EXECUTED
    ORIGINAL


 







Share Sale Agreement


 


Parties


 


Kerama Energy Pty Ltd ACN 154 011 659 (Purchaser)


 


CBD Labs Pty Ltd ACN 130 054 625 (Seller)


 


CBD Energy Limited ACN 010 966 793 (Guarantor)


 




    	 



    	 



    

 


Contents


 


	1	Definitions and interpretation	2
	2	Conditions precedent	9
	3	Sale and purchase	10
	4	Purchase Price	10
	5	Books and Records	12
	6	Completion	12
	7	After Completion 	14
	8	Guarantee of Seller by Guarantor	14
	9	Payments	15
	10	Seller Warranties 	15
	11	Limitation of liability	16
	12	Purchaser Warranties	20
	13	Limitation of liability	21
	14	Tax	25
	15	Goods and services tax	26
	16	Default	27
	17	Dispute Resolution	27
	18	Confidentiality 	28
	19	Further assurance	28
	20	Severability 	29
	21	Entire agreement	29
	22	Variation	29
	23	Rights, powers and remedies	29
	24	Continuing obligations	30
	25	Costs	30
	26	Notices	30
	27	No assignment	33
	28	Governing law and jurisdiction	33
	29	Counterparts	33
	Schedule 1 - Seller Warranties	34
	Schedule 2 - Purchaser Warranties	 
	Schedule 3 - Reference Accounts	42
	Notes to Reference Accounts	42
	Executed as an agreement	43


 




    	 



    	 



    

 


Agreement dated this 16th
day of April 2013 is made between:


 


		Parties	Kerama Energy Pty Ltd ACN 154 011 659 as trustee for the Kerama Energy Trust C/- ESV Chartered
Accountants of Level 18, 55 Market Street, Sydney NSW 2000 (Purchaser);



 


CBD Labs Pty Ltd ACN 130 054 625 of Suite 2,
Level 2, 53 Cross Street Double Bay NSW 2028 (Seller); and


 


CBD Energy Limited ACN 010 966 793 of Suite 2,
Level 2, 53 Cross Street Double Bay NSW 2028 (Guarantor),


 


each a "Party" and collectively the
"Parties".


 


Recitals


 


		A	The
                                                                Company is a proprietary company limited by shares and registered
                                                                under the Corporations Act.



 


		B	The
                                                                Seller is the registered holder and beneficial owner of the Shares,
                                                                being the only shares on issue in the capital of the Company.



 


		C	The Guarantor is the registered holder and beneficial owner of all of the shares on issue in the Seller.



 


		D	The
                                                                Guarantor has agreed to guarantee the terms, conditions, representations,
                                                                warranties and the obligations of the Seller under this Agreement.



 


		E	The Purchaser has agreed to enter into the Share Mortgage as security in favour of the Seller in respect of the Purchaser's
obligations hereunder.



 


		F	The Seller
                                                         has agreed to sell the Shares to the Purchaser and the Purchaser has
                                                         agreed to buy the Shares from the Seller on and subject to the provisions
                                                         of this Agreement.



 


It is agreed


 


		1	Definitions and interpretation



 


		1.1	Definitions



 


In this Agreement, the following words have these
meanings unless the contrary intention appears:


 


		(1)	Accounting Standards means:



 


		(a)	accounting
                                                               standards in force under section 334 of the Corporations Act relating
                                                               to the preparation of Financial Statements;



 


		(b)	interpretations and standards approved by the Australian Accounting Standards Board; and



 


		(c)	requirements of the Corporations Act relating to the preparation and contents of financial reports,



 




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and, to the extent that any matter is not covered by
these accounting standards, interpretations and requirements, means generally accepted accounting principles, policies, practices
and procedures applied from time to time in Australia for companies similar to the Company;


 


		(2)	Agreement means this share sale agreement, including any schedule or annexure to it;



 


		(3)	Areva Rights means any arrangements, agreements, and/or understandings between the Company and Areva Solar Inc or any
rights of the Company against Areva Solar Inc;



 


		(4)	Associate has the meaning ascribed thereto in the Corporations Act;



 


		(5)	Assets means:



 


		(a)	the Patents;



 


		(b)	the Head Licence, including all rights and obligations; and



 


		(c)	the Areva Rights;



 


		(6)	ASIC means the Australian Securities and Investments Commission;



 


Books and Records means all books, records, information,
files, manuals, databases (if any) maintained by and on behalf of the Licensee in any medium (including, where available, digital
media), including all files and correspondence, operating data and plans, production data, technical documentation (design specifications,
functional requirements, operating instructions, logic manuals, flowcharts etc), user documentation (installation guides, user
manuals, training manuals, working papers), maintenance and service records, sales and promotional materials and records, purchasing
and billing records, research and development files, data, intellectual property disclosures, accounting files and records, sales
order files, and all lists of and all rights to the information contained therein;


 


		(7)	Breach has the meaning given to it in clause 10.4;



 


		(8)	Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday
in the place where an act is to be performed or a payment is to be made;



 


		(9)	Claim includes, in relation to a person, a demand, claim, action, notice, liability, judgment, Loss or proceeding made
or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent;



 


		(10)	Company means Larkden Pty Ltd ACN 003 998 098 C/- CBD Energy Limited of Suite 2, Level 2, 53 Cross Street Double Bay
NSW 2028;



 


		(11)	Completion means completion of the sale and purchase of the Shares in accordance with this Agreement;



 


		(12)	Completion Date means the date of this Agreement;



 


		(13)	Contaminant means a solid, liquid or gaseous substance, odour, heat, sound vibration or radiation which is or may be:



 


		(a)	noxious or poisonous or offensive to the senses of human beings;



 




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		(b)	harmful or potentially harmful to the health, welfare, safety or property of human beings; and



 


		(c)	poisonous, harmful, or potentially harmful to animals or plants; or



 


		(d)	detrimental to any beneficial use made of the Environment.



