 	 	 	 
	 	 	(i)	on
    the respective Closing Date, the Investor must:
	 	 	 	 
	 	 	 	(A)	in
    respect of the First Closing:
	 	 	 	 	 	 
	 	 	 	 	(I)	subscribe
    for the Convertible Security A, by payment of the Investment Amount in respect of Convertible Security A to the Bank Account
    before 10.00am on the Closing Date; and
	 	 	 	 	 	 
	 	 	 	 	(II)	apply
    for the relevant Collateral Shares; and
	 	 	 	 	 	 
	 	 	 	 	(III)	execute
    and deliver the Option Deed;
	 	 	 	 	 	 
	 	 	 	(B)	in
    respect of each Closing Date after First Closing, subject to clause 2.1(b) subscribe for the relevant Convertible Security,
    by payment of the Investment Amount in respect of Convertible Security to the Bank Account before 10.00am on the Closing Date;
	 	 	 	 	 	 
	 	 	 	(C)	in
    respect of the exercise of an Option, pay the relevant exercise price in accordance with the Option Deed;





 






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	 	 	 	(D)	if
    the allottee of the Securities is a nominee of the Investor and is not an existing member of the Company, provide to the Company
    a written consent from the allottee:
	 	 	 	 	 	 
	 	 	 	 	(I)	consenting
    to the issue of the Securities to it;
	 	 	 	 	 	 
	 	 	 	 	(II)	in
    respect of any Investor’s Shares consenting to become a member of the Company; and
	 	 	 	 	 	 
	 	 	 	 	(III)	agreeing
    to be bound by the Constitution on the issue of any Investor’s Shares to it;
	 	 	 	 	 	 
	 	 	(ii)	within
    2 Business Days before, or on, the respective Closing Date, unless it has issued or issues a Disclosure Document in respect
    of the relevant Covered Securities, the Company must issue a Cleansing Statement in respect of the Convertible Securities
    and the Amortisation Shares or Conversion Shares to be issued pursuant to the Convertible Securities;
	 	 	 	 	 	 
	 	 	(iii)	on
    the respective Closing Date, the Company must:
	 	 	 	 
	 	 	 	(A)	in
    respect of the First Closing:
	 	 	 	 	 	 
	 	 	 	 	(I)	issue
    the Convertible Security A and the relevant Collateral Shares to the Investor or its nominee; and
	 	 	 	 	 	 
	 	 	 	 	(II)	execute
    and deliver the Option Deed;
	 	 	 	 	 	 
	 	 	 	(B)	in
    respect of all subsequent Closing issue the respective Convertible Securities to the Investor or its nominee;
	 	 	 	 	 
	 	 	 	(C)	in
    respect of an Amortisation or Conversion,(other than where Collateral Shares are capitalised), issue of Collateral Shares
    or issue of Shares upon exercise of an Option, issue and Electronically Deliver, or procure its share registry to do so, the
    Amortisation Shares or Conversion Shares to the Investor or its nominee;
	 	 	 	 	 	 
	 	 	 	(D)	if
    on the Closing Date Investor Shares will be issued:
	 	 	 	 	 
	 	 	 	 	(I)	that
    have not previously been the subject of a Cleansing Statement pursuant to clause 13.2(a)(ii); or
	 	 	 	 	 	 
	 	 	 	 	(II)	that
    will not be issued pursuant to a Disclosure Document which remains open as at the Closing Date,
	 	 	 	 	 	 
	 	 	 	 	lodge
    with ASX a Cleansing Statement on the respective Closing Date or lodge with ASIC a Disclosure Document in accordance with
    clause 13.2(d);
	 	 	 	 	 	 
	 	 	 	(E)	lodge
    with ASX an application for quotation in respect of the Investor’s Shares and pay any fees or other costs associated
    with it; and
	 	 	 	 	 	 
	 	 	 	(F)	provide
    the Investor a confirmation statement from the Company’s share registry evidencing the allotment and issue of the Investor’s
    Shares on the Closing Date.
	 	 	 	 	 	 
	 	(b)	In
    respect of a Closing, in the event that:
	 	 	 
	 	 	(i)	the
    Investor has provided to the Company, before 10.00am on the Closing Date, written confirmation of the Investor’s instructions
    to transfer to the Bank Account the Investment Amount pursuant to and in accordance with clause 13.2(a)(i)(A); and
	 	 	 	 	 	 
	 	 	(ii)	the
    Investment Amount is not received before 10.00am on the Closing Date, the Closing Date shall be automatically deemed to be
    extended to:





 






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	 	 	(iii)	if
    the Investment Amount is received by the Company before 10.00am on a Business Day, that Business Day; or
	 	 	 	 
	 	 	(iv)	if
    the Investment Amount is received by the Company after 10am on a Business Day or on a day that is not a Business Day, the
    next Business Day,
	 	 	 	 
	 	 	provided
    that such extension of the Closing Date shall not be any greater than 3 Business Days.
	 	 	 	 
	 	(c)	The
    obligations of the Investor and the Company on each Closing Date are interdependent. Settlement is conditional on, and will
    not be taken to have occurred, until the parties have complied with all of their respective obligations under this clause
    13.2.
	 	 	 	 
	 	(d)	If
    for any reason the Company reasonably believes it will not be able to lodge a Cleansing Statement with ASX in accordance with
    clause 13.2(a)(ii) or clause 13.2(a)(iii)(D) (and such a Cleansing Statement is required for the applicable Covered Securities
    to be able to be sold without further disclosure under Part 6D.2 of the Corporations Act), the Company must (if it has not
    already done so), before the respective Closing Date, lodge with ASIC a Disclosure Document pursuant to which the Covered
    Securities to be issued by the Company on the respective Closing Date will be issued by the Company and the Company will take
    all necessary steps to ensure that section 707 of the Corporations Act (other than Section 707(3)(b)(ii)) does not apply to
    restrict the secondary trading of any of those Covered Securities.
	 	 	 	 
	13.3	Actions
    after Closing, Amortisation or Conversion
	 	 
	 	(a)	The
    Company must use its best endeavours to obtain a grant of quotation from ASX for the Investor’s Shares within three
    Trading Days after the relevant Closing Date, including complying with any reasonable condition required by ASX as a condition
    of it granting quotation.
	 	 	 	 
	 	(b)	No
    later than on the Trading Day on which the ASX grants quotation of the Investor’s Shares, the Company shall provide
    the Investor with documentary evidence of the ASX having granted such quotation.
	 	 	 	 
	 	(c)	No
    later than two Trading Days after the relevant Closing Date, the Company must cause its share registry to deliver to the Investor
    or the allottee of the Investor’s Shares:
	 	 	 	 
	 	 	(i)	a
    holding statement evidencing the allotment and issue of the Investor’s Shares on the relevant Closing Date (or if the
    Investor’s Shares are held on the CHESS subregister, cause ASX Settlements Pty Ltd to issue such a holding statement);
	 	 	 	 
	 	 	(ii)	provide
    the Investor with a Convertible Security Certificate in respect of any Convertible Security issued on a Closing, on the Closing
    Date;
	 	 	 	 
	 	 	(iii)	update
    the Register of the Convertible Security to record the issue of the Convertible Security; and
	 	 	 	 
	 	 	(iv)	details
    of all necessary identification numbers and other information necessary to enable the allottee to deal immediately with the
    issued Securities.
	 	 	 	 
	 	(d)	The
    Company requests, authorises and directs the Investor to withhold from the Investment Amount (as described in sub-clause (a)
    or (b) of the definition of Investment Amount) all monies:
	 	 	 	 
	 	 	(i)	payable
    under clause 20 (Taxes); and
	 	 	 	 
	 	 	(ii)	which
                                         the Investor has paid or is required to pay to third parties for which the Company is
                                         responsible pursuant to clause 25.14 (Transaction Costs), and to pay those monies
                                         directly to the Investor or its nominee. 






 






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	14	Company
    Acknowledgement
	 	 	 	 
	14.1	Dilution
	 	 	 	 
	 	(a)	The
    Company acknowledges that the number of Shares issuable as a result of the Contemplated Transactions occurring pursuant to
    this Agreement may increase in certain circumstances including the circumstance in which the trading price of the Shares declines
    during the Term.
	 	 	 	 
	 	(b)	The
    Company’s executive officers and directors have carefully considered and warrant that they fully understand the nature
    of the transactions contemplated by this Agreement and acknowledge that it may potentially result in having a dilutionary
    effect on its existing shareholders.
	 	 	 	 
	14.2	Buyer’s
    Trading Activity:
	 	 	 	 
	 	(a)	The
    Company acknowledges and agrees that, subject to clause 14.2(c):
	 	 	 	 
	 	 	(i)	the
    Investor has not been asked to agree, nor has the Investor agreed, to desist from purchasing or selling, long and/or short,
    securities of the Company, or ‘derivative’ securities based on securities issued by the Company or to hold the
    Securities for any specified term;
	 	 	 	 
	 	 	(ii)	the
    Investor, and counter-parties in ‘derivative’ transactions to which the Investor is a party, directly or indirectly,
    presently may have a ‘short’ position in the Shares; and
	 	 	 	 
	 	 	(iii)	the
    Investor shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any ‘derivative’
    transaction.
	 	 	 	 
	 	(b)	The
    Company further understands and acknowledges that, subject to clause 14.2(c), the Investor may engage in hedging and/or trading
    activities at various times during the period that the Convertible Securities are outstanding, including, without limitation,
    during the periods that the value of the Conversion Shares are being determined, and such hedging and/or trading activities,
    if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time
    the hedging and/or trading activities are being conducted. The Company acknowledges that, subject to clause 14.2(c), such
    aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Convertible Securities,
    or any of the Transaction Documents.
	 	 	 	 
	 	(c)	The
    Investor agrees that, subject to clause 14.2(d), the Investor:
	 	 	 
	 	 	(i)	shall
    not, after the Closing Date for the First Closing create a ‘short’ position in the Shares; or
	 	 	 	 
	 	 	(ii)	may
    sell Collateral Shares as ‘long’ sales that are pursuant to a Conversion Notice issued or other circumstances
    pursuant to clauses 5.2, 5.3 and 6.
	 	 	 	 
	 	(d)	Notwithstanding
    anything to the contrary, clause 14.2(c) shall cease to apply upon the earlier of:
	 	 	 	 
	 	 	(i)	the
    occurrence of an Event of Default and for the avoidance of doubt, clause 14.2(c) shall not apply at any time after an Event
    of Default notwithstanding that the Event of Default may be remedied;
	 	 	 	 
	 	 	(ii)	the
    Maturity Date; and
	 	 	 	 
	 	 	(iii)	the
    Investor ceasing to hold any Convertible Securities.





 






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	15	Representations
    and Warranties by the Company
	 	 	 	 
	15.1	Representations
    and Warranties
	 	 	 	 
	 	The
    Company represents and warrants to the Investor, on the Execution Date, each Closing Date, on each date that any Covered Security
    is issued, and where qualified by an express reference to the representation or the warranty being given on a particular other
    date or dates, on that date or dates, that the following are true and correct and not misleading, including by omission:
	 	 	 	 
	 	(a)	(Authorisation)
    (subject to the Company obtaining Shareholder Approvals and issuing Cleansing Statements and/or Disclosure Documents and doing
    (or refraining from doing) other acts as provided for in this Agreement, and to no obligation to issue any tranche of Convertible
    Securities after the First Closing arising unless and until the Company delivers a Funding Notice for that tranche of Convertible
    Securities and the Conditions for the Subsequent Closing are fulfilled or satisfied), he Company has full power and authority
    to, has taken all action necessary, and has caused its officers, directors and security holders, to take all action necessary
    to:
	 	 	 	 
	 	 	(i)	enter
    into, authorise, execute and deliver the Transaction Documents, including obtaining any Shareholder Approval required for
    the issue of the Securities prior to their issue; and
	 	 	 	 
	 	 	(ii)	enter
    into, and authorise the performance of, all obligations of the Company as and when required under the Transaction Documents
    and the Contemplated Transactions, including issuing the Securities,
	 	 	 	 
	 	 	and
    no further action is required by the Company, its officers, its board of directors, or its security holders in connection
    with the Transaction Documents or the relevant Contemplated Transactions.
	 	 	 	 
	 	(b)	(Securities)
    For the purposes of the Listing Rules:
	 	 	 	 
	 	 	(i)	the
    Company’s Appendix 3B dated 30 August 2019 accurately describes the number and type of securities on issue by the Company
    (only) as at the Execution Date, save that the convertible notes identified in the Appendix 3B are unsecured; and
	 	 	 	 
	 	 	(ii)	as
    at the Execution Date, the Company has capacity to issue or agree to issue up to 145,785,292 additional Equity Securities
    under its placement capacities under Listing Rules 7.1 and 7.1A.
	 	 	 	 
	 	(c)	(Binding
    obligations) Each Transaction Document constitutes a legal, valid and binding obligation of the Company, enforceable against
    the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium
    and similar laws of general applicability, relating to or affecting creditors’ rights generally.
	 	 	 	 
	 	(d)	(Organisation,
    good standing and qualification)
	 	 	 	 
	 	 	(i)	Each
    of the Company and its Subsidiaries is an entity duly organised and validly existing under the laws of the jurisdiction of
    its place of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and
    to own its properties (each, Corporate Power).
	 	 	 	 
	 	 	(ii)	Each
    of the Company and its Subsidiaries is duly qualified and authorised to do business and is in good standing in each jurisdiction
    in which the conduct of its business or its ownership of property makes such qualification necessary, except where the failure
    to be so qualified would not have a material adverse effect on the Company’s or such Subsidiary’s business.





 






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	 	 	(iii)	No
    proceeding has been instituted in any jurisdiction seeking to revoke, limit or curtail any power, authority or qualification
    referred to in subclauses 15.1(d)(i) and 15.1(d)(ii).
	 	 	 	 	 
	 	 	(iv)	Neither
    the Company nor any Subsidiary is in violation or default of any of the provisions of their respective constitution, shareholders’
    agreement, certificate or articles of incorporation, bylaws or other organisational or charter documents.
	 	 	 	 	 
	 	(e)	(Security
    structure)
	 	 	 	 	 
	 	 	(i)	No
    person is entitled, or (other than vexatious or frivolous proceedings or claims) purports to be entitled, to any right of
    first refusal, pre-emptive right, right of participation, or any similar right, to participate in the Contemplated Transactions
    or otherwise with respect to any securities of the Company.
	 	 	 	 	 
	 	 	(ii)	The
    Company has not granted any Security Interest with respect to any indebtedness or other equity of the Company or its Subsidiaries
    that is not disclosed on the Personal Property Security Register.
	 	 	 	 	 
	 	 	(iii)	The
    issuance and sale of any of the Securities will not obligate the Company to issue Shares or other securities to any other
    person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding security.
	 	 	 	 	 
	 	 	(iv)	Except
    as described in Part A and Part D of Schedule 1 or as otherwise contemplated by this Agreement:
	 	 	 	 	 
	 	 	 	(A)	there
    are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character
    under which the Company or any Subsidiary is, or may be, obligated to issue any equity or equity-linked securities of any
    kind; and
	 	 	 	 	 
	 	 	 	(B)	there
    are no voting, buy-sell, outstanding or authorised stock appreciation, right of first purchase, phantom stock, profit participation
    or equity-based compensation agreements, options or arrangements, or like rights relating to the securities of the Company
    or any Subsidiaries or agreements of any kind among the Company or any Subsidiary and any person; and
	 	 	 	 	 
	 	 	 	(C)	as
    of the Execution Date, there is no indebtedness or other equity of the Company that is senior to, or pari passu with, the
    Convertible Security in right of payment, whether with respect to interest or upon Insolvency Event or dissolution, or otherwise.
	 	 	 	 	 
	 	(f)	(Valid
    issuance) (subject to the Company obtaining Shareholder Approvals and issuing Cleansing Statements and/or Disclosure Documents
    and doing (or refraining from doing) other acts as provided for in this Agreement, and to no obligation to issue any tranche
    of Convertible Securities after the First Closing arising unless and until the Company delivers a Funding Notice for that
    tranche of Convertible Securities and the Conditions for the Subsequent Closing are fulfilled or satisfied), when issued pursuant
    to this Agreement, all Investor’s Shares will:
	 	 	 	 	 
	 	 	(i)	be
    validly issued and fully paid;
	 	 	 	 	 
	 	 	(ii)	be
    able to be held (whether as custodian or otherwise) by any custodian, prime broker or other nominee or investor who invests
    in or otherwise subscribes for or holds interests in (whether directly or indirectly) the Investor free and clear of all Encumbrances
    and restrictions, except for restrictions on transfer imposed by applicable laws and will be issued in full compliance with
    applicable securities laws and all rights of third parties;
	 	 	 	 	 
	 	 	(iii)	be
    capable of quotation by ASX; and





 



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	 	 	(iv)	rank
    equally with all existing Shares on and from the date of issue in respect of all rights issues, bonus share issues and dividends
    which have a record date for determining entitlements on or after the date of issue of those Investor’s Shares.
	 	 	 	 	 
	 	(g)	(Consents)
    The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the
    Securities (except as expressly stipulated in this Agreement as required in the future under the circumstances under which
    they are expressly stipulated under the Agreement to be required), require no waivers of the Listing Rules by the ASX, or
    any consent of, action by or in respect of, or filing with, any Government Body, or any other person other than:
	 	 	 	 	 
	 	 	(i)	lodgement
    of a Cleansing Statement with the ASX, or lodgement of a Disclosure Document with ASIC, where applicable;
	 	 	(ii)	disclosure
    of the entry into the Agreement to the ASX;
	 	 	 	 	 
	 	 	(iii)	Shareholder
    Approvals as required under this Agreement; and
	 	 	 	 	 
	 	 	(iv)	applications
    to the ASX for the quotation of the Investor’s Shares for trading in the time and manner required.
	 	 	 	 	 
	 	(h)	(Regulatory
    issues)
	 	 	 	 	 
	 	 	(i)	No
    stop order, trading halt, suspension of trading, cessation of quotation, or removal of the Company or the Shares from ASX’s
    Official List has been requested by the Company or imposed by ASIC, the ASX, or any other Government Body or regulatory body
    with respect to public trading in the Shares on the ASX that would impede the ability of the Company to issue a Cleansing
    Statement (unless a prior Cleansing Statement or Disclosure Document in respect of the relevant Covered Securities has been
    issued, or a Disclosure Document in respect of those Covered Securities is or is to be issued as provide for in this Agreement),
    or otherwise prevent the Investor from trading Investor’s Shares on ASX for a period of two Trading Days or more.
	 	 	 	 
	 	 	(ii)	There
    is no fact or circumstance that may cause the Company to request, or ASIC, the ASX, or any other Government Body to impose,
    any stop order, trading halt, suspension of trading, cessation of quotation, or removal of the Company or the Shares from
    ASX’s Official List.
	 	 	 	 	 
	 	(i)	(No
    conflict, breach, violation or default) The execution and delivery of, and the performance of the terms of, the Transaction
    Documents by the Company, and the issuance by the Company of any of the Securities will not:
	 	 	 	 	 
	 	 	(i)	result
    in the creation of any Encumbrance in respect of any property of the Company or any of its Subsidiaries; or
	 	 	 	 	 
	 	 	(ii)	violate,
    conflict with, result in a breach of any provision of, require any notice or consent under (other than Shareholder Approvals
    as required under this Agreement), constitute a default under, result in the termination of, or in a right of termination
    or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations
    pursuant to, any of the terms, conditions or provisions of:
	 	 	 	 	 
	 	 	 	(A)	the
    Company’s constitution as in effect on the date of this Agreement;
	 	 	 	 	 
	 	 	 	(B)	any
    Law (including the Listing Rules), Authorisation, or order of any court, domestic or foreign, having jurisdiction over the
    Company, any Subsidiary, or any of their respective assets or properties; or
	 	 	 	 	 
	 	 	 	(C)	any
                                         material agreement or instrument to which the Company or any Subsidiary is a Party or
                                         by which the Company or a Subsidiary is bound or to which any of their respective assets
                                         or properties is subject (or render any such agreement or instrument voidable or without
                                         further effect). 






 






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	 	(j)	(No
    Material Adverse Effect) Since 22 June 2019 there has been no event or condition that has had or may have, a Material
    Adverse Effect.
	 	 	 
	 	(k)	(Liabilities
    and Leakage) As at the Execution Date, since the date of the Company’s latest audited financial statements, except
    as described in Part A and Part D of Schedule 1 or as otherwise contemplated by this Agreement:
	 	 	 	 	 
	 	 	(i)	the
    Company has not incurred any indebtedness or liabilities (contingent or otherwise) other than:
	 	 	 	 	 
	 	 	 	(A)	trade
    payables and accrued expenses incurred in the ordinary course of business consistent with past practice; and
	 	 	 	 	 
	 	 	 	(B)	liabilities
    not required to be reflected in the Company’s financial statements pursuant to the financial standards pursuant to which
    such financial statements are prepared, or required to be disclosed in the Company’s public filings;
	 	 	 	 	 
	 	 	(ii)	the
    Company has not altered its method of accounting; and
	 	 	 	 	 
	 	 	(iii)	the
    Company has not declared or made any dividend or distribution of cash or other property to its shareholders, or purchased,
    redeemed or made any agreements to purchase or redeem any shares of its capital stock.
	 	 	 	 	 
	 	(l)	(Litigation)
	 	 	 	 	 
	 	 	(i)	Except
    as set out in Part B of Schedule 1 and other than vexatious or frivolous proceedings or claims, there are no pending actions,
    suits or proceedings against or affecting the Company, its Subsidiaries or any of its or their properties, that if successful
    could entitle a third party to, or to control, any securities of the Company or to prohibit any issue securities of the Company
    or that could cause an Event of Default or an Insolvency Event or result in creating or accruing a liability for the Company
    in excess of A$200,000 (and for the avoidance of doubt, includes cash and any other form of liability) and to the Company’s
    knowledge, no such actions, suits or proceedings are threatened or contemplated.
	 	 	 	 
	 	 	(ii)	To
    the best knowledge of the Company, neither the Company nor any Subsidiary, nor any director or officer of the Company nor
    any Subsidiary, is or has been the subject of any action, suit, proceeding, or investigation involving a claim of violation
    of or liability under securities laws or a claim of breach of fiduciary duty.
	 	 	 	 	 
	 	 	(iii)	There
    has not been, and to the knowledge of the Company there is no, pending or contemplated investigation by any Government Body
    involving the Company or any Subsidiary or any current or former director or officer of the Company or any Subsidiary.
	 	 	 	 	 
	 	(m)	(Compliance)
    Except as set out in Part C of Schedule 1, neither the Company nor any Subsidiary:
	 	 	 	 	 
	 	 	(i)	is
    in material default under, or in material violation of (and no event has occurred that has not been waived that, with notice
    or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary
    received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
    or any other agreement or instrument (including any Authorisation) to which it is a Party or by which it or any of its properties
    is bound (whether or not such default or violation has been waived);





 






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	 	 	(ii)	is
    in violation of any order of any court, arbitrator or Government Body; or
	 	 	 	 
	 	 	(iii)	is
    or has been in violation of any Law.
	 	 	 	 	 
	 	(n)	(Tax
    returns) Without limiting anything else in this Agreement, the Company has filed, or caused to be filed, in a timely manner,
    all tax returns, business activity statements and other tax filings which were required to be filed by the Execution Date
    under applicable Tax law, and has paid all Taxes that became due and payable by it on or before the Execution Date when those
    Taxes became due and payable. No claims have been, or are reasonably likely to be, asserted against it with respect to those
    filings or payment of Taxes that, if adversely determined, would have the potential to have a Material Adverse Effect.
	 	 	 
	 	(o)	(Disclosures)
	 	 	 	 	 
	 	 	(i)	The
    materials delivered, and statements made, by the Company and its representatives to the Investor in connection with the Contemplated
    Transactions (the Materials) do not:
	 	 	 	 	 
	 	 	 	(A)	contain
    any untrue statement of a material fact or misleading statement; or
	 	 	 	 	 
	 	 	 	(B)	omit
    to state a material fact necessary in order to make the statements contained in those Materials, in light of the circumstances
    under which they were made, not misleading.
	 	 	 	 	 
	 	 	(ii)	The
    Company has disclosed to the Investor in writing all facts relating to the Company, its business, the Transaction Documents,
    the Contemplated Transactions, and all other matters which are material to the assessment of the nature and amount of the
    risk inherent in an investment in the Company.
	 	 	 	 	 
	 	(p)	(Solvency)
    No Insolvency Event has been suffered or incurred by the Company or its Subsidiaries.
	 	 	 
	 	(q)	(Law)
    The Company is in compliance with the Listing Rules and the Corporations Act, and no fact exists which may result in the Company
    not complying with the Listing Rules or the Corporations Act.
	 	 	 
	 	(r)	(Entitlement
    to rely on disclosure exemption) As of each date on which the Company issues a Cleansing Statement under this Agreement
    (each, a Cleansing Statement Date) the Company and the Investor are entitled to rely on the sale offer exemption under
    section 708A(5) of the Corporations Act in respect of the Investor’s Shares.
	 	 	 
	 	(s)	(Section
    713(6) of the Corporations Act) ASIC has not made a determination in relation to the Company under section 713(6) of the
    Corporations Act.
	 	 	 
	 	(t)	(Non-public
    information) Neither the Company nor any person acting on its behalf has provided the Investor or its agents, representatives
    or counsel with any inside information (as defined in the Corporations Act) or any material non-public information, and to
    the Company’s knowledge, the Investor does not possess any inside information or material non-public information (and,
    to the extent this warranty is breached, the Company must immediately release the relevant inside information to the market).
	 	 	 
	 	(u)	(Prohibited
    Transactions) The Company has not entered or agreed to enter into a Prohibited Transaction (other than the Approved Agreements).
	 	 	 
	 	(v)	(Absence
    of Events of Default) No Event of Default and no event which, with notice, lapse of time or both, would constitute an
    Event of Default, not previously notified to the Investor by the Company in accordance with this Agreement has occurred and
    is continuing.


 




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	 	(w)	(Excluded
    Information) As at the Execution Date, subject to announcing the entry into this Agreement as provided for in this Agreement
    the Company has no information that has not been told to the ASX in accordance with Listing Rule 3.1A.
	 	 	 
	 	(x)	(Self-reliance)
    The Company’s decision to enter into this Agreement has been based solely on its own evaluation of the Contemplated
    Transactions. The Company has been represented and advised by advisors of their own choice, including financial advisors,
    tax advisors and legal counsel, who have assisted the Company in understanding and evaluating the risks and merits associated
    with the Contemplated Transactions.
	 	 	 
	 	(y)	(Brokers
    and finders) Other than as set out in this Agreement or the Option Deed, no person will have, as a result of the Contemplated
    Transactions, any valid right, interest or claim against or upon the Company, any Subsidiary or an Investor for any commission,
    fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.
	 	 	 
	 	(z)	(U.S.
    compliance):
	 	 	 	 	 
	 	 	(i)	(No
    general solicitation) Neither the Company nor to its knowledge, any person acting on its behalf, has conducted any general
    solicitation or general advertising (as those terms are used in Regulation D under the United States Securities Act of
    1933, as amended (the Securities Act)), in connection with the offer or sale of any security of the Company.
	 	 	 	 
	 	 	(ii)	(No
    integrated offering) Neither the Company nor any of its Affiliates, nor any person acting on its or their behalf has,
    directly or indirectly, sold, offered for sale or solicited offers to buy or otherwise negotiated in respect of any security,
    in a manner, or under circumstances, that:
	 	 	 	 	 
	 	 	 	(A)	would
    adversely affect reliance by the Company on the provisions of Rule 506 of Regulation D under the Securities Act for the exemption
    from registration for the Contemplated Transactions;
	 	 	 	 	 
	 	 	 	(B)	would
    require registration of the sale of the Securities under the Securities Act; or
	 	 	 	 	 
	 	 	 	(C)	would
    cause such offer or solicitation to be deemed integrated with the offering of the Securities, whether under the Listing Rules,
    the Securities Act, or otherwise.
	 	 	 	 	 
	 	 	(iii)	(Private
    placement) The offer and sale of the Securities to the Investor, as contemplated by this Agreement, is exempt from:
	 	 	 	 	 
	 	 	 	(A)	the
    registration requirements of the Securities Act by virtue of Rule 506 of Regulation D under the Securities Act; and
	 	 	 	 	 
	 	 	 	(B)	the
    registration and/or qualification provisions of all New York state securities laws.
	 	 	 	 	 
	 	 	(iv)	(Foreign
    private issuer) Less than fifty percent (50%) of the outstanding voting securities of the Company are directly or indirectly
    owned of record by residents of the United States. The Company is a ‘foreign private issuer’ as that term is defined
    in Rule 405 under the Securities Act.
	 	 	 	 
	 	 	(v)	(Category
    1 securities) The Securities are eligible for Category 1 under Rule 903 of Regulation S under the Securities Act.
	 	 	 	 
	 	 	(vi)	(No
    registration required) The Company is not required to register its securities under the Securities Act, the Exchange Act,
    and the rules and regulations under any of the foregoing.
	 	 	 	 	 
	 	(aa)	(Australian
    land corporation) The Company is not an Australian Land Corporation.


 




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	 	(bb)	(Purpose)
    Without in anyway limiting the Investor’s right to deal with any Covered Securities (and the Company acknowledges that
    the is no limitation on the Investor’s right to deal with the Covered Securities), the Company’s purpose in issuing
    the Covered Securities is not for the Investor to sell or transfer or grant, issue or transfer interests in or options over
    any of the Covered Securities until and unless permitted to do so in accordance with all applicable laws.
	 	 	 	 	 
	15.2	Investor’s
    reliance
	 	 
	 	The
    Company acknowledges that the Investor has entered into this Agreement in reliance on the Company’s representations
    and warranties set out in this Agreement.
	 	 	 	 	 
	15.3	Construction
    of representation and warranties
	 	 
	 	Each
    representation and warranty of the Company is to be construed independently of the others and is not limited by reference
    to any other representation or warranty.
	 	 	 	 	 
	15.4	Disclosures
    and limitations
	 	 	 	 	 
	 	(a)	The
    representations and warranties of the Company set out in clause 15.1 are not limited in any way by information gathered by
    the Investor, its advisers or representatives.
	 	 	 
	 	(b)	The
    representations and warranties of the Company shall be qualified only to the extent expressly set out in Schedule 1 (the Disclosure
    Schedule) provided that a disclosure in Schedule 1 will be treated as disclosed in respect of all representations and
    warranties of the Company set out in clause 15.1 and every other provision of this Agreement and the Option Deed, and each
    certificate, other document and communication to the Investor by or for the Company.
	 	 	 	 	 
	15.5	Notice
	 	 
	 	The
    Company shall immediately notify the Investor upon becoming aware of any breach of any representation or warranty given by
    the Company under this Agreement.
	 	 	 	 	 
	16	Representations
    and Warranties of the Investor
	 	 
	16.1	Representations
    and warranties
	 	 
	 	The
    Investor represents and warrants to the Company, on and as of the Execution Date and as of each Closing Date and on each date
    that any Covered Security is issued to it (in each case, except where qualified by an express reference in this clause 16.1
    as to the representation or the warranty being given on and as of a particular date or dates, only on and as of that date
    or dates), that the following are true:
	 	 	 	 	 
	 	(a)	(Organisation,
    good standing and qualification)
	 	 	 	 	 
	 	 	(i)	The
    Investor is a validly existing limited partnership and has all requisite power and authority to enter into and consummate
    the Contemplated Transactions and otherwise to carry out its obligations under this Agreement.
	 	 	 	 
	 	 	(ii)	The
    Investor is in good standing under the laws of the jurisdiction of its place of incorporation and has all requisite power
    and authority to carry on its business as now conducted and to own its properties.
	 	 	 	 
	 	 	(iii)	The
    Investor is not in violation or default of any of the provisions of limited partnership agreement, certificate of formation,
    or other organisational or charter documents.
	 	 	 	 
	 	(b)	(Authorisation)
    The execution, delivery and performance by the Investor of the Agreement have been duly authorised and will each constitute
    a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject
    to bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar laws of general applicability, relating
    to or affecting creditors’ rights generally.


 




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	 	(c)	(FIRB)
    The entry into this Agreement and the acquisition of the Securities by the Investor will not cause the Investor to be in breach
    of the Foreign Acquisitions and Takeovers Act 1975 (Cth) and will not require the receipt by the Investor of any approvals,
    or the issuance by the Investor of any notifications, under that Act.
	 	 	 
	 	(d)	(Status
    of Investor and disclosure) The Investor is a sophisticated investor or professional investor as set out in section 708(8)
    and 708(11) of the Corporations Act, or otherwise falls within an exemption contained in section 708 of the Corporations Act
    as a person to whom securities can be issued without a requirement for disclosure on the part of the Company under section
    706 of the Corporations Act and, the Investor shall provide supporting documentation to the Company upon request to establish
    its ability to rely on such sections.
	 	 	 
	 	(e)	(U.S.
    Compliance - investment intent) The Investor understands that the Securities are ‘restricted securities’ under
    the Securities Act and have not been registered under the Securities Act or any applicable state securities law, and, accordingly,
    may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to
    an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
    accordance with applicable state securities laws. For purposes of assuring that the Investor is not an underwriter within
    the meaning of Section 2(a)(11) of the Securities Act for purposes of Rule 502(d) under the Securities Act, the Investor represents
    that it:
	 	 	 	 
	 	 	(i)	is
    acquiring the Investor’s Shares as principal for its own account for investment purposes only (as contemplated by the
    Securities Act and the rules and regulations thereunder) and not with a present view to or for distributing or reselling such
    Investor’s Shares or any part of the Investor’s Shares in violation of the Securities Act;
	 	 	 	 
	 	 	(ii)	has
    no present intention of distributing any of such Investor’s Shares in violation of the Securities Act; and
	 	 	 	 
	 	 	(iii)	has
    no arrangement or understanding with any other person or persons regarding the distribution of such Securities in violation
    of the Securities Act.
	 	 	 	 
	 	(f)	(Investor
    status) At the time the Investor was offered the Investor’s Shares, it was, and at the Execution Date it is, an
    ‘accredited investor’ as defined in Rule 501(a) under the Securities Act. The Investor is not, and is not required
    to be, registered as a broker or dealer under section 15 of the Exchange Act.
	 	 	 
	 	(g)	(Adequate
    information) The Investor has had an opportunity to receive all information related to the Company requested by it and
    to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions
    of the offering of the Securities, and has reviewed such information as the Investor considers necessary or appropriate to
    evaluate the risks and merits of an investment in, and make an informed investment decision with respect to, the Investor’s
    Shares.
	 	 	 
	 	(h)	(General
    solicitation) The Investor is not purchasing the Investor’s Shares as a result of any advertisement, article, notice
    or other communication regarding the Investor’s Shares published in any newspaper, magazine or similar media or broadcast
    over television or radio or presented at any seminar, or in any filing with the United States Securities and Exchange Commission,
    or any other general solicitation or general advertisement.
	 	 
	16.2	Company’s
    reliance
	 	 
	 	The
    Investor acknowledges that the Company has entered into this Agreement in reliance on the Investor’s representations
    and warranties set out in this clause 16.


 




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	16.3	Construction
    of representation and warranties
	 	 
	 	Each
    representation and warranty of the Investor is to be construed independently of the others and is not limited by reference
    to any other representation or warranty.
	 	 
	16.4	Notice
	 	 
	 	The
    Investor shall immediately notify the Company upon becoming aware of any breach of any representation or warranty given by
    the Investor under this Agreement.
	 	 
	17	Additional
    covenants and agreements of the Company
	 	 
	17.1	Company
    Restrictions
	 	 
	 	The
    Company must use reasonable endeavours to ensure that none of the following occurs except where required by law or by the
    Listing Rules without the prior written approval of the Investor, such approval not to be unreasonably withheld:
	 	 	 	 
	 	(a)	a
    reorganisation, reclassification, reconstruction, consolidation or subdivision of the capital of the Company or the creation
    of any different class of securities in the capital of the Company other than employee options approved by the Company in
    general meeting or issued pursuant to any employee or executive share option plan of the Company;
	 	 	 
	 	(b)	any
    buyback, redemption, reduction or cancellation of shares or share capital; or
	 	 	 
	 	(c)	any
    decision that will, or is likely to cause a Material Adverse Effect.
	 	 
	17.2	Ranking
    of the Investor’s Shares
	 	 
	 	(a)	The
    Investor’s Shares shall rank equally in all respects with the existing Shares on the date of issue of the Investor’s
    Shares.
	 	 	 
	 	(b)	At
    each issuance, the Company shall credit all Investor’s Shares as fully paid.
	 	 	 
	 	(c)	All
    Investor’s Shares shall be issued free and clear of any Encumbrances.
	 	 
	17.3	Cash
    Covenants
	 	 
	 	(a)	From
    the Execution Date until all of the Convertible Securities have been converted, redeemed or otherwise satisfied in accordance
    with this Agreement (Cash Reserve Period), the Company shall, unless otherwise agreed to by the Investor, maintain
    on deposit unrestricted cash in an aggregate amount equal to not less than US$700,000 (Cash Reserve Requirement).
	 	 	 