 


		(14)	Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time;



 


		(15)	Court means any court or arbitration tribunal;



 


		(16)	Default Rate means 5% per annum above the daily buying rate (expressed as a percentage yield per annum to maturity)
displayed at or about 10:30am on the Reuters screen BBSW page for Australian bank bills of a three month duration;



 


		(17)	Disclosure Materials means all information relating to the Company and/or its Assets and/or the Shares given or made
available by or on behalf of the Seller, or any Personnel of the Seller, to the Purchaser prior to Completion but after 18 March
2013;



 


		(18)	Encumbrance means any Security Interest, mortgage, charge, lien, restriction against transfer, pledge, claim, option,
encumbrance and any third party interest;



 


		(19)	Environment means the physical factors of the surrounds of human beings including the land, waters, atmosphere, climate,
sound, odours, place, the biological factors of animals and plants and the social factors of aesthetics;



 


		(20)	Environmental Laws means a law regulating or otherwise relating to the Environment including law use, planning, pollution
of the atmosphere, water or land waste, the storage and handling of chemicals, Hazardous Substances, or any other aspect of protection
of the Environment;



 


		(21)	fairly disclosed has the meaning given in clause 10.3 (and fair disclosure shall be construed accordingly);



 


		(22)	Financial Year means each 12 month period commencing on 1 July and ending on 30 June;



 


		(23)	Financial Statements means the financial statements of the Company as set out in the Reference Accounts;



 


		(24)	Governmental Agency means any government and any governmental body, whether:



 


		(a)	legislative, judicial or administrative;



 


		(b)	a department, commission, authority, instrumentality, tribunal, agency or entity; or



 


		(c)	commonwealth, state, territorial or local,



 


and includes any self-regulatory organisation established
under any law but excludes a governmental body in respect of any service or trading functions as distinct from regulatory or fiscal
functions;


 




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Graphite Technology means the use of high purity
graphite in solar thermal operations where the graphite is heated and the energy from such heat is either immediately or later
used to produce steam to drive a turbine and generate electrons;


 


		(25)	GST Act means the A New Tax System (Goods and Services Tax) Act 1999 as amended;



 


		(26)	Hazardous Substance means any substance which is, or may be, hazardous, toxic, dangerous or polluting or which is regulated
by any Environmental Law;



 


		(27)	Head Licence means head licensing agreement between the Company (as licensor) and Lloyd Energy (as licensee) dated 16
November 2001, as amended;



 


		(28)	Intellectual Property means with respect to the Company:



 


		(a)	worldwide trademarks, service marks, trade names, trade dress, designs, logos, slogans and general intangibles of like nature,
together with all goodwill related to the foregoing (whether registered or not, but including any registrations and applications
for any of the foregoing);



 


		(b)	patents (including the ideas, inventions and discoveries described therein, any pending applications, any registrations, patents
or patent applications based on applications that are continuations, continuations in part, divisional, re-examination, reissues,
renewals of any of the foregoing and applications and patents granted on applications that claim the benefit of priority to any
of the foregoing);



 


		(c)	works of authorship or copyrights (including any registrations, applications and renewals for any of the foregoing) and other
rights of authorship;



 


		(d)	trade secrets and other confidential or proprietary information, know how, confidential or proprietary technology, processes,
work flows, formulae, algorithms, models, user interfaces, customer, supplier and user lists, databases, pricing and marketing
information, marketing materials, inventions, discoveries and designs (whether patentable or not);



 


		(e)	computer programs and other software, macros, scripts, source code, object code, binary code, methodologies, processes, work
flows, architecture, structure, display screens, layouts, development tools, instructions and templates;



 


		(f)	published and unpublished works of authorship, including audio-visual works, databases and literary works;



 


		(g)	rights in, or associated with a person's name, voice, signature, photograph or likeness, including rights of personality, privacy
and publicity;



 


		(h)	rights of attribution and integrity and other moral rights;



 


		(I)	uniform resource locators (URLs) and Internet domain names and applications therefor (and all interest therein), IP addresses,
ad words, key word associations and related rights;



 




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		(j)	all other proprietary, intellectual property and other rights relating to any or all of the foregoing;



 


		(k)	all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium, including electronic media);
and



 


all rights to sue for and any and all remedies for past,
present and future infringements of any or all of the foregoing and rights of priority and protection of interests therein under
the Laws of any jurisdiction;


 


		(29)	Kerama Energy Trust means the Kerama Energy Trust as established by Trust Deed dated 31 October 2011 between Robert
Lewis Symond as settler and the Purchaser.



 


		(30)	Lloyd Energy means Lloyd Energy Systems Pty Ltd (Subject to Deed of Company Arrangement) ACN 096 136 248 of Level 10,
2-10 Loftus Street Sydney NSW 2000;



 


		(31)	LP means Partners for Growth Ill, LP of 150 Pacific Avenue San Francisco CA 94111;



 


		(32)	Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of
any Claim), including penalties, fines and interest and including any that are prospective or contingent and the amount of which
for the time being are not ascertained or ascertainable;



 


		(33)	MWh means one megawatt hour of electrical generation;



 


		(34)	Patents means all patents in the name of the Company, or pending, associated with the production and/or use of graphite
as described in the definition of Graphite Technology or otherwise;



 


		(35)	Personnel of a person means the officers, employees, contractors (including sub-contractors and their employees), professional
advisers, representatives and agents of that person;



 


		(36)	PPSA means the Personal Property Securities Act 2009 (Cth), as amended from time to time;



 


		(37)	PPS Law means:



 


		(a)	the PPSA and any regulation made at any time under the PPSA, including the PPSA Regulations; and



 


		(b)	any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in sub-paragraph
(a) above;



 


		(38)	PPSR means the Personal Property Securities Register;



 


		(39)	PPS Regulations means the Personal Property Securities Regulations 2010 (Cth);



 


		(40)	Purchase Price means A$2,750,000;



 


		(41)	Purchaser Group means the Purchaser and each Related Body Corporate of the Purchaser including, after Completion, the
Company;



 


		(42)	Purchaser Warranties means the warranties set out in Schedule 2;



 




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		(43)	Reference Accounts means (i) the audited balance sheet and profit and loss statement as of 30 June 2012; (ii) the unaudited
balance sheet and profit and loss statement as of 31 December 2012; and (iii) the pro-forma balance sheet and profit and loss account
as at 31 March 2013. These reference accounts are of the Company and are set out in Schedule 3;



 


		(44)	Related Body Corporate, Subsidiary, and Holding Company each has the meaning given in the Corporations Act;



 


		(45)	Security means the first ranking mortgage over:



 


		(a)	the Seller's assets and undertakings held by LP; and



 


		(b)	the Guarantor's assets and undertakings held by LP;



 


		(46)	Security Interest means any security interest under the PPS Law;



 


		(47)	Seller Group means the Seller and each Related Body Corporate of the Seller;



 


		(48)	Seller Warranties means the warranties and Tax Warranties given by the Seller and set out in Schedule 1;



 


		(49)	Shares means 102 ordinary shares in the capital of the Company owned by the Seller, being all shares on issue in the
capital of the Company, together with the benefit of all rights (including dividend rights) attached or accruing to those shares
as at the Completion Date;



 