	 	(b)	The
    3-month Trailing Cash Burn for the Company and its Subsidiaries (on a consolidated basis) shall not exceed US$400,000 more
    than once during the Term.
	 	 	 
	 	(c)	For
    the purposes of clause 17.3(b):
	 	 	 	 
	 	 	(i)	the
    Cash Burn shall be calculated as: 
	 	 	 	 
	 	 	 	(E
    - WCC – C – CO + F)
	 	 	 	 
	 	 	 	Where,
    for each calendar month:
	 	 	 	 
	 	 	 	E
    means EBITDA + Other Income;
	 	 	 	 
	 	 	 	EBITDA
    means earnings before interest, taxes, depreciation and amortisation;


 




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	 	 	 	Other
    Income means any net income earned by the Company during the respective calendar month provided that such net income must
    result in equivalent cash receipts during the respective calendar month;
	 	 	 	 
	 	 	 	WCC
    means net change in Working Capital ie Working Capital at the end of the respective calendar month less Working Capital
    at the end of the previous month;
	 	 	 	 
	 	 	 	Working
    Capital means Current Assets minus Current Liabilities at such date of determination;
	 	 	 	 
	 	 	 	C
    means the capital expenditure incurred during the respective calendar month;
	 	 	 	 
	 	 	 	CO
    means cash outflows for interest and taxes;
	 	 	 	 
	 	 	 	F
    means Financing Cash Flows, ie the sum of proceeds received from the factoring facility and proceeds received from any
    equity issuance less any principal repayments to the factoring facility less any amounts utilised for any share repurchases
    less any equity dividends disbursed. For the avoidance of doubt, Financing Cash Flows do not include principal or interest
    repaid to the Investor under this Agreement,
	 	 	 	 
	 	 	 	each
    calculated on the same basis as and consistent with the reporting of profit and loss results of the Company (disregarding
    depreciation, interest and tax) in accordance with generally accepted accounting principles, policies, practices and procedures
    in Australia within 10 Business Days of the end of each calendar month; and
	 	 	 	 
	 	 	(ii)	the
    3-month Trailing Cash Burn shall be calculated as the Cash Burn for each of the 3 consecutive calendar months prior
    to the date of determination divided by 3.
	 	 	 	 
	17.4	No
    Conflicting Actions
	 	 	 	 
	 	(a)	The
    Company and the US Subsidiary will not, and will ensure that the Subsidiaries do not, take any action (other than as required
    under the Approved Agreements), enter into any agreement, or make any commitment that would conflict or interfere in any material
    respect with its obligations to the Investor under the Agreement.
	 	 	 
	 	(b)	Unless
    so required by applicable law or regulation or in order to establish a dividend, distribution or other rights attaching to
    the Shares, the Company shall not close its share register or take any other action which prevents the transfer of its Shares
    or other Equity Securities. For the avoidance of doubt, this does not include any trading halt or suspension that the Company
    may be entitled to, or obligated to undertake by ASX.
	 	 	 	 
	17.5	Compliance
    with Laws
	 	 	 	 
	 	(a)	The
    Company and the US Subsidiary shall, and shall ensure that the Subsidiaries will, comply with all applicable Laws.
	 	 	 
	 	(b)	The
    Company shall make, in a timely manner, all filings that may be required under the applicable Laws in connection with the
    Contemplated Transactions.
	 	 	 	 
	17.6	Non-ASX
    Quotation
	 	 	 	 
	 	The
    Company shall not permit the Company or any of its securities to be listed or quoted on any financial market, quotation system,
    or stock exchange, other than the ASX, without the Investor’s prior written consent, which consent may be withheld in
    the Investor’s sole discretion.


 




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	17.7	ASX
    Listing
	 	 
	 	At
    all times, the Company shall ensure that the Shares remain continuously quoted on the ASX without suspension for more than
    five Trading Days in any 12 month period.
	 	 
	17.8	Conduct
    of Business
	 	 
	 	The
    Company and the US Subsidiary shall, and shall cause all of its Subsidiaries to, carry on and conduct its business and the
    business of each Subsidiary in a proper and efficient manner in accordance with good commercial practice.
	 	 
	17.9	Financial
    Reports
	 	 
	 	The
    Company shall ensure that at all times while there are Convertible Securities on issue, it will comply with the requirements
    of section 708A(12E) of the Corporations Act (as inserted by ASIC Legislative Instrument 2016/82).
	 	 
	17.10	Miscellaneous
    Negative Covenants
	 	 
	 	The
    Company and the US Subsidiary shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the
    Investor’s written approval, and such approval must not be unreasonably withheld, directly or indirectly:
	 	 	 	 
	 	(a)	dispose,
    in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is:
	 	 	 	 
	 	 	(i)	in
    the ordinary course of business;
	 	 	 	 
	 	 	(ii)	for
    fair market value; and
	 	 	 	 
	 	 	(iii)	approved
    by the board of directors of the Company;
	 	 	 	 
	 	(b)	initiate
    and undertake any reduction in its issued share capital or any uncalled liability in respect of its issued capital, except
    by means of a purchase or redemption of the share capital that is permitted under Australian law;
	 	 	 
	 	(c)	initiate
    and undertake any Security Structure Event;
	 	 	 
	 	(d)	change
    the nature of its business or the nature of the business of any Subsidiary;
	 	 	 
	 	(e)	make
    an application under section 411 of the Corporations Act;
	 	 	 
	 	(f)	transfer
    the jurisdiction of incorporation of the Company or any of its Subsidiaries;
	 	 	 
	 	(g)	create
    or allow to exist any Encumbrance over any property owned by it except:
	 	 	 
	 	 	(i)	Security
    Interests in favour of the Investor; or
	 	 	 	 
	 	 	(ii)	Permitted
    Encumbrances,
	 	 	 	 
	 	 	or
    acquire assets subject to an Encumbrance other than a Permitted Encumbrance;
	 	 	 	 
	 	(h)	enter
    into any Guarantee except in favour of the Investor;
	 	 	 	 
	 	(i)	cause
    or permit the terms of any financial accommodation from any person other than the Investor:
	 	 	 	 
	 	 	(i)	subsisting
    at the date of this agreement; or
	 	 	 	 
	 	 	(ii)	entered
    in after the date of this agreement with the prior written consent of the Investor,
	 	 	 	 
	 	 	to
    be extended or otherwise varied;


 




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	 	(j) 	deposit
    money with a person if the money is not repayable unless the Company pays or discharges any other Indebtedness or performs
    or observes another Obligation owed to that person or another person;
	 	 	 	 
	 	(k)	permit
    a set-off or combination of accounts in respect of any right to the payment of money;
	 	 	 	 
	 	(l)	either:
	 	 	 	 
	 	 	(i)	provide
    financial accommodation to a Related Entity unless it is in the ordinary course of business;
	 	 	 	 
	 	 	(ii)	permit
    financial accommodation to remain owing to it by a Related Entity, other than financial accommodation owing as at the date
    of this agreement; or
	 	 	 	 
	 	 	(iii)	satisfy
    any financial accommodation the Company or a Subsidiary now or in the future owes to a Related Entity, other than financial
    accommodation owing as at the date of this agreement;
	 	 	 	 
	 	(m)	incur
    any Indebtedness other than Permitted Indebtedness;
	 	 	 	 
	 	(n) 	create
    or allow to exist any Encumbrance on, any of its copyright rights, copyright applications, copyright registrations and like
    protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications
    and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
    of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether
    registered or not, and the goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby,
    know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any
    past, present, or future infringement of any of the foregoing, other than Permitted Encumbrances;
	 	 	 	 
	 	(o) 	redeem,
    defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in
    part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
    Indebtedness, whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness
    if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting, or
    that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing;
	 	 	 	 
	 	(p) 	enter
    into, renew, extend or be a party to, any transaction or series of related transactions with an aggregate value in excess
    of AU$200,000 (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any
    kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business in a manner and
    to an extent consistent with past practice or otherwise necessary or desirable for the prudent operation of its business,
    in each case, for fair consideration and on terms no less favourable to it or its Subsidiaries than would be obtainable in
    a comparable arm’s length transaction with a person that is not an Affiliate thereof;
	 	 	 	 
	 	(q)	issue
    or sell any rights or options to subscribe for or purchase Shares or directly or indirectly convertible into or exchangeable
    or exercisable for Shares at a price which varies or may vary with the market price of the Shares, including by way of one
    or more reset(s) to any fixed price;
	 	 	 	 
	 	(r) 	create
    (by reclassification or otherwise), or authorise the creation of, or issue or obligate itself to issue additional or other
    Securities exchangeable for or convertible or exercisable into Shares that provides rights more favourable than the rights
    of the Investor pursuant to this Agreement; or


 




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	 	(s)	enter
    into any agreement with respect to any of the matters referred to in clauses 17.10(a) to 17.10(r).
	 	 	 
	17.11	Use
    of Proceeds
	 	 
	 	The
    Company shall use the funds received from the Investor under this Agreement for general corporate and working capital purposes
    that are reasonable in light of the nature of the Company’s business as of the Execution Date and are in the ordinary
    course of the Company’s business and not, among other things, to lend money, give credit, make advances or pay any incentives
    or bonuses to any officers, directors, employees or affiliates of the Company or any Subsidiary, for dividend payments or
    for the repayment of any indebtedness to security holders or other third parties.
	 	 
	17.12	Register
    of Convertible Securities
	 	 
	 	The
    Investor shall, on behalf of the Company, as the Company’s attorney, maintain the Register of the Convertible Securities,
    during the term of this Agreement.
	 	 
	18	Additional
    covenants and agreements of the Investor
	 	 
	18.1	Takeover
    Limitation
	 	 
	 	The
    Investor shall not acquire a Relevant Interest in the Shares which causes the voting power in the Company of the Investor
    and its associates (as defined in the Corporations Act) to exceed 19.99%.
	 	 
	19	Set-Off
    and Withholding
	 	 
	19.1	Set-Off
	 	 
	 	(a)	The
    Investor may set off any of its obligations to the Company (whether or not due for payment), against any of the Company’s
    obligations to the Investor (whether or not due for payment) under this Agreement and/or any Transaction Document.
	 	 	 
	 	(b)	The
    Investor may do anything necessary to effect any set-off undertaken in accordance with this clause 19.1 (including varying
    the date for payment of any amount payable by the Investor to the Company).
	 	 	 	 
	19.2	Set-Off
    Exclusion
	 	 	 	 
	 	All
    payments which are required to be made by the Company to the Investor shall be made without:
	 	 	 	 
	 	(a)	any
    set-off, counterclaim or condition; or
	 	 	 
	 	(b)	any
    deduction or withholding for Tax or any other reason, unless a deduction or withholding is required by law,
	 	 	 	 
	 	except
    as may otherwise be consented to by the Investor.
	 	 	 	 
	19.3	Withholding
    Gross-Up
	 	 	 	 
	 	If
    the Company is required by law to withhold or deduct an amount from any amount payable to the Investor (whether by way of
    Cash Payment or the issue of Amortisation Shares or Conversion Shares):
	 	 	 	 
	 	(a)	the
    Company shall pay the amount required to be withheld or deducted to the relevant revenue or collection authority within the
    time allowed for such payment; and


 




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	 	(b)	the
    Company shall pay such additional amounts as are necessary to ensure that after making the deduction or withholding, the Investor
    receives the full amount required to be paid before giving effect to such deduction.
	 	 	 	 
	20	Taxes
	 	 	 	 
	 	(a)	Without
    limiting anything else in this Agreement, if the Investor is required to pay any Tax to any Australian federal, state or other
    Government Body in respect of any payment it receives from the Company:
	 	 	 
	 	 	(i)	the
    Company shall indemnify the Investor against that Tax; and
	 	 	 	 
	 	 	(ii)	the
    Company shall pay to the Investor the additional amount which the Investor reasonably determines to be necessary to ensure
    that the Investor receives, when due, a net amount (after payment of any Tax in respect of each additional amount, and taking
    into account any tax credit that the Investor would receive in connection with such Tax in the United States of America) that
    is equal to the full amount it would have received if a deduction or withholding or payment of that Tax had not been made.
	 	 	 	 
	 	(b)	Without
    limiting anything else in this Agreement the Company shall:
	 	 	 
	 	 	(i)	pay
    any Tax required to be paid to any Government Body which is payable in respect of this Agreement or any Contemplated Transaction
    (including in respect of the execution, delivery, performance, release, discharge, amendment or enforcement of this Agreement
    or any Contemplated Transaction);
	 	 	 	 
	 	 	(ii)	pay
    any fine, penalty or other cost in respect of a failure to pay any Tax as required by this clause 20; and
	 	 	 	 
	 	 	(iii)	indemnify
    the Investor against any amount payable by it under this clause 20.
	 	 	 	 
	 	(c)	Without
    limiting anything else in this Agreement, if the Investor is or becomes liable to pay any GST in respect of any supply it
    makes, under, in accordance with, or pursuant to an enforcement of, this Agreement or any Contemplated Transaction, whether
    or not that supply is made to or for the benefit of the Company (GST Liability) then:
	 	 	 
	 	 	(i)	to
    the extent that an amount is payable by the Company to the Investor under this Agreement or in any Contemplated Transaction
    for that supply, that amount will be increased by the full amount of the GST Liability; and
	 	 	 	 
	 	 	(ii)	otherwise,
    the Company shall indemnify the Investor for the full amount of the GST Liability and any interest or penalties in relation
    to that GST Liability.
	 	 	 	 
	 	(d)	Without
    limiting anything else in this Agreement:
	 	 	 
	 	 	(i)	the
    Company shall pay all stamp, loan transaction, registration and similar Taxes, including fines and penalties, financial institutions
    duty and debits tax that may be payable to, or required to be paid by, any appropriate authority, or determined to be payable
    in connection with the execution, delivery, performance or enforcement of this Agreement or any Contemplated Transaction or
    any payment, receipt or other transaction contemplated by this Agreement; and
	 	 	 	 
	 	 	(ii)	the
    Company shall indemnify the Investor against any loss or liability incurred or suffered by it as a result of the delay or
    failure by the Company to pay those Taxes.
	 	 	 	 
	 	(e)	Without
    limiting anything else in this Agreement, at all times on and from the date of this Agreement, the Company shall comply in
    all material respects with all applicable laws relating to Tax and promptly file, or cause to be filed, all tax returns, business
    activity statements, and other tax filings, required under applicable Tax law.


 




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	21	Default
	 	 
	21.1	Events
    of Default
	 	 
	 	Any
    of the following shall constitute an Event of Default:
	 	 	 	 
	 	(a)	any
    of the representations, warranties, or covenants made by the Company or any of its agents, officers, directors, employees
    or representatives in any Transaction Document, Materials or public filing are inaccurate, false or misleading in any material
    respect, as of the date as of which it is made or deemed to be made, or any certificate or financial or other written statements
    furnished by or on behalf of the Company to the Investor, to any of the Investor’s representatives, or to the Company’s
    shareholders, is inaccurate, false or misleading, in any material respect, as of the date as of which it is made or deemed
    to be made, or on any Closing Date or date of issuance of any Investor’s Shares;
	 	 	 
	 	(b)	the
    Company or any Subsidiary of the Company fails to perform, comply with, or observe, any term, covenant, undertaking, obligation
    or agreement under any Transaction Document and either:
	 	 	 	 
	 	 	(i)	such
    default is not capable of remedy; or
	 	 	 	 
	 	 	(ii)	such
    default is capable of remedy, and the default remains unremedied for a period of 3 Business Days;
	 	 	 	 
	 	(c)	the
    Company breaches the cash covenants contained in clause 17.3;
	 	 	 
	 	(d)	the
    Company or any Subsidiary of the Company suffers or incurs an Insolvency Event;
	 	 	 
	 	(e)	the
    Company or any of its Subsidiaries ceases, suspends, or threatens to cease or suspend, the conduct of all or a substantial
    part of its business, or dispose of, or threaten to dispose of, a substantial part of its assets;
	 	 	 
	 	(f)	the
    Company or any of its Subsidiaries takes action to undertake or give effect to a Security Structure Event, other than as permitted
    in clause 17.1;
	 	 	 
	 	(g)	the
    Company does not comply with clauses 13.2(a)(ii) or 13.2(a)(iii)(D) or 13.2(d) (regardless of whether it is able to comply
    with clauses 13.2(a)(ii) or 13.2(a)(iii)(D)) or, despite so complying, any of the Investor’s Shares cannot be freely
    traded following their quotation on ASX without a Disclosure Document required under Part 6D.2 of the Corporations Act (unless
    such a Disclosure Document has been issued and all of the relevant Covered Securities are issued pursuant to that Disclosure
    Document (or section 708A(11) applies to those Covered Securities as “relevant securities” within the meaning
    of that section in respect of that Disclosure Document) and all of the Investor’s Shares can be freely traded following
    their issue);
	 	 	 
	 	(h)	any
    Cleansing Statement issued by the Company is or becomes defective (as that term is defined in section 708A(10) of the Corporations
    Act) within the time specified in section 708A(9)(b) of the Corporations Act, and an amendment or update to a Cleansing Statement
    required to be issued under the Corporations Act to is not issued within the time provided for in section 708A(9)(c) of the
    Corporations Act;
	 	 	 	 
	 	(i) 	any
    Disclosure Document issued by the Company contains (whether by omission or otherwise) any statement which is false, misleading
    or deceptive or otherwise does not comply with the Corporations Act or any other applicable law which is materially adverse
    from the point of view of an investor (as that phrase is used in section 719(1) of the Corporations Act) and a replacement
    or supplementary Disclosure Document is not lodged in accordance with section 719 of the Corporations Act;


 




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	 	(j)	the
    suspension of Shares from trading on ASX for more than 5 Trading Days in any 12 month period, unless as agreed to by the Investor
    in writing;
	 	 	 
	 	(k)	the
    Company requesting a trading halt on ASX without the prior written consent of the Investor;
	 	 	 
	 	(l)	the
    failure of the Shares to be listed on ASX;
	 	 	 
	 	(m)	any
    Investor’s Shares are not quoted on ASX before the commencement of trading on the second Trading Day following the date
    of their issue;
	 	 	 
	 	(n)	a
    stop order, suspension of trading, cessation of quotation, or removal of the Company or the Shares from the ASX Official List
    has been requested by the Company or imposed by ASIC, the ASX, or any other Government Body with respect to public trading
    in the Shares on the ASX; except for a suspension of trading not exceeding five Trading Days in a rolling twelve month period
    or as agreed to by the Investor, which suspension of trading will be terminated prior to the earlier of the next Closing Date
    that would otherwise follow the date of such suspension of trading;
	 	 	 
	 	(o)	there
    exists a fact or circumstance that may cause the Company to request, or the ASX or any other Government Body to impose, a
    stop order, suspension of trading, cessation of quotation, or removal of the Company or the Shares from the ASX Official List,
    except for a suspension of trading not exceeding five Trading Days in a rolling twelve month period or as agreed to by the
    Investor, which suspension of trading will be terminated prior to the earlier of the next Closing Date that would otherwise
    follow the date of such suspension of trading;
	 	 	 
	 	(p)	any
    of the following has occurred:
	 	 	 	 
	 	 	(i)	trading
    in securities generally in Australia or the United States has been suspended or limited;
	 	 	 	 
	 	 	(ii)	minimum
    prices have been established on securities in Australia or the United States or on the ASX;
	 	 	 	 
	 	 	(iii)	a
    banking moratorium has been declared by the Australian, the United States or the New York State authorities; or
	 	 	 	 
	 	 	(iv)	a
    material outbreak or escalation of hostilities or another national or international calamity of such magnitude in its effect
    on, or adverse change in, the United States or the Australian financial market, which in the reasonable judgment of the Investor,
    makes it impracticable or inadvisable for the Investor to subscribe for or be issued with Securities under this Agreement;
	 	 	 	 
	 	(q)	any
    of the Conditions have not have been fulfilled in a timely manner or at the time prescribed, provided that the non-fulfilment
    of an Equity Condition applicable to the Closing for a tranche of Convertible Securities after the First Closing will not
    be an Event of Default (and for the avoidance of doubt, only results in that the Investor not being required to subscribe
    and pay for that tranche of Convertible Securities;
	 	 	 
	 	(r)	the
    Company challenges, disputes or denies the right of the Investor to receive any Securities, or otherwise dishonours or rejects
    any action taken, or document delivered, in furtherance of the Investor’s rights to receive any Securities (provided
    that nothing in this clause 21.1(r) is deemed to prevent the Company from challenging the Investor’s actions to which
    the Investor is not in fact entitled under this Agreement);
	 	 	 
	 	(s)	a
    Transaction Document or a Contemplated Transaction has become, or is claimed (other than in a vexatious or frivolous proceeding)
    by any person that is not the Investor or its Affiliate to be, wholly or partly void, voidable or unenforceable;
	 	 	 
	 	(t)	any
    person has commenced any action, claim, proceeding, suit, investigation, or action against any other person or otherwise asserted
    any claim before any Government Body, which seeks to restrain, challenge, deny, enjoin, limit, modify, delay, or dispute,
    the right of the Investor or the Company to enter into any Transaction Documents or undertake any of the Contemplated Transactions
    (other than a vexatious or frivolous proceeding or claim);


 




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	 	(u)	a
    Material Adverse Effect, or an event, development or condition which, in the reasonable judgement of the Investor, would be
    likely to have a Material Adverse Effect, occurs;
	 	 	 
	 	(v)	there
    exists a Law which, or an official or reasonable interpretation of which, in the Investor’s reasonable opinion makes
    it, or is more likely than not to make it, illegal or impossible for the Investor or the Company to undertake any of the Contemplated
    Transactions or transactions of similar kind (including acquisition and/or disposition, at a time of the Investor’s
    choosing, of any Securities), in accordance with this Agreement, or renders, or is more likely than not to render, consummation
    of any of the Contemplated Transactions in accordance with this Agreement unenforceable, void, voidable or unlawful, or contrary
    to or inconsistent with any Law;
	 	 	 
	 	(w)	if:
	 	 	 
	 	 	(i)	a
    change in an interpretation or administration of a Law or a proposed Law introduced or proposed to be introduced into the
    Parliament of the Commonwealth of Australia or any State or Territory of Australia, or the House of Representatives or Senate
    of the United States of America, or by the ASX;
	 	 	 	 
	 	 	(ii)	compliance
    by the Investor or any of its Affiliates with a Law or an interpretation or administration of a Law; or
	 	 	 	 
	 	 	(iii)	a
    change in a Law or an interpretation or administration of a Law,
	 	 	 	 
	 	 	has,
    or is more likely than not to have, in the reasonable opinion of the Investor, directly or indirectly, the effect of:
	 	 	 	 
	 	 	(iv)	varying
    the duties, obligations or liabilities of the Company or the Investor in connection with any Transaction Document or Contemplated
    Transactions so that the Investor’s rights, powers, benefits, remedies or economic burden (including any tax treatment
    in the hands of the Investor) are adversely affected (including by way of delay or postponement);
	 	 	 	 
	 	 	(v)	otherwise
    adversely affecting rights, powers, benefits, remedies or the economic burden of the Investor (including by way of delay or
    postponement); or
	 	 	 	 
	 	 	(vi)	otherwise
    making it impracticable for the Investor to undertake any of the Contemplated Transactions;
	 	 	 	 
	 	(x)	any
    Authorisation necessary or appropriate for the consummation of those Contemplated Transactions that remain to be consummated
    at the applicable time, has not been issued or received at the time prescribed, or does not remain in full force and effect;
	 	 	 
	 	(y)	the
    transactions to be undertaken as a consequence of the Agreement, including the issue of Securities, would result in the Company
    breaching Listing Rule 7.1 unless a Shareholder Approval provided for in this Agreement is obtained;
	 	 	 
	 	(z)	the
    Investor has not received all those items required to be delivered to it in connection with a Closing or a Conversion in accordance
    with this Agreement;
	 	 	 
	 	(aa)	a
    judgment (including a default judgement) and for the avoidance of doubt, cash and any other form of judgment of an amount
    of AU$200,000 or greater is entered against the Company or any of its Subsidiaries;
	 	 	 
	 	(bb)	the
                                         Company and/or any of its Subsidiaries defaults in relation to any payment obligation
                                         under any financial accommodation, including any loan, advance, debenture or other form
                                         of financing entered into with a third party or otherwise breaches the covenants under
                                         any financial accommodation, and such breach is not cured during

        the
        specified cure period;



 




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	 	(cc)	any
    present or future liabilities, including contingent liabilities, and for the avoidance of doubt, cash and any other form of
    liabilities, of the Company or any of its Subsidiaries for an amount or amounts totalling more than AU$200,000 have not been
    satisfied on time, or have become prematurely payable;
	 	 	 
	 	(dd)	a
    false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions
    are satisfied or that there has been no Equity Condition Failure or as to whether any Event of Default has occurred;
	 	 	 
	 	(ee)	the
    Company breaches its Obligations pursuant to the Option Deed; 
	 	 	 
	 	(ff)	the
    Company’s
	 	 	 	 
	 	 	(i)	failure
    to issue any Amortisation Shares or Conversion Shares in accordance with this Agreement; or
	 	 	 	 
	 	 	(ii)	notice,
    written or oral, to the Investor, including by way of public announcement, or through any of its agents, at any time, of its
    intention not to comply, as required, with an Amortisation Election Notice, Acceleration Notice or a Conversion Notice that
    is validly tendered in accordance with this Agreement;
	 	 	 	 
	 	(gg)	the
    Company’s failure to pay to the Investor any amounts when and as due pursuant to this Agreement or any other Transaction
    Document, or the Company written or oral communication informing the Investor that it does not intend to pay to the Investor
    any amounts when and as due pursuant to this Agreement or any other Transaction Document, only if such breach remains uncured
    for a period of at least three (3) consecutive Business Days;
	 	 	 
	 	(hh)	any
    material damage to, or loss, theft or destruction of, any material amount of property of the Company, whether or not insured,
    or any strike, lockout, labour dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes,
    for more than 15 consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility
    of the Company or any Subsidiary, if any such event or circumstance would reasonably be expected to have a Material Adverse
    Effect;
	 	 	 	 
	 	(ii) 	ASIC
    makes any order or exercises any of its powers pursuant to Part 6D.4 of the Corporations Act (other than section 741 of the
    Act) in respect of or relating to any Disclosure Document issued by the Company, including without limitation any Disclosure
    Document pursuant to which any Covered Securities is to be or has been issued pursuant to; and
	 	 	 	 
	 	(jj) 	Mr
    Ted Dhanik ceases to be chief executive officer of the Company, without the prior written consent of the Investor, and a qualified
    replacement, acceptable to the Investor, in its sole discretion, is not appointed within 15 Business Days.
	 	 	 	 
	21.2	Investor
    Right to Investigate an Event of Default
	 	 	 	 
	 	If
    in the Investor’s reasonable opinion, an Event of Default has occurred or is likely to occur, or is or may be continuing:
	 	 	 	 
	 	(a)	the
    Investor or a person nominated by the Investor (each an Investigator) may investigate such purported Event of Default;
	 	 	 
	 	(b)	the
    Company shall co-operate with the Investigator in such investigation;


 




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	 	(c)	the
    Company shall comply with all reasonable requests made by the Investigator of the Company in connection with any investigation
    by the Investigator, including without limitation:
	 	 	 	 
	 	 	(i)	the
    Investigator may, during normal business hours, inspect:
	 	 	 	 	 
	 	 	 	(A)	all
    contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries;
	 	 	 	 	 
	 	 	 	(B)	to
    the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors
    and accountants (including the accountants’ work papers) and any books of account, records, reports and other papers
    not contractually required of the Company to be confidential or secret, or subject to privilege;
	 	 	 	 	 
	 	 	(ii)	the
    Investigator may make such copies of inspections of any material as the Investigator may reasonably require;
	 	 	 	 
	 	 	(iii)	the
    Company shall furnish the Investigator with such financial and operating data and other information with respect to the business
    and assets of the Company as the Investigator may reasonably request;
	 	 	 	 
	 	 	(iv)	the
    Company shall permit the Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals
    and furnish advice to the Company’s officers, directors, key employees and independent public accountants or any of
    them (and the Company authorises the accountants to discuss with such Investigator the finances and affairs of the Company
    and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested;
    and
	 	 	 	 	 
	 	(d)	The
    Company shall pay all reasonable costs in connection with any investigation by the Investigator.
	 	 	 
	 	(e)	If
    the Investigator determines that any Event of Default has or is likely to occur (in the Investigator’s reasonable opinion),
    the Investigator shall notify the Company of its opinion regarding that Event of Default (including its reasons for its opinion).
	 	 	 
	21.3	Notifications
	 	 	 	 	 
	 	(a)	The
    Company shall notify the Investor immediately upon any Event of Default, or anything that is likely to detrimentally affect
    the ability of the Company to perform its obligations under this Agreement, occurring, or becoming, to the Company’s
    knowledge, likely to occur, and include the specifics of such Event of Default or other event in its notice.
	 	 	 
	 	(b)	At
    the Investor’s request, the Company shall provide the Investor with a certificate signed by two of its directors or
    its Chief Executive Officer, which shall state whether an Event of Default has occurred and/or is continuing.
	 	 	 	 	 
	22	Rights
    of the Investor upon Default
	 	 	 	 	 
	 	(a)	Upon
    the occurrence or existence of any Event of Default and at any time during the continuance of such Event of Default, the Investor
    may:
	 	 	 	 	 
	 	 	(i)	declare,
    by notice to the Company, effective immediately, all outstanding obligations by the Company under the Transaction Documents
    (including without limitation, and subject to clause 22(f)(iii), any amount of the Face Value of the Convertible Securities
    which has not been satisfied in accordance with clause 5) to be immediately due and payable in immediately available funds
    without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Company, anything
    to the contrary contained in this Agreement or in any other Transaction Document notwithstanding; or


 




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	 	 	(ii)	terminate
    this Agreement by notice to the Company, effective as of the date set out in the Investor’s notice, in which case any
    amounts payable under this Agreement to the Investor which are unpaid as at the date of termination (including without limitation
    any amount of the Face Value of the Convertible Securities which has not been satisfied in accordance with clause 5), become
    immediately payable; or
	 	 	 	 
	 	 	(iii)	immediately
    convert the Convertible Securities in whole or in part at the Conversion Price pursuant to clause 6.
	 	 	 	 
	 	(b)	The
    Investor shall have no obligation to consummate a Closing, accept an Amortisation Shares issuance or a Conversion Share issuance
    under this Agreement at any time after an Event of Default has occurred where:
	 	 	 	 	 
	 	 	(i)	the
    Event of Default is capable of remedy and has not been remedied to the satisfaction of the Investor; or
	 	 	 	 
	 	 	(ii)	the
    Investor reasonably determines and notifies the Company within 10 Business Days of becoming aware of the Event of Default
    that the Event of Default is not capable of being remedied; or
	 	 	 	 
	 	 	(iii)	notwithstanding
    that the Event of Default may have been remedied,
	 	 	 	 
	 	 	and
    the Closing Date shall be deemed to be postponed accordingly and all future Closings will be held in abeyance, unless the
    Investor notifies the Company otherwise in writing.
	 	 	 	 	 
	 	(c)	Where
    an Event of Default has occurred, and for as long as such Event of Default continues, if an Amortisation Election Notice is
    issued which specifies that all or part of the Amortisation Instalment Amount is to be satisfied by the issue of Amortisation
    Shares, at the election of the Investor, the Amortisation Election Notice will be deemed to be varied to decrease that part
    of the Amortisation Instalment Amount which is to be satisfied by the issue or capitalisation of the Amortisation Shares (as
    determined by the Investor and may include a reduction to nil). Where such an adjustment is made the relevant Amortisation
    Election Notice will be further deemed to be varied to increase the Cash Payment by the corresponding amount, such that the
    overall Amortisation Instalment Amount remains the same.
	 	 	 
	 	(d)	In
    addition to the remedies set out in subclauses (a), (b) and (c), upon the occurrence or existence of any Event of Default,
    the Investor may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted
    to it by Law, including by suit in equity and/or by action at Law.
	 	 	 
	 	(e)	Without
    limiting any of the Investor’s rights under this Agreement or any other Transaction Document, and in addition to the
    Investor’s rights set out in subclauses (a), (b), (c) and (d), upon an Event of Default occurring, the Company must
    pay interest at a rate of 18% per annum on the amount of the Face Value of all Convertible Securities issued which has not
    been satisfied pursuant to clause 5, which interest is intended by the parties to be, and shall be deemed, a reasonable estimate
    of the Investor’s actual loss of its investment opportunity and not as a penalty and shall:
	 	 	 	 	 
	 	 	(i)	be
    calculated daily and shall compound monthly;
	 	 	 	 
	 	 	(ii)	accrue
    from the date of the Event of Default, for so long as:
	 	 	 	 	 
	 	 	 	(A)	if
    a notice has not been issued by the Investor pursuant to clauses 22(a)(i) or (a)(ii), the Event of Default has not been remedied;
	 	 	 	 	 
	 	 	 	(B)	if
    a notice has been issued by the Investor pursuant to clauses 22(a)(i) or (a)(ii), any part of the Face Value of any Convertible
    Security issued remains outstanding; and
	 	 	 	 	 
	 	 	(iii)	be
    payable on demand by the Investor.


 




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	 	(f)	Without
    limiting any of the Investor’s rights under this Agreement or any other Transaction Document, and in addition to the
    Investor’s rights set out in subclauses (a), (b), (c), (d) and (e), upon an Event of Default occurring:
	 	 	 	 
	 	 	(i)	the
    Company must issue a written notice to the Investor setting out details of the Event of Default (Default Notice);
	 	 	 	 
	 	 	(ii)	within
    22 Trading Days of receipt of the Default Notice or the Investor otherwise becoming aware of an Event of Default, the Investor
    may issue a written notice to the Company (Default Redemption Notice) requiring the Company to redeem the Convertible
    Securities which remain outstanding (Remaining Convertible Securities);
	 	 	 	 
	 	 	(iii)	within
    3 Trading Days of the date of the Default Redemption Notice, the Company must pay to the Investor an amount equal to 125%
    of the Face Value of the Remaining Convertible Securities, plus any other amount payable to the Investor by the Company pursuant
    to any Transaction Document (Default Redemption Amount);
	 	 	 	 
	 	 	(iv)	if
    the Company does not comply with clause 22(f)(iii), the Investor shall have the right (but not the obligation) to issue a
    written notice to the Company (Default Conversion Notice) electing to convert the Default Redemption Amount into Shares (Default
    Shares) on the terms set out in this clause 22(f);
	 	 	 	 
	 	 	(v)	the
    Default Conversion Notice must set out the amount of the Default Redemption Amount to be converted into Default Shares;
	 	 	 	 
	 	 	(vi)	the
    price at which the Default Shares will be issued will be pursuant to Clause (b) of the definition of Conversion Price (Default
    Price);
	 	 	 	 
	 	 	(vii)	the
    number of Default Shares to be issued by the Company in respect of a Default Conversion Notice shall be determined by dividing
    the Default Redemption Amount by the Default Price, provided that if the resultant number contains a fraction, such number
    shall be rounded up to the next highest whole number; and
	 	 	 	 
	 	 	(viii)	on
    the Business Day immediately after the issue of a Default Conversion Notice (Conversion Date), the Company must issue
    the Default Shares by issuing and Electronically Delivering Shares (in the number determined pursuant to clause 22(f)(vii))
    to the Investor or its nominee.
	 	 	 	 
	 	(g)	The
    parties agree that in the event of the Company’s redemption of any portion of the Convertible Securities under this
    clause 22, the Investor’s damages would be uncertain and difficult to estimate because of the parties’ inability
    to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for
    the Investor. Accordingly, any redemption premium due under this clause 22 is intended by the parties to be, and shall be
    deemed, a reasonable estimate of the Investor’s actual loss of its investment opportunity and not as a penalty.
	 	 	 	 
	23	Termination
	 	 
	23.1	Term
	 	 
	 	This
    Agreement commences on the Execution Date and ends on the Maturity Date (Term) unless otherwise agreed or terminated
    prior to this date in accordance with this Agreement.
	 	 	 	 
	23.2	Events
    of Termination
	 	 
	 	This
    Agreement:
	 	 	 	 
	 	(a)	may
    be terminated:
	 	 	 	 
	 	 	(i)	by
    the mutual written consent of the Parties, at any time;


 




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	 	 	(ii)	by
    the Company on giving written notice to the Investor, provided that the Company has paid the Investor or its nominee:
	 	 	 	 	 
	 	 	 	(A)	the
    Amount Outstanding; and
	 	 	 	 	 
	 	 	 	(B)	all
    other amounts payable by the Company to the Investor pursuant to this Agreement and any other Transaction Document, including
    without limitation any fees, default interest and Taxes,
	 	 	 	 	 
	 	 	 	to
    the Investor or its nominee in Immediately Available Funds within three (3) calendar days of the date of such notice.
	 	 	 	 	 