		(50)	Share Mortgage means the charge over the Shares to be granted to the Seller (as chargee) by the Purchaser (as chargor)
as security for the Purchaser's performance under this Agreement;



 


		(51)	Stamp Duty means duty imposed under the Duties Act 1997 (NSW) and any other similar legislation of a State or
Territory of Australia;



 


		(52)	Tax means taxes, duties, fees, rates, charges and imposts of all kinds assessed, levied or imposed by the Commonwealth,
a state or any other government, regional, municipal or local authority (Australian or overseas) and includes capital gains tax,
fringe benefits tax, income tax, prescribed payments tax, superannuation guarantee charge, PAYG withholding, undistributed profits
tax, payroll tax, GST, group tax, land tax, import duty, excise, Stamp Duty, municipal and water rates, withholdings of any nature
whatever imposed by a Governmental Agency, interest on tax payments and additional tax by way of penalty;



 


		(53)	Tax Act means the Income Tax Assessment Act 1997 (Cth) or the Income Tax Assessment Act 1936 (Cth), as
the case may be;



 


		(54)	Taxation Authority includes any government, and any person, agency or office having the administration of any Tax or
Taxes; and



 


		(55)	Tax Warranties means the tax warranties given by the Seller set out in Schedule 1.



 


		1.2	Interpretation



 


In this Agreement, unless the contrary intention appears:


 


		(1)	Reference to:



 




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		(a)	one gender includes the other;



 


		(b)	the singular includes the plural and the plural includes the singular;



 


		(c)	a recital, clause, schedule or annexure is a reference to a clause of or recital, schedule or annexure
to this Agreement and references to this Agreement include any recital, schedule or annexure;



 


		(d)	any contract (including this Agreement) or other instrument includes any variation or replacement of it;



 


		(e)	a statute, ordinance, code or other law includes subordinate legislation (including regulations) and other instruments under
it and consolidations, amendments, re-enactments or replacements of any of them;



 


		(f)	a person includes an individual, a firm, a body corporate, an unincorporated association or an authority;



 


		(g)	a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including
by way of novation) and permitted assigns;



 


		(h)	a group of persons is a reference to any 2 or more of them taken together and to each of them individually;



 


		(i)	a body which has been reconstituted or merged must be taken to be to the body as reconstituted or merged, and a body which
has ceased to exist and the functions of which have been substantially taken over by another body must be taken to be to that other
body;



 


		(j)	an accounting term is to that term as it is used in Accounting Standards;



 


		(k)	time is a reference to Sydney time;



 


		(I)	a reference to a day or a month means a calendar day or calendar month;



 


		(m)	money (including "$", "AUD" or "dollars") is a reference to Australian currency; and



 


		(n)	any thing (including any amount or any provision of this Agreement) is a reference to the whole and each part of it and a reference
to a group of persons is a reference to any one or more of them.



 


		(2)	The meaning of any general language is not restricted by any accompanying example, and the words "includes", "including",
"such as", "for example" or similar words are not words of limitation.



 


		(3)	The word "costs" includes charges, expenses and legal costs on a full indemnity basis.



 


		(4)	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



 


		(5)	Headings and the table of contents are for convenience only and do not form part of this Agreement or affect its interpretation.



 




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		(6)	If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive
of that day.



 


		(7)	The time between 2 days, acts or events includes the day of occurrence or performance of the 2nd but not the 1st
act or event.



 


		(8)	If an act must be done on a specified day which is not a Business Day, the act must be done instead on the next Business Day.



 


		(9)	A provision of this Agreement must not be construed to the disadvantage of a Party merely because
that Party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.



 


		1.3	Knowledge



 


Where any Seller Warranty is, or any other provision
of this Agreement is, qualified by reference to the Seller's awareness, knowledge, information, belief or similar, the Purchaser
acknowledges that the Seller's awareness, knowledge, information, belief or similar is made on the basis that the Seller has, in
order to establish that statement is true and not misleading:


 


		(1)	made all reasonable enquiries of the directors, officers and employees of each relevant member of the Seller Group (including
the Company, the Seller and the Guarantor) as at the date of this Agreement who could reasonably be expected to have knowledge
and information relevant to the matters to which the statement relates; and



 


		(2)	where those enquiries would have prompted a reasonable person to make any further enquiries, made those further enquiries,



 


and that, as a result of those further enquiries,
the Seller has no reason to doubt that the statement is true and not misleading. Accordingly, the Seller will not be deemed to
have knowledge of any other person or to have made enquiries of any other person or otherwise and will not be liable for breach
of the Seller's Warranties should a fact or circumstance which would otherwise constitute a breach of the Seller's Warranties be
known to any other person (in each case, and for the avoidance of doubt, other than such persons who are directors, officers and
employees of each relevant member of the Seller Group).


 


		2	Conditions precedent



 


		2.1	Conditions precedent



 


Before Completion may take place:


 


		(1)	the Purchaser must have executed and delivered to the Seller the Share Mortgage; and



 


		(2)	the Guarantor must have delivered to the Purchaser a discharge of the Security over:



 


		(a)	the Shares; and



 


		(b)	the Company,



 


in a form satisfactory to the Purchaser.


 




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		2.2	Obligation to co-operate



 


The Parties must use their reasonable endeavours to
ensure that the conditions referred to in clause 2.1 are satisfied on or by the Completion Date.


 


		3	Sale and purchase



 


		3.1	Agreement to sell and purchase



 


The Seller agrees to sell the Shares to the Purchaser
and the Purchaser agrees to purchase the Shares from the Seller free from all Encumbrances and otherwise on and subject to the
provisions of this Agreement.


 


		3.2	Title and risk



 


Title to the Shares (and property and risk in them):


 


		(1)	remains solely with the Seller until Completion; and



 


		(2)	subject to the provisions of this Agreement, passes from the Seller to the Purchaser with effect from Completion.



 


		4	Purchase Price



 


		4.1	Consideration



 


The consideration payable by the Purchaser to the
Seller for the Shares is the Purchase Price.


 


		4.2	Payment on Completion Date



 


		(1)	On and from the Completion Date, and subject to the due performance by the Seller of the obligations on its part to be performed
under clause 2, the Purchaser must pay the Purchase Price as follows:



 


		(a)	A$250,000 on the Completion Date;



 


		(b)	A$1,000,000 on the second anniversary of the Completion Date;



 


		(c)	A$1,000,000 on the third anniversary of the Completion Date; and



 


		(d)	A$500,000 on the fourth anniversary of the Completion Date.



 


		(2)	Interest will accrue on the outstanding balance of the Purchase Price on a daily basis, and will be payable to the Seller on
each date a Purchase price instalment becomes due for payment, as determined in clause 4.2(1). The interest rate shall be 6 month
BBSY plus 1% per annum.