	 	 	(iii)	by
    the Investor, in accordance with clauses 22, or 25.21; or
	 	 	 	 
	 	 	(iv)	by
    the Investor, by written notice to the Company, effective as of the date stipulated (in the Investor’s sole discretion),
    if, as a consequence of any change of law, regulation or administrative action or policy relating to Tax after the Execution
    Date (including any Tax treaty between any of the United States and Australia), the Tax liability of the Investor increases
    from the position that is applicable at the Execution Date, provided such increase is more than a de minimus increase; and
	 	 	 	 	 
	 	(b)	will
    automatically terminate when, after the Closing Date in respect of the Convertible Security, the Investor or its nominees
    receives Amortisation Shares or Conversion Shares and Cash Payments equal to the Face Value of all Convertible Securities
    issued pursuant to this Agreement in accordance with clause 5.2(c), 5.2(d),5.2(g), 5.3 or clause 6 (as the case may be) and
    all other money due and payable or which may become due for payment to the Investor at any specified time pursuant to the
    Transaction Documents are paid to the Investor or its nominee.
	 	 	 	 	 
	23.3	Effect
    of Termination
	 	 	 	 	 
	 	(a)	Each
    Party’s right of termination under clause 23.2 is in addition to any other rights it may have under this Agreement or
    otherwise, and the exercise of a right of termination will not be an election of remedies.
	 	 	 
	 	(b)	Upon
    the earlier of termination of this Agreement or the end of the Term occurring:
	 	 	 	 	 
	 	 	(i)	the
    Investor shall not be required to fund any further amount nor effect any Closing, provided that termination or the end of
    the Term shall not affect any undischarged obligation of the Company under this Agreement; and
	 	 	 	 
	 	 	(ii)	any
    amounts payable under this Agreement to the Investor which are unpaid as at the date of termination or the end of the Term,
    become immediately payable.
	 	 	 	 	 
	 	(c)	Nothing
    in this Agreement shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions
    of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations
    under this Agreement.
	 	 	 	 	 
	24	Survival
    and Indemnification
	 	 
	24.1	Survival
	 	 
	 	The
    provisions of clauses 1, 14.2, 16, 17.2, 17.11, 19, 20, 22, 23, 24 and 25 of this Agreement shall survive, and continue in
    full force and effect, notwithstanding the execution of this Agreement, each Closing, each issue of Amortisation Shares, Conversion
    Shares or Options, each payment and the termination of this Agreement or another Transaction Document or any related provision.


 




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	24.2	Indemnification
	 	 	 	 
	 	(a) 	An
    Indemnified Person shall not be liable to the Company, and the Company shall indemnify and hold harmless each of the Investor,
    any general partner or manager of the Investor, and Affiliates of each of those Parties, and the respective directors, officers,
    members, shareholders, partners, employees, attorneys, agents and permitted successors and assigns of each of the Investor,
    any general partner or manager of the Investor, and Affiliates of each of those Parties (each, an Indemnified Person),
    from and against any and all losses, claims, damages, liabilities, awards, demands and expenses (including, without limitation,
    all judgments, amounts paid in settlements, reasonable solicitors’ fees and costs and attorney fees and disbursements
    and other expenses incurred in connection with investigating, preparing or defending any action, claim, proceeding, suit,
    investigation, or action by any Government Body, pending or threatened, and the costs of enforcement) (collectively, Losses),
    that arise out of, are based on, relate to, or are incurred in connection with, any of the following:
	 	 	 	 
	 	 	(i)	a
    breach or non-performance by the Company of its covenants under this Agreement;
	 	 	 	 
	 	 	(ii)	a
    breach or an inaccuracy of any of the Company’s representations or warranties made in this Agreement;
	 	 	 	 
	 	 	(iii)	an
    untrue statement made in the Materials or the Company’s public filings of a material fact in relation to the Company
    or the Contemplated Transactions;
	 	 	 	 
	 	 	(iv)	any
    non-disclosure of any material fact in relation to the Company or the Contemplated Transactions, or necessary to make the
    statements in the Materials or the Company’s public filings, in light of the circumstances under which they were made,
    not misleading; and
	 	 	 	 
	 	 	(v)	without
    limiting anything contained in this clause 24.2, the execution, delivery, performance or enforcement of any of the Transaction
    Documents or any of the Contemplated Transactions, or any other instruments, documents or agreements executed pursuant to,
    or in connection with, any of those items referred to in clauses 24.2(a)(i) to 24.2(a)(iv),
	 	 	 	 
	 	 	provided,
    however, that the Company shall not indemnify any Indemnified Person from, or hold any Indemnified Person harmless against,
    any Losses that result solely from:
	 	 	 	 
	 	 	(vi)	such
    Indemnified Person’s breach of any representation or warranty contained in this Agreement, or
	 	 	 	 
	 	 	(vii)	such
    Indemnified Person’s fraud, gross negligence or wilful default in performing its obligations under this Agreement.
	 	 	 	 
	 	(b)	To
    the extent that the Company’s undertaking in this clause 24.2 may be unenforceable for any reason, the Company shall
    make the maximum contribution to the payment and satisfaction of all Losses that is permissible under applicable law.
	 	 	 	 
	 	(c) 	To
    the extent that any amount payable to an Indemnified Person in accordance with clause 24.2 is subject to Tax or withholding,
    then, without limiting clause 20, the Company shall increase the amount payable to the Indemnified Person by such additional
    amount as is necessary to ensure that after making the allowance for any Tax that may be payable, the Indemnified Person receives
    the full amount required to be paid before giving effect to such allowance for Tax.
	 	 	 	 
	 	(d)	Each
    indemnity set out in this Agreement:
	 	 	 	 
	 	 	(i)	is
    a continuing obligation, independent of the Company’s other obligations under this Agreement;
	 	 	 	 
	 	 	(ii)	continues
    notwithstanding any termination of this Agreement;


 




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	 	 	(iii)	constitutes
    a liability of the Company separate and independent from any other liability under this Agreement and under any other agreement;
    and
	 	 	 	 
	 	 	(iv)	shall
    survive, and continue in full force and effect, in accordance with clause 24.1.
	 	 	 	 
	 	(e)	The
    Company acknowledges that the indemnity given under this clause 24.2 is directly enforceable against it by any Indemnified
    Person. The Investor holds the benefit of this clause 24.2 on trust for any Indemnified Person.
	 	 	 	 
	25	Miscellaneous
	 	 
	25.1	Time
    of the essence
	 	 
	 	With
    regard to all dates and time periods set out in the Agreement or referred to in any Transaction Document, including as amended,
    time is of the essence.
	 	 
	25.2	No
    partnership or advisory or fiduciary relationship
	 	 
	 	Nothing
    in this Agreement should be construed to create a partnership between the Parties, or a fiduciary or an advisory relationship
    between the Investor or any of its Affiliates and the Company.
	 	 
	25.3	Certificates
	 	 
	 	Each
    certificate or notice given by the Investor to the Company shall be sufficient evidence of an amount or matter in connection
    with any Transaction Document or Contemplated Transaction, unless the content of such certificate or notice is proven to be
    incorrect.
	 	 
	25.4	Remedies
    and injunctive relief
	 	 	 	 
	 	(a)	The
    rights and remedies of the Investor set out in this Agreement and the other Transaction Documents are in addition to all other
    rights and remedies given to the Investor by law or otherwise.
	 	 	 	 
	 	(b)	The
    Company acknowledges that:
	 	 	 	 
	 	 	(i)	monetary
    damages alone would not be adequate compensation to the Investor for a breach by the Company of this Agreement; and
	 	 	 	 
	 	 	(ii)	the
    Investor may seek an injunction or an order for specific performance from a court of competent jurisdiction if:
	 	 	 	 
	 	 	 	(A)	the
    Company fails to comply or threatens not to comply with this Agreement; or
	 	 	 	 	 
	 	 	 	(B)	the
    Investor has reason to believe that the Company will not comply with this Agreement.
	 	 	 	 	 
	25.5	Adjustments
	 	 	 	 	 
	 	(a)	Each
    time when a Security Structure Event occurs the Amortisation Price, Conversion Price, Option Exercise Price, the number of
    Amortisation Shares and Conversion Shares and the number of Options shall be adjusted in accordance with Listing Rule 7.21
    (in respect of the Convertible Securities) or Listing Rule 7.22 (in respect of the Options) as they apply at the time of the
    Security Structure Event.
	 	 	 
	 	(b)	The
    Company will, where required pursuant to the Listing Rules, provide the Investor with notice prior to the books record date
    (to determine entitlements to any new issue of securities made to shareholders generally) to convert any Convertible Security.
	 	 	 
	 	(c)	If
    the Company undertakes a pro rata issue (except a bonus issue), the Conversion Price will be reduced according to the formula
    in Listing Rule 6.22.2.


 




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	 	(d)	If
    there is a bonus issue to the holders of shares in the Company, the number of shares issued as part of an Amortisation Instalment
    Payment or a Conversion may be increased by the number of shares which the Investor would have received if the Convertible
    Security has been converted in full before the record date for the bonus issue.
	 	 	 
	 	(e)	The
    intent of this clause 25.5 is to maintain the relative benefit and burden to the Investor and the Company of their respective
    economic bargains and so that the entitlement of the Shares ultimately issued in respect of any conversion or exercise of
    Securities to participate in profits and assets of the Company will be the same as the entitlement of the Shares into which
    the Securities would have been converted or exercised had there been no Security Structure Event.
	 	 	 
	 	(f)	When
    the Company becomes aware of a fact that may give rise to an adjustment of the Conversion Price, Option Exercise Price, the
    number of Conversion Shares or the number of Options, the Company must promptly notify the Investor of the specifics of the
    fact that may give rise to such adjustment.
	 	 	 	 
	25.6	Successors
    and assigns
	 	 	 	 
	 	(a)	The
    rights and obligations of the Parties under this Agreement are personal and may not be assigned to any other person or assumed
    by any other person, except as expressly provided in this clause 25.6.
	 	 	 
	 	(b)	Neither
    this Agreement nor any of the Company’s rights and obligations under this Agreement may be assigned by the Company without
    the prior written consent of the Investor.
	 	 	 
	 	(c)	The
    Investor may assign this Agreement and/or any of its rights and/or obligations under this Agreement to any third party on
    5 Business Days’ prior written notice to the Company.
	 	 	 
	 	(d)	Nothing
    in this clause 25.6 shall be deemed to prevent the Investor from assigning, transferring, encumbering or otherwise dealing
    with its rights under, or in connection with, the Securities without the consent of any person.
	 	 	 	 
	25.7	Stamp
    Duties
	 	 	 	 
	 	The
    Company must promptly pay all stamp duty payable in connection with this Agreement, any Transaction Document or any other
    document incidental to them.
	 	 	 	 
	25.8	Further
    Assurances
	 	 	 	 
	 	Each
    Party must promptly do all things (including executing and delivering all documents) necessary or desirable to give full effect
    to this Agreement and the transactions contemplated by it provided that the Company meets all costs incurred or payable by
    the Investor in doing such things.
	 	 	 	 
	25.9	Counterparts
	 	 	 	 
	 	This
    Agreement may be executed in any number of counterparts each of which will be considered an original but all of which will
    constitute one and the same instrument. A Party who has executed a counterpart of this Agreement may deliver it to, or exchange
    it with, another Party by:
	 	 	 	 
	 	(a)	faxing;
    or
	 	 	 
	 	(b)	emailing
    a pdf (portable document format) copy of, 
	 	 	 
	 	the
    executed counterpart to that other Party.


 




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	25.10	Notices
	 	 	 	 	 
	 	(a)	Form
	 	 	 	 	 
	 	 	Any
    notice or other communication to or by any Party must be:
	 	 	 	 	 
	 	 	(i)	in
    writing and in the English language;
	 	 	 	 
	 	 	(ii)	addressed
    to the address of the recipient in clause 25.10(d) or to any other address as the recipient may have notified the sender;
    and
	 	 	 	 
	 	 	(iii)	be
    signed by the Party or by an Authorised Officer of the sender.
	 	 	 	 	 
	 	(b)	Manner
	 	 	 	 	 
	 	 	In
    addition to any other method of service authorised by law, the notice may be:
	 	 	 	 	 
	 	 	(i)	personally
    served on a Party;
	 	 	 	 
	 	 	(ii)	left
    at the Party’s current address for service;
	 	 	 	 
	 	 	(iii)	sent
    by facsimile to the Party’s current numbers for service; or
	 	 	 	 
	 	 	(iv)	sent
    by electronic mail to the Party’s electronic mail address.
	 	 	 	 	 
	 	(c)	Time
	 	 	 	 	 
	 	 	If
    a notice is sent or delivered in the manner provided in clause 25.10(b) it must be treated as given to or received by the
    addressee in the case of:
	 	 	 	 	 
	 	 	(i)	delivery
    in person:
	 	 	 	 	 
	 	 	 	(A)	when
    delivered, if received during business hours in the place of delivery; or
	 	 	 	 	 
	 	 	 	(B)	at
    9.00 am on the Business Day immediately following the date of such delivery, if delivered outside of business hours in the
    place of delivery.
	 	 	 	 	 
	 	 	(ii)	facsimile:
	 	 	 	 	 
	 	 	 	(A)	when
    a transmission report has been printed by the sender’s facsimile machine stating that the document has been sent to
    the recipient’s facsimile number (the Facsimile Time), if such time falls within business hours in the place
    of delivery;
	 	 	 	 	 
	 	 	 	(B)	at
    9.00 am on the Business Day immediately following such date of transmission, if sent to the Company at an Australian facsimile
    number at a Facsimile Time that falls outside of business hours in Melbourne, Victoria, Australia; or
	 	 	 	 	 
	 	 	 	(C)	at
    9.00 am on the New York Business Day immediately following such date of transmission, if sent to a number outside of Australia,
    at a Facsimile Time that falls outside of business hours in the place of delivery.
	 	 	 	 	 
	 	 	(iii)	electronic
    mail:
	 	 	 	 	 
	 	 	 	(A)	when
    the sender’s computer reports that the message has been delivered to the electronic mail address of the addressee, (the
    E-mail Time), if such time falls within business hours in the place of delivery;
	 	 	 	 	 
	 	 	 	(B)	at
    9.00 am on the Business Day immediately following the date of the E-mail Time, if sent to the Company and the E-mail Time
    falls outside of business hours in Melbourne, Victoria, Australia; or


 




    	Convertible Securities Purchase Agreement



    	Page 74 



    

 


	 	 	 	(C)	at
    9.00 am on the New York Business Day immediately following the date of the E-mail Time, if sent to the Investor and the E-mail
    Time falls outside of business hours in the City of New York.
	 	 	 	 	 
	 	(d)	Initial
    details


 


	 	The
    addresses and numbers for service are initially:
	 	 	 
	 	Company
	 	 	 
	 	Address:	c/-
    Scottish House, Level 4, 90 William Street, Melbourne, Victoria, 3000, Australia
	 	 	 
	 	Facsimile:	+1
    (310) 861-5396 
	 	 	 
	 	Electronic
    Mail:	ted@engage-bdr.com
	 	 	 
	 	Attention:	Ted
    Dhanik
	 	 	 
	 	With
    copies to 
	 	 	 
	 	Engage:BDR:
	 	 	 
	 	Address:	8439
    Sunset Boulevard, Suite 302, West Hollywood, CA 90069 USA
	 	 	 
	 	Facsimile:	+1
    (310) 861-5396 
	 	 	 
	 	Electronic
    Mail:	ted@engage-bdr.com
	 	 	 
	 	Attention:	Ted
    Dhanik
	 	 	 
	 	and	 
	 	 	 
	 	Quinert
    Rodda & Associated Pty Ltd
	 	 	 
	 	Street
    Address:	Level
    6, 400 Collins Street, Melbourne, Victoria, Australia 3000 
	 	 	 
	 	Postal
    Address:	PO
    Box 16109, Collins Street West, Victoria, Australia 8007 
	 	 	 
	 	Facsimile:	+61
    3 8692 9040
	 	 	 
	 	Electronic
    Mail:	d.rodda@qrlawyers.com.au
    and enquiries@qrlawyers.com.au
	 	 	 
	 	Attention:	David
    Rodda
	 	 	 
	 	Investor
	 	 	 
	 	Address:	c/
    - Ayrton Capital LLC, 222 Broadway, 19th Floor, New York, NY 10038, USA
	 	 	 
	 	Facsimile:	+1-646-849-1267
    
	 	 	 
	 	Electronic
    Mail:	wk@ayrtonllc.com
	 	 	 
	 	Attention:	Waqas
    Khatri 
	 	 	 
	 	With
    copies to
	 	 	 
	 	Address:	c/
    - Ayrton Capital LLC, 222 Broadway, 19th Floor, New York, NY 10038, USA
	 	 	 
	 	Facsimile:	+1-646-849-1267
    
	 	 	 
	 	Electronic
    Mail:	mfreidin@ayrtonllc.com


 




    	Convertible Securities Purchase Agreement



    	Page 75 



    

 


	 	Attention:	Marian
    Freidin 
	 	 	 
	 	and	 
	 	 	 
	 	Thomson
    Geer Lawyers
	 	 	 
	 	Address:	Level
    28, 1 Eagle Street Brisbane, Queensland, Australia 4000
	 	 	 
	 	Facsimile:	+61
    7 3338 7922 
	 	 	 
	 	Electronic
    Mail:	mreynolds@tglaw.com.au
	 	 	 
	 	Attention:	Matthew
    Reynolds


 


	25.11	Waiver
	 	 	 	 
	 	(a)	A
    Party’s waiver of a right under or relating to this Agreement, whether prospectively or retrospectively, is not effective
    unless it is in writing and signed by that Party.
	 	 	 	 
	 	(b)	No
    other act, omission or delay by a Party will constitute a waiver of a right.
	 	 	 
	 	(c)	No
    waiver of any default with respect to any provision, condition or requirement of this Agreement (including an Event of Default)
    shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
    condition or requirement, nor shall any delay or omission of any Party to exercise any right under this Agreement, in any
    manner impair the exercise of any such right.
	 	 	 	 
	25.12	Variation
	 	 	 	 
	 	An
    amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.
	 	 	 	 
	25.13	Legal
    Costs
	 	 	 	 
	 	The
    Company shall bear all costs of the Investor incurred in respect of or arising from this Agreement and each Transaction Document,
    including without limitation the Investor’s legal costs in connection with the negotiation, execution and exchange of
    this Agreement, each Transaction Document and the Contemplated Transactions or a breach of this Agreement or any Transaction
    Document by the Company, and will make due payment of such costs upon presentation of an invoice by the Investor.
	 	 	 	 
	25.14	Transaction
    costs
	 	 	 	 
	 	The
    Company must pay:
	 	 	 	 
	 	(a)	any
    transaction costs associated with the issue of the Securities (including, registry fees, wire fees and statement of holding
    costs) and must reimburse the Investor promptly on notice to the Company to the extent that the Investor pays such costs directly;
    and
	 	 	 
	 	(b)	any
    charge, cost, expense, outgoing, payment or other expenditure of any nature incurred by the Investor as a result of or arising
    from, whether directly or indirectly:
	 	 	 
	 	 	(i)	the
    Company being unable or not permitted to issue Amortisation Shares as specified in any Amortisation Election Notice (and for
    the purpose of this clause, any deemed variation of an Amortisation Election Notice reducing the number of Amortisation Shares
    pursuant to clause 5.2(j) shall be disregarded); or
	 	 	 	 
	 	 	(ii)	the
    Company being unable or not permitted to issue Conversion Shares as specified in any Conversion Notice (and for the purpose
    of this clause, any deemed variation of a Conversion Notice reducing the number of Conversion Shares pursuant to clause 6.3(g)
    shall be disregarded).


 




    	Convertible Securities Purchase Agreement



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	25.15	Buy-In
	 	 	 	 
	 	(a)	In
    addition to all other available remedies which the Investor may pursue under this Agreement or any other Transaction Document,
    if on or prior to any applicable date for the issue of any Investor Shares (Share Delivery Date) the Company:
	 	 	 	 
	 	 	(i)	fail
    to issue the Investor the number of Shares to which the Investor is entitled pursuant to any Transaction Document; or
	 	 	 	 
	 	 	(ii)	any
    Shares issued to the Investor are for any reason not able to be freely traded pursuant to section 707 of the Corporations
    Act or otherwise,
	 	 	 	 
	 	 	(each
    a Conversion Failure), and if on or after such Share Delivery Date (but prior to the Company remedying any such failure)
    the Investor purchases (in an open market transaction or otherwise) Shares relating to the applicable Conversion Failure (a
    Buy- In), then the Company shall, within three (3) Trading Days after the Investor’s request and in the Investor’s
    discretion, pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage
    commissions and out-of-pocket expenses, if any) for the Shares so purchased (such number of Shares not to exceed the number
    of Shares failed to be issued or which are not freely tradeable, as applicable) (Buy-In Price).
	 	 	 	 
	 	(b)	Nothing
    in this clause 25.15 shall limit the Investor’s right to pursue any other remedies available to it under this Agreement,
    any other Transaction Document, at law or in equity including, without limitation, a decree of specific performance and/or
    injunctive relief with respect to the Company’s failure to timely issue Shares as required pursuant to the terms of
    this Agreement.
	 	 	 	 
	25.16	Payments
    under this Agreement
	 	 	 	 
	 	Any
    payment to be made pursuant to the terms of this Agreement shall be made by electronic funds transfer or telegraphic transfer
    of cleared funds, except as expressly stated in this Agreement or unless the Parties agree otherwise.
	 	 	 	 
	25.17	Publicity
    and confidentiality
	 	 	 	 
	 	(a)	On
    or before 9:30 a.m., Melbourne time, on the first Trading Day following the Execution Date, the Company shall issue an announcement
    on the ASX announcement platform, in a form agreed by the Investor, describing the terms of the transactions contemplated
    by the Transaction Documents (ASX Announcement).
	 	 	 
	 	(b)	The
    ASX Announcement shall include all information that would be considered ‘inside information’ pursuant to Division
    3 of Part 7.10 of the Corporations Act (inside information).
	 	 	 
	 	(c)	The
    Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written
    or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates
    or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further
    force or effect. Except as required to comply with the terms and conditions of the Transaction Documents, the Company shall
    not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates
    and agents, not to, provide the Investor with any inside information regarding the Company or any of its Subsidiaries from
    and after the Execution Date without the express written consent of the Investor in respect of the specific inside information.
	 	 	 
	 	(d)	If
    the Investor has, or reasonably believes it has, received any such inside information regarding the Company or any of its
    Subsidiaries provided in breach of clause 25.17(c), it shall provide the Company with written notice thereof in which case
    the Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of any such inside information
    provided in breach of clause 25.17(d) or confirm in writing that such information does not constitute inside information regarding
    the Company or any of its Subsidiaries.


 




    	Convertible Securities Purchase Agreement



    	Page 77 



    

 


	 	(e)	To
    the extent that the Company, its Subsidiaries or any of its or their respective officers, directors, employees, affiliates
    or agents delivers any inside information to the Investor without the Investor’s prior written consent, the Company
    hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries
    or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company,
    any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the
    basis of, such inside information.
	 	 	 
	 	(f)	Other
    than as set out in this clause 25.17, neither the Company nor its Subsidiaries shall issue any press releases or any other
    public statements with respect to the Contemplated Transactions.
	 	 	 
	 	(g)	Clause
    25.17(g) shall not prohibit the Company making any public disclosure with respect to the Contemplated Transactions:
	 	 	 
	 	 	(i)	in
    substantial conformity with the ASX Announcement;
	 	 	 	 
	 	 	(ii)	as
    is required by applicable law, regulation or ASX Listing Rules;
	 	 	 	 
	 	 	provided
    that to the extent practicable in the circumstances, and without requiring the Company to delay any announcement where required
    to be released to comply with any applicable law, regulation or ASX Listing Rules, the Investor shall be consulted by the
    Company in connection with any such disclosure. Nothing in this clause shall entitle the Company to disclose the name of the
    Investor unless the prior written consent of the Investor has been obtained which consent shall not be unreasonably withheld
    or delayed.
	 	 	 	 
	 	(h)	Notwithstanding
    anything to the contrary in this Agreement, without the prior written consent of the Investor, neither the Company nor any
    of its Subsidiaries or Affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise
    other than in connection with the Contemplated Transactions unless such disclosure is required by law, regulation or the ASX
    Listing Rules and the prior written consent of the Investor to such disclosure has been obtained, which consent shall not
    be unreasonably withheld or delayed.
	 	 	 	 
	25.18	Non-public
    information
	 	 	 	 
	 	(a)	The
    Company shall not, directly or indirectly, and shall cause its Affiliates and agents and representatives not to, at any time
    after the date of this Agreement, without the prior consent of the Investor to the specific disclosure, disclose inside information
    or material non-public information to an Indemnified Person (Non-public Information).
	 	 	 
	 	(b)	Where
    the Investor has consented to such disclosure, the Company shall identify all material Non-public Information as such, and
    provide the Investor with the opportunity to accept or refuse to accept such material Non-public Information.
	 	 	 
	 	(c)	In
    the event that the Company notwithstanding the provisions of clause 25.18(a) discloses material Non-public Information to
    an Indemnified Person without the prior consent of the Investor, the Investor may request that the Company release the same
    and unless release of the same would result in the directors of the Company breaching their fiduciary or statutory duties,
    the Company must release the material Non-public Information to ASX within three Trading Days of being requested to do so.
	 	 	 	 
	25.19	Moratorium
    legislation
	 	 	 	 
	 	Any
    law which varies prevents or prejudicially affects the exercise by a Party of any right, power or remedy conferred on it under
    this Agreement is excluded to the extent permitted by law.


 




    	Convertible Securities Purchase Agreement



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	25.20	Severability
	 	 	 	 
	 	If
    a provision of this Agreement is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction
    and the remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any
    other jurisdiction is not affected.
	 	 	 	 
	25.21	Illegality
    and impossibility
	 	 	 	 
	 	(a)	Without
    limiting the generality of the Investor’s rights set out elsewhere in this Agreement in connection with the Events of
    Default set out in clauses 21.1(v) and 21.1(w) and in clause 25.20, if in the reasonable opinion of the Investor, at any time
    there exists a Law which, or an official or reasonable interpretation of which, makes it, or may make it, illegal or impossible
    in practice for the Investor to undertake any of the Contemplated Transactions, or render any of the Contemplated Transactions
    unenforceable, void or voidable, the Investor may, by giving a notice to the Company, suspend or cancel some or all of its
    obligations under this Agreement, or terminate this Agreement, as indicated in such notice.
	 	 	 	 
	 	(b)	Such
    suspension or cancellation (but not such termination) shall apply only to the extent necessary to avoid such illegality or
    impossibility.
	 	 	 	 
	25.22	Entire
    Understanding
	 	 	 	 
	 	This
    Agreement:
	 	 	 	 
	 	(a)	is
    the entire agreement and understanding between the Parties about the subject matter of this Agreement; and
	 	 	 	 
	 	(b)	supersedes
    any prior agreement, understanding and negotiations on anything connected with that subject matter.
	 	 	 	 
	25.23	Governing
    Law and Jurisdiction
	 	 	 	 
	 	(a)	Governing
    law
	 	 	 	 
	 	 	This
    Agreement is governed by and construed in accordance with the laws of Victoria, Australia.
	 	 	 	 
	 	(b)	Jurisdiction
	 	 	 	 
	 	 	Each
    Party irrevocably:
	 	 	 	 
	 	 	(i)	submits
    to the non-exclusive jurisdiction of the courts of Victoria, Australia, Australia and the courts competent to determine appeals
    from those courts, with respect to any proceedings which may be brought at any time relating to this Agreement; and
	 	 	 	 
	 	 	(ii)	waives
    any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future
    have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 25.23(b)(i).


 




    	Convertible Securities Purchase Agreement



    	Page 79 



    

 


Schedule
1


 


Disclosure
Schedule


 


Part
A


 


	Number	 	Class
    of security
	583,141,170	 	Ordinary
    fully paid shares
	33,999,993	 	Listed
    Options exercisable at A$0.25 (25 Australian cents) per option by 14 December 2020 (ASX code EN1O)
	235,000	 	Unlisted
    convertible notes issued at USD$0.90 per Note with a face value of USD$1.00 per Note being “Series 3 Notes” as
    identified in paragraph (a) of the definition of “Approved Agreements”.
	8,676,093	 	Unlisted
    options exercisable at A$0.052 (5.2 Australian cents), expiring on 26 January 2022.


 


Part
B


 


Asar
Investment Holdings, Inc., et al. vs Engage BDR, LLC, et al., LASC 19SMCV01112; and


 


Ted
Dhanik, et al. v. Driss Ouazzani, et al., LASC 19SMCV01125 (in which the Company is a plaintiff).


 


Part
C


 


None.



 


Part
D 


 


None


 




    	Convertible Securities Purchase Agreement



    	Page 80 



    

 


Schedule
2


 


Convertible
Security Certificate


 


[Company
Letterhead]


 


UNSECURED
CONVERTIBLE SECURITY CERTIFICATE


 


(Company)


 


	Note
    Certificate No:	[insert]
	 	 
	Face
    Value	US$[insert]


 


This
certifies that Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B of c/- Ayrton Capital LLC, 1180 Avenue
of Americas, Suite 842, New York, NY 10036 (Investor) is registered as a holder of a Convertible Security [A/B/C/D/E/F/G]
issued by the Company. The terms and conditions attaching to the Convertible Security are recorded in the Convertible Securities
Purchase Agreement between the Company and the Investor dated [insert date] (Security Conditions).


 


Terms
used in this Convertible Security Certificate which are not defined have the same meaning as set out in the Security Conditions.


 


This
certificate is issued by the Company on and subject to the terms and conditions of the Security Conditions.


 


	Dated:	[insert]




 


	Executed
    by
	 
	 	 	 
	Director	 	Director/Secretary
    (if applicable)
	 	 	 
	 	 	 
	Print
    full name of Director	 	Print
    full name of Director/Secretary


 




    	Convertible Securities Purchase Agreement



    	Page 81 



    

 


Schedule
3


 


Form
of Board Resolution


 


Circulating
resolution of the Directors of engage:BDR Limited ACN 621 160 585


 


	1	Documents
	 	 	 	 
	 	engage:BDR
    Limited ACN 621 160 585 (Company) proposes to enter into an agreement with Ayrton Capital LLC on or about [insert
    date] (Agreement).
	 	 	 	 
	2	Approval
    of transaction
	 	 	 	 
	 	The
    directors acknowledge the accuracy of the Company’s representations and warranties contained in the Agreement and note
    that:
	 	 	 	 
	 	●	the
    entry into the transactions evidenced by the Agreement is:
	 	 	 	 
	 	 	○	in
    the best interests of the Company and for its commercial benefit; and
	 	 	 	 
	 	 	○	in
    accordance with the constitution of the Company;
	 	 	 	 
	 	●	at
    the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect
    that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due;
    and
	 	 	 	 
	 	●	the
    Company’s execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not
    cause the Company to contravene:
	 	 	 	 
	 	 	○	Section
    260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company’s
    shares);
	 	 	 	 
	 	 	○	Chapter
    2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or
	 	 	 	 
	 	 	○	any
    provision of the Corporations Act or of any other statute by which the Company is bound.
	 	 	 	 
	 	Resolved
    that:
	 	 	 	 
	 	The
    Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the
    Agreement and the Transaction Documents together the Documents) are each approved.
	 	 	 	 
	3	Approval
    of execution
	 	 	 	 
	 	Resolved
    that:
	 	 	 	 
	 	The
    Company execute and deliver the Agreement in a form and with any changes (whether or not material and whether or not involving
    changes to the Parties) as any director or secretary of the Company who executes the Agreement may, as conclusively evidenced
    by his or her execution, approve.
	 	 	 	 
	4	Authorised
    officers
	 	 	 	 
	 	Resolved
    that:
	 	 	 	 
	 	The
    following persons [Insert names] be severally authorised to execute and deliver for and on behalf of the Company all documents,
    notices, instruments, certificates and communications necessary or desirable to be executed and delivered by and on behalf
    of the Company under and in accordance with the Documents.


 




    	Convertible Securities Purchase Agreement



    	Page 82 



    

 


	5	Further
    assurances
	 	 	 	 
	 	Resolved
    that:
	 	 	 	 
	 	Each
    director, secretary and Authorised Officer (appointed pursuant to resolution 4) of the Company be severally authorised to
    do any act, matter or thing and to execute and deliver any other document as he or she may deem necessary, advisable or incidental
    in connection with the preceding resolutions or any Document and to perform the obligations of the Company under the Documents.
	 	 	 	 
	6	Statement
	 	 	 	 
	 	The
    directors of the Company are in favour of the resolutions set out above.


 


Signed
by the directors:


 


		 	
	Signature	 	Signature



 


	Print
    Name:	 	 	Print
    Name: 	 



 


	Dated:
    	 	 	Dated:	 



 


		 	
	Signature	 	Signature



 


	Print
    Name: 	 	 	Print
    Name: 	 



 


	Dated:
    	 	 	Dated:
    	 


 




    	Convertible Securities Purchase Agreement



    	Page 83 



    

 


Schedule
4


 


Amortisation
Election Notice


 


engage:BDR
Limited ACN 621 160 585 – Convertible Security Purchase Agreement –


Repayment
Notice


 


To:


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


c/-
Ayrton Capital LLC


1180
Avenue of Americas, Suite 842,


New
York, NY 10036


 


Attention:
Mr Waqas Khatri


 


This
notice is given in connection with the Convertible Security Purchase Agreement, dated [insert date] 2019 (Agreement) between
engage:BDR Limited ACN 621 160 585 (Company) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio
B (Investor). Capitalised terms used but not otherwise defined in this certificate shall have the meaning given to such
terms in the Agreement.


 


The
Company gives notice to the Investor of the following:


 


	Amortisation
    Date:	[insert]
	Amortisation
    Instalment Amount:	[insert
    amount]
	 	 
	Amount
    to be satisfied by Amortisation Shares:	[insert]
	 	 
	Amount
    to be satisfied by Cash Payment:	[insert]


 


	Date:	[insert
    date] 




 


Yours
sincerely,


 


engage:BDR
Limited ACN 621 160 585


 


	By:		 
	 	 	 
	Name:		 
	 	 	 
	Title:		 


 




    	Convertible Securities Purchase Agreement



    	Page 84 



    

 


Schedule
5


 


Form
of CEO Certificate


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


c/-
Ayrton Capital LLC


1180
Avenue of Americas,


Suite
842,


New
York, NY 10036


Attention:
Mr Waqas Khatri


 


	Date:	[Insert
    date]


 


This
certificate is given in connection with the Convertible Security Purchase Agreement, dated [insert date] 2019 (Agreement)
between engage:BDR Limited ACN 621 160 585 (Company) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio
B (Investor). Capitalised terms used but not otherwise defined in this certificate shall have the meaning given to such
terms in the Agreement.


 


I
certify, on behalf of the Company that, as at the date of this certificate, the Company:


 


	1	has
    performed or complied in all material respects with all agreements and covenants required, prior to the [Closing/Amortisation/Conversion/issue
    of Collateral Shares], to be performed or complied with by the Agreement between the Company and the Investor dated as of
    the date of this letter (Agreement);
	 	 
	2	the
    representations and warranties of the Company contained in this Agreement are true and correct in all material respects as
    of the dates as of which they are made or deemed to be made under this Agreement;
	 	 
	3	all
    conditions to the [Closing/Amortisation/Conversion/issue of Collateral Shares] have been satisfied;
	 	 
	4	[delete
    if no Securities are to be issued] the Company [delete one]
	 	 
	 	[has
    obtained approval of shareholders of the Company in general meeting for the issue of the relevant Securities the subject of
    this [Closing/Amortisation/Conversion/issue of Collateral Shares] at a meeting of shareholders on [insert date] OR
	 	 
	 	does
    not require shareholder approval for the issue of the relevant Securities the subject of this [Closing/Amortisation/Conversion/issue
    of Collateral Shares] as the Company has sufficient capacity under Listing Rule 7.1 or 7.1A to issue the relevant Securities];
    and
	 	 
	5	[delete
    if no Securities are to be issued] the Company is entitled under the Agreement to require the Investor to subscribe for the
    relevant Securities the subject of this [Closing/Amortisation/Conversion/issue of Collateral Shares].


 


For
the purposes of this certificate, [Closing/Amortisation/Conversion/Collateral Shares] has the meaning given to that term in the
Agreement.


 


Signed
for and on behalf of engage:BDR Limited ACN 621 160 585:


 


		 
	Signature	 
	 	 
		 
	Name	 
	 	 
		 
	Position	 


 




    	Convertible Securities Purchase Agreement



    	Page 85 



    

 


Schedule
6


 


Withdrawal
Notice


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


 


c/-
Ayrton Capital LLC


1180
Avenue of Americas,


Suite
842,


New
York, NY 10036


Attention:
Mr Waqas Khatri


 


	Date:	[insert
    date]


 


This
certificate is given in connection with the Convertible Security Purchase Agreement, dated [insert date] 2019 (Agreement)
between engage:BDR Limited ACN 621 160 585 (Company) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio
B (Investor). Capitalised terms used but not otherwise defined in this certificate shall have the meaning given to such
terms in the Agreement.


 


The
Company hereby issues this Withdrawal Notice to the Investor and, subject to the terms of the Agreement: [Delete that which
does not apply]


 


[Convertible
Security B – hereby varies the Investment Amount for the Convertible Security B to [insert] and requires the Investor
in accordance with the terms of the Agreement.]