 


		4.3	Payments to Account



 


Each instalment of Purchase Price and interest as
detailed in clause 4.2 must be paid into the following bank account:


 


	 	Account Name:	CBD Energy Limited
	 	 	 
	 	Bank Name:	Westpac Banking Corporation
	 	 	 
	 	BSB:	033-059
	 	 	 
	 	Account Number:	304069


 


or as otherwise directed in writing by the
Seller.


 




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		4.4	Adjustment to Purchase Price



 


Notwithstanding clauses 4.1 and 4.2, the Purchase
Price shall be adjusted if and to the extent that should:


 


		(1)	the Shares be sold by the Purchaser (by way of option, deferred purchase or otherwise) at any time within three (3) years of
the Completion Date, and the gross proceeds (either received or deferred) (Proceeds) from such sale is greater than A$15,000,000
(the amount greater being the Excess), the Purchaser shall pay to the Seller an amount equal to 50% of such Excess by way
of increase in the Purchase Price; or



 


		(2)	the Graphite Technology installed throughout the world, either operating or held ready for operation, with a capacity to generate
at least 8,760 MWh per annum of electrical output is not achieved by the Purchaser or any other party or parties associated with
the Purchaser within three (3) years from the Completion Date, the Purchase Price shall be reduced by A$1,000,000,



 


and such increase or reduction shall be effectuated:


 


		(3)	in the case of 4.4(1) above, by the Purchaser paying to the Seller:



 


		(a)	the amount determined in clause 4.4(1); plus



 


		(b)	the amount of any Purchase Price under clause 4.2 which remains unpaid at that time; and



 


		(c)	in each such case, within five (5) days of receipt of the Proceeds; or



 


		(4)	in the case of 4.4(2) above, by:



 


		(a)	the instalment of Purchase Price due on the third anniversary of the Completion Date as detailed
in clause 4.2(1)(c) being reduced from A$1,000,000 to A$500,000; and



 


		(b)	the instalment of Purchase Price due on the fourth anniversary of the Completion Date as detailed in clause 4.2(1)(d) being
waived by the Purchaser,



 


and for the avoidance of doubt:


 


		(5)	the sale in clause 4.4(1) must be bona fide in all respects and must not be conducted by the Purchaser, for example, firstly
selling the Shares to an Associate of the Purchaser for one price and then that Associate selling the Shares again at a different
price, or any other direct or indirect sale or deferred purchase or option mechanism which, when viewed and considered objectively,
would be considered an intentional act pursued by the Purchaser or its Associates to circumvent paying, or reducing the obligation
to pay the amount so due to the Seller under clause 4.4(1).



 




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		5	Books and Records



 


		5.1	Other than with respect to any records provided to the Purchaser at Completion, the Seller and the Guarantor will provide to
the Purchaser all Books and Records of the Company within seven (7) days of Completion to the Purchaser, at the Purchaser's nominated
delivery address in Sydney.



 


		6	Completion



 


		6.1	Time and location of Completion



 


Completion will take place:


 


		(1)	on the Completion Date; and



 


		(2)	at the office of the Purchaser's solicitors, Bridges Lawyers at Level 6, Gold Fields House, 1 Alfred Street NSW 2000 or such
other place as the Seller and the Purchaser may agree in writing.



 


		6.2	Power of Attorney



 


		(1)	The Seller irrevocably appoints the Purchaser to be its attorney from the Completion Date until the Shares are registered in
the name of the Purchaser (but not otherwise). Under this power of attorney, the Purchaser may do in the name of the Seller and
on its behalf everything necessary or desirable for the registered holder of the Shares, in the Purchaser's sole discretion, to:



 


		(a)	transfer the Shares;



 


		(b)	exercise any rights, including rights to appoint a proxy or representative and voting rights, attending to the Shares; and



 


		(c)	do any other act or thing in respect of the Shares or the Company.



 


		(2)	The Seller declares that all acts and things done by the Purchaser in exercising powers under this power of attorney will be
as good and valid as if they had been done by the Seller and agrees to ratify and confirm whatever the Purchaser does in exercising
power under this power of attorney.



 


		6.3	Seller delivery obligations at Completion



 


At or before Completion, the Seller must deliver (or,
where appropriate, ensure that the Company or the Guarantor delivers) to the Purchaser:


 


		(1)	a transfer (executed by the Seller and in registrable form, subject to stamping) of the Shares in favour of the Purchaser;



 


		(2)	all certificates for the Shares;



 


		(3)	all seals, minute books, statutory books and registers, certificates of incorporation, books of account, trading, tax and financial
records, copies of taxation returns, books and records, constitutions and other documents and papers of the Company;



 


		(4)	the written resignations of each director and secretary of the Company, taking effect from Completion;



 




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		(5)	a release or discharge in relation to each Encumbrance and Security Interest registered over the Shares and appropriate evidence
that the holder of the Security Interest will, in the ordinary course of business, register a financing change statement to reflect
the release or discharge on the PPSR;



 


		(6)	all current permits, licences and other documents (if any) issued to the Company under any legislation or ordinance relating
to its business activities;



 


		(7)	all keys, pins and codes of whatever nature required for the Company to lodge or file documents with any Government Agency,
including ASIC; and



 


		(8)	all other documents and things required by this Agreement to be delivered by the Seller (or where appropriate, ensure that
the Company or the Guarantor delivers) to the Purchaser on Completion, or which are reasonably required by the Purchaser to vest
good title, full possession, control and benefit of the Shares in the Purchaser.



 


		6.4	Seller's right and obligations regarding records



 


Despite clause 6.3:


 


		(1)	the Seller is entitled to retain after Completion copies of any records necessary for the Seller to comply with its legal obligations,
including its Tax obligations; but



 


		(2)	the Seller must not disclose any confidential information contained in those records (other than disclosure to its Personnel
in the ordinary course of its business) unless required by law or the rules of a stock exchange, or until the information becomes
public (otherwise than by a breach by the Seller of its obligations under this clause 6.4).



 


		6.5	Completion meetings



 


At Completion, the Seller must ensure that a duly
convened meeting of the directors of the Company is held at which a quorum of directors is present and acting throughout, at which:


 


		(1)	the directors of the Company resolve:



 


		(a)	to register the transfers of the Shares for registration, subject to stamping, despite any contrary provision of the constitution
of the Company; and



 


		(b)	to cancel the existing share certificates for the Shares and issue new share certificates for the Shares in the name of the
Purchaser;



 


		(2)	the directors of the Company resolve:



 


		(a)	to appoint as directors, secretary and public officer of the Company those persons nominated by the Purchaser, subject to those
persons providing their written consent;



 


		(b)	to accept the resignations of each former director, secretary and public officer of the Company in the agreed form;



 


		(c)	to transfer the registered offices of the Company to the address nominated by the Purchaser, subject to the occupiers providing
their written consent; and



 




    	13



    	 



    

 


		(d)	to revoke all existing powers of attorney or other authorities (if any) granted by the Company.



 


		6.6	Purchaser Completion obligations



 


At Completion, the Purchaser must:


 


		(1)	subject to the due performance by the Seller of the obligations on its part to be performed under this Agreement, pay the Seller
the Purchase Price as set out in clause 4.2; and



 


		(2)	produce to the Seller for inspection the consents of the directors and secretaries referred to in clause 6.5(2)(a).



 


		6.7	Obligations interdependent



 


The requirements of clauses 6.3, 6.5 and 6.6 are interdependent
and are to be carried out contemporaneously. No delivery, payment or other event referred to in clauses 4.2, 6.3, 6.5 and 6.6 will
be regarded as having been made or occurred until all deliveries and payments have been made and all other events have occurred.


 


		6.8	Registration of transfers



 


The Purchaser must use its reasonable endeavours to
ensure that the transfers of the Shares are registered promptly after Completion.


 


		7	After Completion



 


		7.1	Continuing obligation to perform



 


If an obligation of any Party required to be
performed at Completion is not performed at Completion, and regardless of whether it is waived as a condition or requirement
of Completion, the relevant Party remains obliged to perform that obligation.


 


		7.2	ASIC notification



 


The Seller must ensure that ASIC is notified, in
the prescribed form, as soon as practicable after Completion (and in any event within five (5) Business Days), of the occurrence
of those events under clauses 3, 6.5 and 6.8 that must be notified to ASIC under the Corporations Act.


 


		8	Guarantee of Seller by Guarantor



 


		8.1	Seller Guarantee



 


In consideration of the Purchaser entering into this
Agreement at the request of the Guarantor, the Guarantor:


 


		(1)	unconditionally and irrevocably guarantees to the Purchaser on demand the due and punctual performance by the Seller of its
obligations under, or arising from this Agreement, including without limitation all representations and warranties; and



 


		(2)	separately indemnifies the Purchaser against any Losses which may be incurred or sustained by the Purchaser in connection with
any breach, default, failure to fulfil or delay by the Seller in the due and punctual performance of its obligations, representations
and warranties under, or arising from, this Agreement.



 




    	14



    	 



    

 


		8.2	Liability unaffected by other events



 


Subject to the terms of this Agreement, the
liability of the Guarantor under this clause 8 is not affected by any act, omission or thing which, but for this provision,
might in any way operate to release or otherwise exonerate or discharge the Guarantor from any of its obligations including
(without limitation) the grant to the Seller or any other person of any time, waiver or other indulgence, or the discharge or
release of the Seller or any other person from any obligation.


 


		8.3	Continuing guarantee and indemnity



 


This clause 8:


 


		(1)	extends to cover this Agreement as amended, varied or replaced, whether with or without the consent of the Guarantor; and



 


		(2)	is a continuing guarantee and indemnity and, despite Completion, remains in full force and effect for so long as the Seller
has any liability or obligation to the Purchaser under, or arising from, this Agreement and until all relevant Losses or obligations
have been fully discharged.



 


		9	Payments



 


		9.1	Manner of payments



 


Unless otherwise agreed between the Parties, all payments
in connection with the Purchase Price must be made in immediately available funds to the bank account set out in clause 4.3, or
as otherwise directed in writing by the Seller.


 


		9.2	Interest on overdue amounts



 


If a Party fails to pay an amount of money payable
under this Agreement on its due date, the Party in default must pay to the Party entitled to payment of that amount, interest
at the Default Rate on that amount computed from (but not including) the due date until (and including) the date the amount is
paid in full. Interest under this provision accrues daily, is calculated on the basis of a 365 day year, and is payable on the
last Business Day of each month. The right to payment of interest under this provision is without prejudice to any other rights,
powers and remedies the non-defaulting Party may have against the defaulting Party at law or in equity.


 


		10	Seller Warranties



 


		10.1	Seller



 


The Seller warrants to the Purchaser
that each of the Seller Warranties is true, correct and not misleading in all material respects. Each such Seller Warranty is a
separate warranty in no way limited by any other Seller Warranty.


 


		10.2	Seller Warranties



 


Each Seller Warranty is given at the date of this
Agreement, and will remain in full force and effect after the Completion Date despite Completion.


 


		10.3	Disclosures



 


Each of the Seller Warranties is subject to
any matters fairly disclosed in any of:


 




    	15



    	 



    

 


		(1)	the contents of this Agreement; and



 


		(2)	the Disclosure Material,



 


and consequently the Seller shall not be liable for
any Breach in respect of such matters in so far as they constitute fair disclosure.


 


For this purpose fairly disclosed means disclosed
in a manner and with sufficient detail to enable a prudent and sophisticated buyer experienced in the business of the Company to
make an informed assessment of the matter concerned (and fair disclosure shall be construed accordingly).


 


		10.4	Liability for Breach of Seller Warranties



 


Without restricting the rights of the Purchaser
or the ability of the Purchaser to claim on any other basis available to it, but subject always to the limitations and
restrictions contained clause 11, if after Completion it shall be agreed or determined that any of the Seller Warranties was
not true and accurate (which facts shall hereinafter be referred to as a Breach) then the Seller shall pay to the
Purchaser on demand (at the Purchaser's option):


 


		(1)	the cash amount sufficient to compensate the Purchaser against all Losses suffered or incurred by it in consequence of the
relevant Breach;



 


		(2)	the amount of any liability or increased liability which the Company suffers or incurs as a result of the relevant Breach;
or



 


		(3)	the amount of any reduction in the value of any Asset of the Company at Completion from the value which would have been attributed
to that Asset at Completion were it not for the relevant Breach.



 


		10.5	Tail Insurance



 


The Seller will
use its reasonable endeavours to secure run off insurance cover (for at least 7 years) from an insurer, and upon terms
reasonably acceptable to the Purchaser, in relation to any Claim in relation to the Company arising on or prior to
Completion.