 


	Signed
    for and on behalf of [Insert Name] Limited:	 
	 	 
		 
	Signature	 
	 	 
		 
	Name	 
	 	 
		 
	Position	 


 




    	Convertible Securities Purchase Agreement



    	Page 86 



    

 


Schedule
7


 


[Not
used]


 




    	Convertible Securities Purchase Agreement



    	Page 87 



    

 


Schedule
8 


 


Option
Deed


 



 


Share
Option Deed


 


between


 


engage:BDR
Limited


ACN
621 160 585


(Company)


 


and


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


(Grantee)


 






    	Convertible Securities Purchase Agreement



     


    

 


 


Table
of contents


 


	1	Definitions
    and interpretation	1
	 	 	 
	 	1.1	Definitions	1
	 	1.2	Interpretation	1
	 	1.3	Business
    Days	2
	 	1.4	Parties	2
	 	 	 	 
	2	Options	2
	 	 	 
	 	2.1	Disclosure
    Document	2
	 	2.2	Grant
    of Options	2
	 	2.3	Holding
    Statement	2
	 	2.4	No
    money payable	2
	 	2.5	Option
    Register	2
	 	2.6	Exercise
    of Options	2
	 	 	 	 
	3	Other
    obligations of Company	2
	 	 	 
	 	3.1	Reports                      	2
	 	3.2	Notices
    to Grantee and under Listing Rules	2
	 	 	 	 
	4	Notices	3
	 	 	 
	 	4.1	Form	3
	 	4.2	Manner	3
	 	4.3	Time	3
	 	4.4	Initial
    details	3
	 	4.5	Changes	4
	 	 	 	 
	5	Governing
    law and jurisdiction	5
	 	 	 
	 	5.1	Governing
    law	5
	 	5.2	Jurisdiction	5
	 	 	 	 
	6	Miscellaneous	5
	 	 	 
	 	6.1	Exercise
    rights	5
	 	6.2	Legal
    effect	5
	 	6.3	Merger	5
	 	6.4	Moratorium
    legislation	5
	 	6.5	No
    assignment	5
	 	6.6	Remedies
    cumulative	5
	 	6.7	Severability	5
	 	6.8	Time
    of the essence	6
	 	6.9	Further
    assurance	6
	 	6.10	Variation	6
	 	6.11	Waiver	6
	 	6.12	Counterparts	6
	 	6.13	Whole
    agreement	6


 


	Schedule
    1	7
	 	 
	Terms
    and Conditions of Options 	7


 





 



    	 



    	Schedule 8 – Form of Share Option Deed



    




 





 


	This
    deed is made on	September
    ....., 2019


 


	between	engage:BDR
    Limited ACN 621 160 585 of Scottish House, Level 4, 90 William Street, Melbourne, Victoria, 3000, Australia (Company)
	 	 
	and	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio B c/- Ayrton Capital LLC, 222 Broadway, 19th Floor, New York,
    NY 10038 (Grantee)


 


Recitals


 


	A	The
    Company has agreed to grant the Options to the Grantee subject to the terms of this Deed.
	 	 
	B	The
    Company and the Grantee are parties to the Convertible Securities Purchase Agreement.


 


Now
it is covenanted and agreed as follows:


 


	1	Definitions
    and interpretation


 


	1.1	 	Definitions
	 	 	 	 
	 	 	In
    this deed:
	 	 	 	 
	 	 	Convertible
    Securities Purchase Agreement means the document titled ‘Convertible Securities Purchase Agreement’ entered
    into by the Company and the Grantee on or about the date of this deed;
	 	 	 	 
	 	 	Disclosure
    Document means a disclosure document issued by the Company pursuant to and in compliance with Chapter 6D of the Corporations
    Act (as, if applicable, amended by ASIC under legislative instrument pursuant to section 741 of the Corporations Act including
    without limitation ASIC Corporations (Offers of Convertibles) Instrument 2016/83 and ASIC Corporations (Sale Offers that do
    not need disclosure) Instrument 2016/80) pursuant to which, if lodged with ASIC, the Company issues the Options;
	 	 	 	 
	 	 	Issue
    Date means the earlier of:
	 	 	 	 
	 	 	(a)	the
    date the Options are issued;
	 	 	 	 
	 	 	(b)	the
    date being 1 Business Day after the Shareholder Approval has been obtained; and
	 	 	 	 
	 	 	(c)	the
    Second Closing Date;
	 	 	 	 
	 	 	Market
    Price means the price that is equal to the closing bid price of the Shares on the Trading Day that is immediately prior
    to the Issue Date;
	 	 	 	 
	 	 	Options
    means 13,750,000 options to subscribe for Shares, granted pursuant to clause 2.2;
	 	 	 	 
	 	 	Share
    means a fully paid ordinary share in the capital of the Company; and
	 	 	 	 
	 	 	Shareholder
    Approval means the approval of shareholders of the Company for the issue of the Options to be obtained by the Company
    pursuant to Listing Rule 7.1.


 





 




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	1.2	 	Interpretation
	 	 	 	 	 
	 	 	(a)	Unless
    the contrary intention appears, a reference in this deed to:
	 	 	 	 	 
	 	 	 	(i)	this
    deed or another document includes any variation or replacement of it despite any change in the identity of the parties;
	 	 	 	 	 
	 	 	 	(ii)	one
    gender includes the others;
	 	 	 	 	 
	 	 	 	(iii)	the
    singular includes the plural and the plural includes the singular;
	 	 	 	 	 
	 	 	 	(iv)	a
    person, partnership, corporation, trust, association, joint venture, unincorporated body, Government Body or other entity
    includes any other of them;
	 	 	 	 	 
	 	 	 	(v)	an
    item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of,
    or schedule or attachment to, this deed and a reference to this deed includes any schedule or attachment;
	 	 	 	 	 
	 	 	 	(vi)	a
    party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party
    by novation) and permitted assigns;
	 	 	 	 	 
	 	 	 	(vii)	any
    statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments,
    re- enactments or replacements of any of them;
	 	 	 	 	 
	 	 	 	(viii)	money
    is to Australian dollars, unless otherwise stated; and
	 	 	 	 	 
	 	 	 	(ix)	a
    time is a reference to Australian Eastern Standard time unless otherwise specified.
	 	 	 	 	 
	 	 	(b)	The
    words include, including, such as, for example and similar expressions are not to be construed as words of limitation.
	 	 	 	 	 
	 	 	(c)	Where
    a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression
    have a corresponding meaning.
	 	 	 	 	 
	 	 	(d)	Headings
    and any table of contents or index are for convenience only and do not affect the interpretation of this deed.
	 	 	 	 	 
	 	 	(e)	A
    provision of this deed must not be construed to the disadvantage of a party merely because that party or its advisers were
    responsible for the preparation of this deed or the inclusion of the provision in this deed.
	 	 	 	 	 
	 	 	(f)	Any
    term used in this deed but not defined in this deed has the meaning set out in the Convertible Securities Purchase Agreement.
	 	 	 	 	 
	1.3	 	Business
    Days
	 	 	 	 	 
	 	 	(a)	If
    anything under this deed must be done on a day that is not a Business Day, it must be done instead on the next Business Day.
	 	 	 	 	 
	 	 	(b)	If
    an act is required to be done on a particular day, it must be done before 5.00pm on that day or it will be considered to have
    been done on the following day.
	 	 	 	 	 
	1.4	 	Parties
	 	 	 	 	 
	 	 	(a)	If
    a party consists of more than one person, this deed binds each of them separately and any two or more of them jointly.
	 	 	 	 	 
	 	 	(b)	An
    agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly
    and each of them separately.
	 	 	 	 	 
	 	 	(c)	An
    agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and each
    of them separately.


 





 




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    	 	Schedule 8 – Form of Share Option Deed
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	2	Options
	 	 	 
	2.1	Disclosure
    Document
	 	 	 
	 	 	Before
    the Issue Date, the Company may lodge with ASIC a Disclosure Document pursuant to which the Options will be issued to the
    Grantee.
	 	 	 
	2.2	Grant
    of Options.
	 	 	 
	 	(a)	In
    consideration of the Grantee agreeing to enter into the Convertible Securities Purchase Agreement, the Company grants to the
    Grantee the Options on the Issue Date. If the Company has lodged a Disclosure Document with ASIC as provided for in clause
    2.1, it must issue the Options pursuant to that Disclosure Document.
	 	 	 
	 	(b)	Each
    Option is granted on, and subject to, the terms set out in this deed, including the terms and conditions set out in Schedule
    1. The Company undertakes in favour of the Grantee that it will comply with those terms.
	 	 	 
	2.3	Holding
    Statement
	 	 	 
	 	 	On
    grant of the Options, the Company must deliver to the Grantee a holding statement evidencing the Options and setting out the
    terms of issue.
	 	 	 
	2.4	No
    money payable
	 	 	 
	 	 	No
    money is payable by the Grantee in consideration of the grant of the Options.
	 	 	 
	2.5	Option
    Register
	 	 	 
	 	 	The
    Company will maintain a register of all Options on issue in accordance with Chapter 2C of the Corporations Act.
	 	 	 
	2.6	Exercise
    of Options
	 	 	 
	 	Upon
    exercise of any Option, the Optionholder shall simultaneously:
	 	 	 
	 	(a)	deduct
    from the Exercise Price any amounts payable by the Company pursuant to the Investment Banking Agreement an Engagement Letter
    between the Company and Viriathus Capital LLC Series dated 2 October 2018, being 4% of the Exercise Price of each Option exercised
    (Investment Fee); and
	 	 	 
	 	(b)	pay
    the Investment Fee direct to Viriathus Holdings LLC; and
	 	 	 
	 	(c)	pay
    the balance of the Exercise Price to the Company or as the Company directs in writing in cleared funds.
	 	 	 
	3	Other
    obligations of Company
	 	 	 
	3.1	Reports
	 	 	 
	 	Every report and other document sent by the Company to its shareholders generally must, whilst any Options are on issue, be sent also to the Grantee.
	 	 	 
	3.2	Notices to Grantee and under Listing Rules
	 	 	 
	 	Whenever the number of Shares comprised in an Option or the exercise price applicable to each such Option is adjusted under this deed (including without limitation the terms of the options set out in Schedule 1), the Company must give notice of the adjustment to the Grantee in addition to giving notice to the ASX in the manner prescribed by the Listing Rules. The notice issued to the Grantee shall set out in reasonable detail the method of calculation and the facts upon which such calculation is based.


 





 




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    	 	Schedule 8 – Form of Share Option Deed
	Page 4



    

 


 


	4	Notices
	 	 
	4.1	Form
	 	 
	 	Any
    notice or other communication to or by any party must be:
	 	 
	 	(a)	in
    writing and in the English language;
	 	 
	 	(b)	addressed
    to the address of the recipient in clause 4.4 or to any other address as the recipient may have notified the sender; and
	 	 
	 	(c)	be
    signed by the party or by an Authorised Officer of the sender.
	 	 
	4.2	Manner
	 	 
	 	In
    addition to any other method of service authorised by law, the notice may be:
	 	 
	 	(a)	personally
    served on a party;
	 	 
	 	(b)	left
    at the party’s current address for service;
	 	 
	 	(c)	sent
    to the party’s current address for service by prepaid ordinary mail or if the address is outside Australia by prepaid
    airmail;
	 	 
	 	(d)	sent
    by facsimile to the party’s current numbers for service; or
	 	 
	 	(e)	sent
    by electronic mail to the party’s electronic mail address.
	 	 
	4.3	Time
	 	 
	 	If
    a notice is sent or delivered in the manner provided in clause 4.2 it must be treated as given to or received by the addressee
    in the case of:
	 	 
	 	(a)	delivery
    in person, when delivered;
	 	 
	 	(b)	delivery
    by post:
	 	 
	 	 	(i)	in
    Australia to an Australian address, the fourth Business Day after posting; or
	 	 	 	 	 
	 	 	(ii)	in
    any other case, on the tenth Business Day after posting;
	 	 
	 	(c)	facsimile,
    when a transmission report has been printed by the sender’s facsimile machine stating that the document has been sent
    to the recipient’s facsimile number; or
	 	 
	 	(d)	electronic
    mail, when the sender’s computer reports that the message has been delivered to the electronic mail address of the addressee,
	 	 
	 	but
    if delivery is made after 11.59pm on a Business Day it must be treated as received on the next Business Day in that place.


 


	4.4	Initial
    details
	 	 
	 	The
    addresses and numbers for service are initially:
	 	 	 	 	 
	 	Company
	 	 
	 	Address:	 	c/-
    Scottish House, Level 4, 90 William Street, Melbourne, Victoria, 3000, Australia
	 

        

        
	Facsimile:	 	+1
    (310) 861-5396 
	 	Electronic Mail:	 	ted@engage-bdr.com


 





 




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    	 	Schedule 8 – Form of Share Option Deed
	Page 5



    

 


 


	 	 	Attention:	Ted
    Dhanik
	 	 	 	 
	 	 	With
    copies to 
	 	 	Engage:BDR:
	 	 	 	 
	 	 	Address:	8439
    Sunset Boulevard, Suite 302, West Hollywood, CA 90069 USA 
	 	 	Facsimile:	+1
    (310) 861-5396
	 	 	Electronic
    Mail:	ted@engage-bdr.com
	 	 	Attention:	Ted
    Dhanik
	 	 	 	 
	 	 	and	 
	 	 	 	 
	 	 	Quinert
    Rodda & Associated Pty Ltd
	 	 	 	 
	 	 	Street
    Address:	Level
    6, 400 Collins Street, Melbourne, Victoria, Australia 3000 
	 	 	Postal
    Address:	PO
    Box 16109, Collins Street West, Victoria, Australia 8007 
	 	 	Facsimile:	+61
    3 8692 9040
	 	 	Electronic
    Mail:	d.rodda@qrlawyers.com.au
    and enquiries@qrlawyers.com.au
	 	 	Attention:	David
    Rodda
	 	 	 	 
	 	 	Grantee
	 	 	 	 
	 	 	Address:	c/-
    Ayrton Capital LLC, 222 Broadway, 19th Floor, New York, NY 10038 
	 	 	Facsimile:	+1-646-849-1267
	 	 	Electronic
    Mail:	wk@ayrtonllc.com
	 	 	Attention:	Waqas
    Khatri
	 	 	 	 
	 	 	With a copies to	 
	 	 	Address:	c/-
    Ayrton Capital LLC, 222 Broadway, 19th Floor, New York, NY 10038 
	 	 	Facsimile:	+1-646-849-1267
	 	 	Electronic
    Mail:	mfreidin@ayrtonllc.com
	 	 	Attention:	Marian
    Freidin
	 	 	 	 
	 	 	And	 
	 	 	 	 
	 	 	Thomson
    Geer
	 	 	 	 
	 	 	Address:	Level
    28, 1 Eagle Street Brisbane, Queensland, Australia 4000 
	 	 	Facsimile:	+61
    7 3338 7922
	 	 	Electronic
    Mail:	mreynolds@tglaw.com.au
	 	 	Attention:	Matthew
    Reynolds
	 	 	 	 
	4.5	 	Changes
	 	 	 	 
	 	 	A
    party may from time to time change its address or numbers for service by notice to each other party.


 





 




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    	 	Schedule 8 – Form of Share Option Deed
	Page 6



    

 


 


	5	Governing
    law and jurisdiction
	 	 	 
	5.1	Governing
    law
	 	 	 
	 	This
    deed is governed by and construed in accordance with the laws of Victoria.
	 	 	 
	5.2	Jurisdiction
	 	 	 
	 	Each
    party irrevocably:
	 	 	 
	 	(a)	submits
    to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to determine appeals from those courts,
    with respect to any proceedings which may be brought at any time relating to this deed; and
	 	 	 
	 	(b)	waives
    any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future
    have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 5.2(a).
	 	 	 
	6	Miscellaneous
	 	 	 
	6.1	Exercise
    rights
	 	 	 
	 	A
    single or partial exercise or waiver by a party of any right under or relating to this deed will not prevent any other exercise
    of that right or the exercise of any other right.
	 	 	 
	6.2	Legal
    effect
	 	 	 
	 	Each
    party acknowledges and agrees for the benefit of each other party that this document is intended to take effect as a deed.
    Each party executes this document with the intention that it will be immediately legally bound by this document.
	 	 	 
	6.3	Merger
	 	 	 
	 	If
    the liability of a party to pay money under this deed becomes merged in any deed, judgment, order or other thing, the party
    liable must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher
    of the rate payable under this deed and that fixed by or payable under that deed, judgment, order or other thing.
	 	 	 
	6.4	Moratorium
    legislation
	 	 	 
	 	Any
    law which varies prevents or prejudicially affects the exercise by a party of any right, power or remedy conferred on it under
    this deed is excluded to the extent permitted by law.
	 	 	 
	6.5	No
    assignment
	 	 	 
	 	The
    Company must not assign, transfer or novate all or any part of its rights or obligations under or relating to this deed or
    grant, declare, create or dispose of any right or interest in it, without the prior written consent of the Grantee.
	 	 	 
	6.6	Remedies
    cumulative
	 	 	 
	 	The
    rights and remedies under this deed are cumulative and not exclusive of any rights or remedies provided by law.
	 	 	 
	6.7	Severability
	 	 	 
	 	If
    a provision of this deed is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction
    and the remainder of this deed has full force and effect and the validity or enforceability of that provision in any other
    jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this deed or is contrary
    to public policy.


 





 




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	6.8	Time
    of the essence
	 	 	 
	 	Time
    is of the essence of the obligations of the parties under this deed.
	 	 	 
	6.9	Further
    assurance
	 	 	 
	 	Each
    party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable
    to give full effect to this deed and the transactions contemplated by it.
	 	 	 
	6.10	Variation
	 	 	 
	 	An
    amendment or variation to this deed is not effective unless it is in writing and signed by the parties.
	 	 	 
	6.11	Waiver
	 	 	 
	 	(a)	A
    party’s waiver of a right under or relating to this deed, whether prospectively or retrospectively, is not effective
    unless it is in writing and signed by that party.
	 	 	 
	 	(b)	No
    other act, omission or delay by a party will constitute a waiver of a right.
	 	 	 
	6.12	Counterparts
	 	 	 
	 	This
    deed may be executed in any number of counterparts each of which will be considered an original but all of which will constitute
    one and the same instrument. A party who has executed a counterpart of this deed may deliver it to, or exchange it with, another
    party by:
	 	 	 
	 	(a)	faxing;
    or
	 	 	 
	 	(b)	emailing
    a pdf (portable document format) copy of, the executed counterpart to that other party.
	 	 	 
	6.13	Whole
    agreement
	 	 	 
	 	This
    deed together with the Convertible Securities Purchase Agreement:
	 	 	 
	 	(a)	is
    the entire agreement and understanding between the parties relating to the subject matter of this deed; and
	 	 	 
	 	(b)	supersedes
    any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.