 


		11	Limitation of liability



 


		11.1	Acknowledgements



 


Each Party acknowledges and agrees that:


 


		(1)	they enter into this Deed fully and voluntarily;



 


		(2)	it has received independent and professional advice (including legal, accounting, tax and financial
advice) concerning this Agreement and has satisfied itself about anything arising from that advice;



 


		(3)	it has had the opportunity to review this Agreement and all related agreements, and the Disclosure Materials and in the case
of the Purchaser, undertaken a due diligence on the Company, and to negotiate any and all such documents in its sole discretion,
without any undue influence by any other Party hereto or any third party; and



 


		(4)	except as expressly provided in this Agreement, neither the Seller nor the Purchaser is responsible to the other for any Loss
or Claim or otherwise unless it arises from this Agreement and the matters set out herein.



 




    	16



    	 



    




 


		11.2	Limits on liability



 


Despite any other provision of this Agreement, and
in particular clause 10.4:


 


		(1)	(Change
                                                                                        in law or administrative practice): The
                                                                                        Seller is not liable to make any
                                                                                        payment (whether by way of damages or
                                                                                        otherwise) for any Breach or any other
                                                                                        breach of this Agreement where the breach,
                                                                                        or any loss arising in connection with
                                                                                        any breach, is as a result of or in respect
                                                                                        of:



 


		(a)	a new law, or a change in the law (including its interpretation), taking effect after the date of this Agreement;



 


		(b)	a new rule or decision being made by any Government Agency, or a change in any rule or decision
of any Government Agency, after the date of this Agreement; or



 


		(c)	a new administrative practice or policy being introduced by any Government Agency, or a change in any administrative practice
or policy of any Governmental Agency, after the date of this Agreement,



 


including any law, rule, decision, practice or policy,
or any change in any law, rule, decision, practice or policy, which takes effect retrospectively.


 


		(2)	(Later recovery): After the Seller has made any payment
                                                               to the Purchaser for any Breach or any other breach of this
                                                               Agreement, if any member of the Purchaser Group receives any benefit
                                                               or credit, including by claiming an indemnity against or otherwise
                                                               recovering from a person other than the Seller, in respect of any
                                                               Loss directly caused by the Seller's breach of the same Seller
                                                               Warranty or same clause of this Agreement, then the Purchaser must
                                                               immediately repay to the Seller an amount corresponding to the
                                                               amount of that payment less all of the Purchaser's reasonable costs
                                                               incurred with claiming that indemnity against, or otherwise recovering
                                                               from, that third party, or if less, the amount of the benefit or
                                                               credit. Any such recovered amount under this clause must be on
                                                               an after tax basis so that the amount so paid to the Purchaser
                                                               puts the Seller in the same after tax position.



 


		(3)	(Known Breach or Liability): Seller is not liable to make any payment (whether by way of damages or otherwise) for any
Breach or other breach of this Agreement to the extent that the Breach or other breach is based on any fact, matter or circumstance:



 


		(a)	fairly disclosed in or otherwise reasonably identifiable or reasonably determinable from, this Agreement or the Disclosure
Material;



 


		(b)	for which there is a provision or reserve in, or otherwise
                                                               identifiable or determinable from, the Reference Accounts;



 


		(c)	which is within the knowledge of the Purchaser Group or its Personnel;



 


		(d)	which is in the public domain (including matters which are a matter of public record) and of which a prudent and sophisticated
buyer experienced in the business of the Company ought reasonably to be aware; or



 


		(e)	which would have been within the knowledge of the Purchaser had the Purchaser conducted searches prior to the date of this
Agreement of records open to public inspection in Australia, including records maintained by ASIC, the ASX or any other Government
Agency.



 




    	17



    	 



    

 


		(4)	(Purchaser Breach): Any amount payable to the Purchaser by the Seller under this Agreement is to be reduced to the extent
of the contributory negligence of the Purchaser with respect to the Loss or Claim.



 


		(5)	(Indirect losses): The Seller is not liable to make any payment (whether by way of damages or otherwise) to the Purchaser
for any indirect or consequential loss or loss of profits, however arising.



 


		11.3	Awareness of breach



 


If the Purchaser becomes aware after the date of this
Agreement of anything which constitutes or could (whether alone or with anything else) constitute a Breach or other breach of this
Agreement, including a Claim which, if satisfied, would result in a Breach or in any other breach of this Agreement, the Purchaser
must do each of the following:


 


		(1)	promptly notify the Seller, giving the Seller full details, including details of the facts, matters and circumstances giving
rise to the breach, the nature of the breach, the Purchaser's estimate of the Loss suffered and any additional information reasonably
requested by the Seller;



 


		(2)	until it notifies the Seller in accordance with this clause 11.3(1), take reasonable steps to mitigate any Loss which may give
rise to a Claim against the Seller for Breach or any other breach of this Agreement;



 


		(3)	not make any admission of liability or reach any agreement or compromise with any person in relation to any Claim or other
matter without first consulting with and obtaining the approval of the Seller;



 


		(4)	give the Seller and its professional advisors reasonable access to:



 


		(a)	the Personnel and premises of the Purchaser Group; and



 


		(b)	relevant chattels and documents (including books and records) within the custody, power, possession or control of the Purchaser
Group,



 


		(5)	to enable the Seller and its professional advisers to examine the Personnel, premises, chattels and documents and to take copies
or photographs at the Seller's expense;



 


		(6)	at the Seller's expense (including the Purchaser's legal costs), take all action in good faith and with due diligence that
the Seller (acting reasonably and in consultation with the Purchaser) directs to avoid, remedy or mitigate the breach or any loss
arising in connection with the breach, including legal proceedings in the name of the relevant member of the Purchaser Group, and
dispute, defend, appeal or compromise any Claim or other matter and any adjudication of it; and



 


		(7)	not do anything which compromises or prejudices the rights of the Seller under this clause 11.3.



 


The Seller is not liable to the Purchaser for a Breach
or any other breach of this Agreement to the extent that the Purchaser does not materially comply with its obligations under this
clause 11.3.


 




    	18



    	 



    

 


		11.4	Calculation of Loss



 


In calculating
the Loss of the Purchaser for a Breach or any other breach of this Agreement account must be taken of the amount by which any
Tax for which any member of the Purchaser Group is now or in the future accountable or liable to be assessed is reduced or
extinguished as a result of the fact, matter or circumstance giving rise to the Loss.


 


		11.5	Remedy in damages



 


Subject to clause 11.2 and except as otherwise provided
in this Agreement, the Purchaser acknowledges that its sole remedy for a Breach or any other breach of this Agreement is damages
and that it is not entitled to terminate or rescind this Agreement except otherwise allowed in this Agreement.


 


		11.6	Additional Limits on liability



 


Despite any other provision of this Agreement, and
in particular clause 10.4:


 


		(1)	(Time period for claims): The Seller is not liable to make any payment (whether by way of damages or otherwise) for
any Breach of this Agreement unless notice of a Claim against the Seller is given by the Purchaser to the Seller (setting out full
details, including details of the facts, matters and circumstance giving rise to the breach, the nature of the breach and the Purchaser's
estimate of the Loss suffered) before:



 


		(a)	in the case of Claims arising from the breach of any Tax Warranty, the date that is 6 years after the Completion Date; and



 


		(b)	in the case of Claims arising from any other Breach of this Agreement, the date that is 2 years after the Completion Date;



 


		(2)	(Threshold Limit): The Seller is not liable to make any payment (whether by way of damages or otherwise) for any Breach
or any other breach of this Agreement unless the amount finally determined against or agreed by the Seller in respect of any one
breach or the aggregate amount of a series of breaches exceeds $100,000;



 


		(3)	(Other limits): The Seller is not liable to make any payment (whether by way of damages or otherwise) for any Breach
or any other breach of this Agreement:



 


		(a)	to the extent that:



 


		(i)	the Breach or any other breach of this Agreement; or



 


		(ii)	any Loss arising in connection with any Breach or any other breach of this Agreement,



 


has arisen as a result of any act or omission after
Completion by or on behalf of any member of the Purchaser Group (including the Company) or their respective officers, employees
or agents, otherwise than


 


		(A)	where this is required by applicable law; or



 


		(B)	in the ordinary course of the Company's business as carried on as at the Completion Date; or



 


		(C)	in accordance with a legally binding obligation entered into by the Company on or before Completion (except where that obligation
was created at the request of the Purchaser);



 




    	19



    	 



    

 


		(b)	to the extent that the breach, or any Loss arising in connection with any breach, has arisen directly as a result of:



 


		(i)	the Purchaser failing to procure any legally necessary prior consent of a third party to the change of control of the Company;
or



 


		(ii)	the legal ownership structure of the Purchaser or other members of the Purchaser Group (as the case may be);



 


		(c)	to the extent that the breach, or any Loss arising in connection with any breach, has arisen as a result of any act or omission
by or on behalf of the Seller:



 


		(i)	that is required or permitted by any provision of this Agreement; or



 


		(ii)	at the request, or with the agreement of the Purchaser;



 


		(d)	to the extent that the breach, or any Loss arising in connection with any breach, has been remedied without cost to the Purchaser;
or



 


		(e)	to the extent that the breach, or any Loss arising in connection with any breach, would not have arisen but for any restructure
or change in ownership of any member of the Purchaser Group after Completion or any change in the accounting policies of any member
of the Purchaser after Completion.



 


		11.7	No double recovery



 


The Purchaser is not entitled to recover damages
or otherwise obtain payment, reimbursement or restitution more than once in respect of the same Loss.


 


		12	Purchaser Warranties



 


		12.1	Purchaser Warranties



 


The Purchaser warrants to the
Seller that each Purchaser Warranty is true, correct and not misleading in any material respect. Each Purchaser Warranty is a separate
warranty in no way limited by any other Purchaser Warranty. The Purchaser Warranties survive, and are not in any way to be affected
by, Completion.


 


		12.2	Liability for Breach of Purchaser Warranties



 


Without restricting the rights of the Seller or
the ability of the Seller to claim against the Purchaser on any other basis available to it, but subject always to the
limitations and restrictions contained in this clause 13, if after Completion it shall be agreed or determined that any of
the Purchaser Warranties was not true and accurate (which facts shall hereinafter be referred to as a Purchaser Breach) then
the Purchaser shall pay to the Seller on demand (at the Seller's option):


 


		(1)	the cash amount sufficient to compensate the Seller against all Losses suffered or incurred by it in consequence of the relevant
Purchaser Breach; and



 


		(2)	the amount of any liability or increased liability which the Seller suffers or incurs as a result of the relevant Purchaser
Breach.



 




    	20



    	 



    

 


		13	Limitation of liability



 


		13.1	Limitation of liability of the Purchaser



 


All Parties agree and acknowledge that:


 


		(1)	The Purchaser enters this Agreement only in its capacity as the trustee of Kerama Energy Trust and in no other capacity.



 


		(2)	Any liability or obligation of the Purchaser arising under or in connection with this Agreement is limited to and can be enforced
against the Purchaser only to the extent to which it can be satisfied out of the assets of the Kerama Energy Trust out of which
the Purchaser is actually indemnified for the liability.



 


		(3)	The limitation of the Purchaser's liability described in this clause applies despite any other provision of this Agreement
or any other document and extends to all liabilities and obligations of, undertaken or incurred by or devolving on, the Purchaser
arising from, or in any way connected with, any conduct, omission, representation, warranty, agreement, transaction or other matter
or thing under or related to this document.



 


		(4)	The Purchaser is not obliged to do anything or refrain from doing anything under or in connection with this Agreement (including
incur a liability) unless the Purchaser's liability is limited in the same manner as set out in this clause or otherwise in a manner
satisfactory to the Purchaser (in its absolute discretion).



 


		(5)	The parties (other than the Purchaser may not sue or seek recourse to the Purchaser or any assets held by the Purchaser in
respect of any liabilities incurred by the Purchaser, acting in its capacity as trustee of the Kerama Energy Trust, in any other
capacity other than as trustee of the Kerama Energy Trust, including seeking the appointment of a receiver (except in relation
to the assets of the Kerama Energy Trust), a liquidator, an administrator or any similar person to the Purchaser or prove in any
liquidation, administration or arrangements of or affecting the Purchaser (except in relation to the assets of the Kerama Energy
Trust).



 


		(6)	In no circumstances will the Purchaser be personally liable for any indirect, incidental, consequential, or special damage
(including without limitation, lost profits) of any form incurred by any person or entity whether or not foreseeable and regardless
of the type of action in which such a claim may be brought.



 


		13.2	Limits on liability



 


Despite any other provision of this Agreement, and
in particular clause 10.4:


 


		(1)	(Change in law or administrative practice): The Purchaser is not liable to make any payment (whether by way of damages
or otherwise) for any Purchaser Breach or any other breach of this Agreement where the breach, or any loss arising in connection
with any breach, is as a result of or in respect of:



 


		(a)	a new law, or a change in the law (including its interpretation), taking effect after the date of this Agreement;



 


		(b)	a new rule or decision being made by any Government Agency, or a change in any rule or decision
of any Government Agency, after the date of this Agreement; or



 




    	21



    	 



    

 


		(c)	a new administrative practice or policy being introduced by any Government Agency, or a change in any administrative practice
or policy of any Governmental Agency, after the date of this Agreement,



 


including any law, rule, decision, practice or policy,
or any change in any law, rule, decision, practice or policy, which takes effect retrospectively.