 





 




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    	 	Schedule 8 – Form of Share Option Deed
	Page 8



    

 


 


Schedule
1


 


Terms
and Conditions of Options


 


	1	 	The
    Options shall be issued for no cash consideration.
	 	 	 
	2	 	The
    exercise price of each Option is equal to 110% of the Market Price (as defined in this Share Option Deed), rounded down to
    three decimal places, as adjusted in accordance with these terms from time to time (Exercise Price).
	 	 	 
	3	 	The
    Options will expire on the last day of the calendar month which is three years after the Issue Date (Expiry Date) unless
    earlier exercised.
	 	 	 
	4	 	The
    Options are non-redeemable and transferable, subject to any securities Laws.
	 	 	 
	5	 	The
    Options may be exercised at any time wholly or in part (and if less than the balance of the Options then outstanding are being
    exercised, in multiples with an aggregate exercise price of at least A$20,000) by delivering a duly completed form of notice
    of exercise together with payment for the Exercise Price per Option to the Company at any time on or after the date of issue
    of the Options and on or before the Expiry Date. Payment may be made as directed by the Company from time to time, which may
    include by cheque, electronic funds transfer or other methods.
	 	 	 
	6	 	Upon
    the valid exercise of the Options and payment of the Exercise Price (subject to item 17 below), the Company will within two
    Trading Days issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares.
	 	 	 
	7	 	Option
    holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The
    Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record
    date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in
    accordance with the requirements of the Listing Rules.
	 	 	 
	8	 	Option
    holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued
    prior to the record date to determine entitlements to the dividend.
	 	 	 
	9	 	In
    the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
	 	 	 
	 	 	(a)	the
    number of Options, the Exercise Price of the Options, or both will be reorganised (as appropriate) in a manner consistent
    with the ASX Listing Rules as applicable at the time of reorganisation, but with the intention that such reorganisation will
    not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and
	 	 	 
	 	 	(b)	subject
    to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reorganisation
    of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
	 	 	 
	10	 	If
    there is a pro rata issue (except a bonus issue), the Exercise Price of an Option will be reduced according to the following
    formula:
	 	 	 	 	 
	 	 	                 On
    = O - E [P - (S + D)]
	 	 	                                    N
    + 1
	 	 	 
	 	 	Where:	 	 
	 	 	 
	 	 	On	=	the
    new exercise price of the Option; 
	 	 	 
	 	 	O	=	the
    old exercise price of the Option;
	 	 	 
	 	 	E	=	the
    number of underlying securities into which one Option is exercisable;


 





 




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	 	 	P	=	the
    volume weighted average market price per security of the underlying securities during the five trading days ending on the
    day before the ex right date or the ex entitlements date;
	 	 	S	=	the
    subscription price for a security under the pro rata issue;
	 	 	D	=	dividend
    due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and
	 	 	N	=	the
    number of securities with rights or entitlements that must be held to receive a right to one new security.


 


	11	 	If
    there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable
    may be increased by the number of shares which the Option holder would have received if the Option had been exercised before
    the record date for the bonus issue.
	 	 	 	 
	12	 	Subject
    to items 9, 10 and 11, the terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of
    ordinary shares in the Company approve of such a change. However, unless all necessary waivers of the ASX Listing Rules are
    obtained, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change
    any period for exercise of the Options.
	 	 	 	 
	13	 	The
    Company does not intend to apply for listing of the Options on the ASX.
	 	 	 	 
	14	 	The
    Company shall immediately apply for listing of the resultant shares of the Company issued upon exercise of any Option.
	 	 	 	 
	15	 	Subject
    to item 16 below, unless the Options were issued pursuant to a Disclosure Document, on the date of issue of Shares upon exercise
    of any Option, the Company must lodge with ASX a written notice pursuant to Section 708A(5) of the Corporations Act meeting
    the requirements of Section 708A(6) of the Corporations Act, and containing the information that is sufficient to permit secondary
    trading of the shares issued upon exercise of any option to which it relates, or a Disclosure Document which applies to the
    Shares issued on exercise of the Option as “relevant securities” within the meaning of section 708A(11) to permit
    secondary trading of those shares.
	 	 	 	 
	16	 	If
    for any reason the Company reasonably believes it will be unable to comply with item 15 above and the Company has not issued
    the Options pursuant to a Disclosure Document:
	 	 	 	 
	 	 	(a)	(unless
    the Grantee otherwise consents in writing, which consent may be withheld by the Grantee or given on such conditions as the
    Grantee determines, in the Grantee’s sole discretion), the Company must at all times, whilst any Option remains on issue,
    have a current disclosure document issued which complies with the requirements of Chapter 6D of the Corporations Act pursuant
    to which the resultant shares upon any exercise of any option will be issued and the Company must take all necessary steps
    to ensure that Section 707 of the Corporations Act (other than Section 707(3)(b)(ii)) does not apply to restrict the secondary
    trading of the shares issued upon exercise of any Option; or
	 	 	 	 
	 	 	(b)	the
    notice exercising any Option (Option Exercise Notice) will be deemed to be varied to provide that the exercise of Options
    under that Option Exercise Notice will be satisfied by way of Shares to the extent that the Company is able to or permitted
    to issue Shares (which for the avoidance of doubt, may include a reduction to nil) and the balance of that Option Exercise
    Notice will be satisfied by way of a Cash Payment, the amount of which shall be calculated as an amount per Share that would
    have otherwise been issued pursuant to the Option Exercise Notice equal to the highest VWAP on any Trading Day during the
    period commencing on the date of the Option Exercise Notice and ending on the day the Company would have otherwise issued
    Shares pursuant to paragraph 6 of these terms and conditions and the Company shall pay the Cash Payment on the Business Day
    immediately following the date calculated pursuant to paragraph 7 of these terms and conditions.


 





 




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	17	 	Fundamental Transaction
	 	 	 	 
	 	 	(a)	In
    the event of a Fundamental Transaction that the Company enters into or is a party to after the date of the Convertible Securities
    Purchase Agreement, the Company (or the Successor Entity) shall purchase from the Option holder any Options remaining on issue
    as at the FT Date by paying to the Option holder, within 5 Business Days after the FT Date, cash in an amount equal to the
    Black Scholes Value of the remaining unexercised Options on the FT Date.
	 	 	 	 	 
	 	 	(b)	For
    the purposes of this item 17:
	 	 	 	 	 
	 	 	 	Affiliate
    means with respect to any person (the First Person) any other person who, directly or indirectly, Controls, is
    under common Control with, or is Controlled by, the First Person;
	 	 	 	 
	 	 	 	ASX
    means ASX Limited and the market operated by it, the Australian Securities Exchange, as applicable;
	 	 	 	 
	 	 	 	Black
    Scholes Value means the value of the Options based on the Black-Scholes Option Pricing Model obtained from the ‘OV’
    function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental
    Transaction, or, if the Fundamental Transaction is not publicly announced, the FT Date, for pricing purposes and reflecting:
	 	 	 	 
	 	 	 	(i)	a
    risk-free interest rate corresponding to the Australian Government Bond Yields (as published on Bloomberg) for a period equal
    to the remaining term of Exercise Period as of the date of determination;
	 	 	 	 
	 	 	 	(ii)	an
    expected volatility equal to the greater of 75% and the 100 day volatility obtained from the HVT function on Bloomberg as
    of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental
    Transaction is not publicly announced, the FT Date;
	 	 	 	 
	 	 	 	(iii)	the
    underlying price per share used in such calculation shall be the greater of:


 


	 	 	 	(A)	the
    highest VWAP during the period beginning on the Trading Day prior to the execution of definitive documentation relating to
    the applicable Fundamental Transaction and ending on:
	 	 	 	 	 	 	 
	 	 	 	 	(I)	the
    Trading Day immediately following the public announcement of such Fundamental Transaction, if the applicable Fundamental Transaction
    is publicly announced; or
	 	 	 
	 	 	 	 	(II)	the
    Trading Day immediately following the FT Date if the applicable Fundamental Transaction is not publicly announced; and
	 	 	 
	 	 	 	(B)	the
    sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered
    in the Fundamental Transaction,
	 	 	 
	 	 	     (iv)	a
    zero cost of borrow; and
	 	 	 
	 	 	     (v)	a
    360 day annualization factor.


 


	 	 	 	Bloomberg
    means Bloomberg Financial Markets.
	 	 	 	 
	 	 	 	Chi-X
    market means the market for trading in securities operated in Australia by Chi- X Australia Pty Ltd.
	 	 	 	 
	 	 	 	Control
    has the meaning given to that term in section 50AA of the Corporations Act and references to Controlled shall have
    a corresponding meaning.


 





 




    	Share Option Deed




    	 	Schedule 8 – Form of Share Option Deed
	Page 11



    

 


 


	 	 	 	Corporations
    Act means the Corporations Act 2001 (Cth).
	 	 	 	 
	 	 	 	Exercise
    Period means the period commencing on the date of issue of the Options and ending on the Expiry Date.
	 	 	 	 
	 	 	 	FT
    Date means the effective date of the Fundamental Transaction.
	 	 	 	 
	 	 	 	Fundamental
    Transaction means, without the prior written consent of the Grantee:


 


	 	 	(i)	that
    the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
    transactions:
	 	 	 	 	 
	 	 	 	(A)	consolidate
    or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity; or
	 	 	 	 	 
	 	 	 	(B)	sell,
    assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any
    of its Subsidiaries to one or more Subject Entities; or
	 	 	 	 	 
	 	 	 	(C)	make,
    or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Shares be subject to or party
    to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either:


 


	 	 	(I)	50%
    of the then current issued Shares;
	 	 	 	 
	 	 	(II)	50%
    of the then current issued Shares (excluding any Shares held by all Subject Entities making or party to, or Affiliated with
    any Subject Entities making or party to, such purchase, tender or exchange offer); or
	 	 	 	 
	 	 	(III)	such
    number of Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
    to, such purchase, tender or exchange offer, acquire a relevant interest (as determined pursuant to Chapter 6 of the Corporations
    Act) of at least 50% of the then current issued Shares; or


 


	 	 	(D)	consummate
    a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
    spin-off or scheme of arrangement) with one or more Subject Entities whereby such Subject Entities, individually or in the
    aggregate, acquire, either:


 


	 	 	(I)	50%
    of the then current issued Shares;
	 	 	 	 
	 	 	(II)	50%
    of the then current issued Shares (excluding any Shares held by all Subject Entities making or party to, or Affiliated with
    any Subject Entities making or party to, such purchase, tender or exchange offer); or
	 	 	 	 
	 	 	(III)	such
    number of Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
    to, such purchase, tender or exchange offer, acquire a relevant interest (as determined pursuant to Chapter 6 of the Corporations
    Act) of at least 50% of the then current issued Shares; or


 


	 	 	(E)	reorganise
    (other than by way of consolidation, subdivision, reduction or return), recapitalise or reclassify its Shares,


 





 




    	Share Option Deed




    	 	Schedule 8 – Form of Share Option Deed
	Page 12



    

 


 


	 	 	(ii)	that
    the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
    transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to acquire a relevant interest
    (as determined pursuant to Chapter 6 of the Corporations Act), directly or indirectly, whether through acquisition, purchase,
    assignment, conveyance, tender, tender offer, exchange, reduction in capital, merger, consolidation, business combination,
    reorganisation, recapitalisation, spin-off, scheme of arrangement, or otherwise in any manner whatsoever, of either:


 


	 	 	 	(A)	at
    least 50% of the aggregate ordinary voting power represented by the then issued Shares; or
	 	 	 	 	 
	 	 	 	(B)	at
    least 50% of the aggregate ordinary voting power represented by the then issued Shares not held by all such Subject Entities
    as of the date of issue of the Options calculated as if any Shares held by all such Subject Entities were disregarded; or


 


	 	 	(iii)	directly
    or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance
    of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
    intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
    conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
    which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 


	 	Listing
    Rules means the listing rules of the ASX, as amended from time to time.
	 	 
	 	Share
    means a fully paid ordinary share in the capital of the Company.
	 	 
	 	Subject
    Entity means any person, persons or any Affiliate of any such person, or persons (other than the Grantee or an Affiliate
    of the Grantee).
	 	 
	 	Subsidiary
    has the meaning given to that term in the Corporations Act.
	 	 
	 	Successor
    Entity means one or more person or persons (or, if so elected by the Option holder, the Company or Affiliate) formed by,
    resulting from or surviving any Fundamental Transaction or one or more person or persons (or, if so elected by the Option
    holder, the Company or Affiliate) with which such Fundamental Transaction shall have been entered into.
	 	 
	 	Trading
    Day has the meaning given to that term in the Listing Rules.
	 	 
	 	VWAP
    means in relation to a Trading Day, the volume weighted average price (in Australian dollars as displayed on Bloomberg
    (or its equivalent successor if such service is not available), rounded down to three decimal places) of the Shares traded
    in the ordinary course of business between 10.00 and 16.00 on the ASX and the Chi-X market on that Trading Day, excluding
    block trades, large portfolio trades, permitted tradies during the post-trading hours period, permitted trades during the
    pre-trading hours period, out of hours trades, and exchange traded option exercises, provided that:
	 	 	 
	 	(i)	if
    on that Trading Day, Shares were quoted on the ASX as cum dividend or cum any other distribution or entitlement, and the issue
    of Shares for the purpose of which the VWAP is being determined will occur after that date, and those Shares no longer carry
    that dividend or other distribution or entitlement, then the VWAP on that Trading Day shall be reduced by an amount (Cum
    Value) equal to:


 


	 	 	(A)	in
    the case of a dividend or other distribution, the amount of that dividend or other distribution;
	 	 	 	 
	 	 	(B)	in
    the case of any other entitlement which is traded on the ASX on that Trading Day, the VWAP of such entitlements sold on the
    ASX on that Trading Day; or
	 	 	 	 
	 	 	(C)	in
    the case of an entitlement not traded on the ASX on that Trading Day, the value of the entitlement as reasonably determined
    by the Option holder; and


 


	 	(ii)	if
    on that Trading Day, Shares were quoted on the ASX as ex-dividend or ex any other distribution or entitlement, and the Shares
    for the purpose of which the VWAP is being determined would be entitled to receive the relevant dividend or other distribution
    or entitlement, the VWAP on that Trading Day shall be increased by the Cum Value.


 





 




    	Share Option Deed




    	 	Schedule 8 – Form of Share Option Deed
	Page 13



    



 




 


Executed
as a deed


 


Executed
as a deed by engage:BDR Limited


ACN
621 160 585 in accordance with section


127
of the Corporations Act 2001 (Cth):


 


	 	 	 
	Director	 	*Director/*Company
    Secretary
	 	 	 
	 	 	 
	Name
    of Director	 	Name
    of *Director/*Company Secretary
	BLOCK
    LETTERS	 	BLOCK
    LETTERS
	 	 	*please
    strike out as appropriate


 


	Executed
    by Alto Opportunity Master Fund 	 
	SPC
    – Segregated Master Portfolio B in the	 
	presence
    of:	 


 


	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


	 	 
	Witness
    signature	 
	 	 
	 	 
	Name
    of witness	 
	BLOCK
    LETTERS	 


 












 






    	Share Option Deed




    	 	Schedule 8 – Form of Share Option Deed
	Page 14



    

 


Schedule
9


 


Funding
Notice


 


engage:BDR
Limited ACN 621 160 585 – Convertible Security Purchase Agreement


 


To:


 


Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B


c/- Ayrton Capital LLC


1180
Avenue of Americas, Suite 842,


New
York, NY 10036


Attention:
Mr Waqas Khatri


 


This
notice is given in connection with the Convertible Security Purchase Agreement, dated [insert date] 2019 (Agreement) between
engage:BDR Limited ACN 621 160 585 (Company) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (Investor).
Capitalised terms used but not otherwise defined in this notice shall have the meaning given to such terms in the Agreement.


 


The
Company gives notice to the Investor of the following:


 


	1	this
    is a Funding Notice under clause 2.2 of the Agreement given by the Company.
	2	I
    certify that I am authorised to give this notice on behalf of the Company.
	3	The
    Company requires an Investment Amount under the Agreement, details of which are as follows:


 


	 	(a)	the
    Investment Amount is in respect of [Convertible Security B/C/D/E/F/G/H] with a Face Value of US$[4,120,000];
	 	(b)	the
    amount of the Investment Amount is US$[3,500,000];
	 	(c)	the
    proposed Closing Date is [insert date]; and
	 	(d)	the
    Investment Amount is to be paid to [insert details of payee, and bank account].


 


	4	I represent and warrant on behalf of the Company that:
	 	 	 
	 	(a)	except
    as disclosed in paragraph 4(d), the representations and warranties in the Agreement are true as if made on the date of this
    Funding Notice and the Closing Date specified above in respect of the facts and circumstances then subsisting;
	 	 	 
	 	(b)	attached
    to this Funding Notice are the documents required under clause 13 of the Agreement;
	 	 	 
	 	(c)	except
    as disclosed in paragraph 4(d), no Event of Default and no Equity Condition Failure is subsisting or will result from the
    issue of this Funding Notice and the Convertible Securities the subject of this Funding Notice; and
	 	 	 
	 	(d)	details
    of the exceptions to paragraphs 4(a) and 4(c) are as follows: 
	 	 	[N/A]


 


	Date:	[insert
    date] 


 


Yours
sincerely,


 


engage:BDR
Limited ACN 621 160 585


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	Convertible Securities Purchase Agreement




    	Page 88 



    

 


Executed
as an agreement


 


Executed
by engage:BDR Limited ACN 621


160
585 in accordance with section 127 of the 


Corporations
Act 2001 (Cth):


 


	 	 	 
	Director	 	*Director/*Company
    Secretary
	 	 	 
	 	 	 
	Name
    of Director	 	Name
    of *Director/*Company Secretary
	BLOCK
    LETTERS	 	BLOCK
    LETTERS
	 	 	*please
    strike out as appropriate


 


Executed
by Alto Opportunity Master Fund 


SPC
– Segregated Master Portfolio B in the


presence
of:


 


	 	 	By:	
	 	 	Name:	Waqas
    Khatri
	 	 	Title:	Director
		 	 	 
	Witness
    signature	 	 	 
	 	 	 	 
	 	 	 	 
	Marian
    Freidin	 	 	 
	Name
    of witness	 	 	 
	BLOCK
    LETTERS	 	 	 
	 	 	 	 
	Executed by	 	 	 
	Engage
    BDR LLC	 	By:	 
	in
    the presence of:	 	Name:	 
		 	Title:	 
	 	 	 	 
	 	 	 	 
	Witness
    signature	 	 	 
	 	 	 	 
	Name
    of witness	 	 	 
	BLOCK
    LETTERS	 	 	 


 




    	Convertible Securities Purchase Agreement