 


		(2)	(Later recovery): After the Purchaser has made any payment
                                                               to the Seller for any Purchaser Breach or any other breach of this
                                                               Agreement, if any member of the Seller Group receives any benefit
                                                               or credit, including by claiming an indemnity against or otherwise
                                                               recovering from a person other than the Purchaser, in respect of
                                                               any Loss directly caused by the Purchaser's breach of the same
                                                               Purchaser Warranty or same clause of this Agreement, then the Seller
                                                               must immediately repay to the Purchaser an amount corresponding
                                                               to the amount of that payment less all of the Seller's reasonable
                                                               costs incurred with claiming that indemnity against, or otherwise
                                                               recovering from, that third party, or if less, the amount of the
                                                               benefit or credit. Any such recovered amount under this clause
                                                               must be on an after tax basis so that the amount so paid to the
                                                               Purchaser puts the Seller in the same after tax position.



 


		(3)	(Known Breach or Liability): Purchaser is not liable to make any payment (whether by way of damages or otherwise) for
any Purchaser Breach or other breach of this Agreement to the extent that the Purchaser Breach or other breach is based on any
fact, matter or circumstance:



 


		(a)	fairly disclosed in or otherwise reasonably identifiable or reasonably determinable from, this Agreement;



 


		(b)	for which there is a provision or reserve in, or otherwise identifiable or determinable from, the Reference Accounts;



 


		(c)	which is within the knowledge of the Seller Group or its Personnel;



 


		(d)	which is in the public domain (including matters which are a matter of public record); or



 


		(e)	which would have been within the knowledge of the Seller had the Seller conducted searches prior to the date of this Agreement
of records open to public inspection in Australia, including records maintained by ASIC, or any other Government Agency.



 


		(4)	(Seller Breach):.Any amount payable to the Seller
                                                               by the Purchaser under this Agreement, other than the Purchase
                                                               Price, is to be reduced to the extent of the contributory negligence
                                                               of the Seller with respect to the Loss or Claim.



 


		(5)	(Indirect losses): The Purchaser is not liable to make any payment (whether by way of damages or otherwise) to the Seller
for any indirect or consequential loss or loss of profits, however arising.



 


		13.3	Awareness of breach



 


If the Seller becomes aware after the date of this
Agreement of anything which constitutes or could (whether alone or with anything else) constitute a Purchaser Breach or other breach
of this Agreement, including a Claim which, if satisfied, would result in a Purchaser Breach or in any other breach of this Agreement,
the Seller must do each of the following:


 




    	22



    	 



    

 


		(1)	promptly notify the Purchaser, giving the Purchaser full details, including details of the facts, matters and circumstances
giving rise to the breach, the nature of the breach, the Seller's estimate of the Loss suffered and any additional information
reasonably requested by the Purchaser;



 


		(2)	until it notifies the Purchaser in accordance with this clause 13.3(1), take reasonable steps to mitigate any Loss which may
give rise to a Claim against the Purchaser for Purchaser Breach or any other breach of this Agreement;



 


		(3)	not make any admission of liability or reach any agreement or compromise with any person in relation to any Claim or other
matter without first consulting with and obtaining the approval of the Purchaser;



 


		(4)	give the Purchaser and its professional advisors reasonable access to:



 


		(a)	the Personnel and premises of the Seller Group; and



 


		(b)	relevant chattels and documents (including books and records) within the custody, power, possession or control of the Seller
Group,



 


		(5)	to enable the Purchaser and its professional advisers to examine the Personnel, premises, chattels and documents and to take
copies or photographs at the Purchaser's expense;



 


		(6)	at the Purchaser's expense (including the Seller's legal costs), take all action in good faith and with due diligence that
the Purchaser (acting reasonably and in consultation with the Seller) directs to avoid, remedy or mitigate the breach or any loss
arising in connection with the breach, including legal proceedings in the name of the relevant member of the Seller Group, and
dispute, defend, appeal or compromise any Claim or other matter and any adjudication of it; and



 


		(7)	not do anything which compromises or prejudices the rights of the Purchaser under this clause 13.3.



 


The Purchaser is not liable to the Seller for a Purchaser
Breach or any other breach of this Agreement to the extent that the Seller does not materially comply with its obligations under
this clause 13.3.


 


		13.4	Calculation of Loss



 


In calculating the Loss of the Seller for a
Purchaser Breach or any other breach of this Agreement account must be taken of the amount by which any Tax for which any
member of the Seller Group is now or in the future accountable or liable to be assessed is reduced or extinguished as a
result of the fact, matter or circumstance giving rise to the Loss.


 


		13.5	Remedy in damages



 


Subject to clause 13.1 and except
as otherwise provided in this Agreement, the Seller acknowledges that its sole remedy for a Purchaser Breach or any other breach
of this Agreement is damages and that it is not entitled to terminate or rescind this Agreement except otherwise allowed in this
Agreement.


 


		13.6	Additional Limits on liability



 


Despite any other provision of this Agreement, and
in particular clause 10.4:


 




    	23



    	 



    

 


		(1)	(Time period for claims): The Purchaser is not liable to make any payment (whether by way of damages or otherwise) for
any Purchaser Breach of this Agreement unless notice of a Claim against the Purchaser is given by the Seller to the Purchaser (setting
out full details, including details of the facts, matters and circumstance giving rise to the breach, the nature of the breach
and the Seller's estimate of the Loss suffered) before the date that is 2years after the Completion Date;



 


		(2)	(Maximum aggregate amount): The maximum aggregate amount that the Seller may recover from
the Purchaser (whether by way of damages or otherwise) under the Purchaser Warranties and for breach of this Agreement is an amount
equal to the Purchase Price instalments unpaid at the time of such breach;



 


		(3)	(Threshold Limit): The Purchaser is not liable to make any payment (whether by way of damages or otherwise) for any
Purchaser Breach or any other breach of this Agreement unless the amount finally determined against or agreed by the Purchaser
in respect of any one breach or the aggregate amount of a series of breaches exceeds $100,000;



 


		(4)	(Other limits): The Purchaser is not liable to make any payment (whether by way of damages or otherwise) for any Purchaser
Breach or any other breach of this Agreement:



 


		(a)	to the extent that:



 


		(i)	the Purchaser Breach or any other breach of this Agreement; or



 


		(ii)	any Loss arising in connection with any Purchaser Breach or any other breach of this Agreement,



 


has arisen as a result of any act or omission after
Completion by or on behalf of any member of the Seller Group or their respective officers, employees or agents, otherwise than


 


		(A)	where this is required by applicable law; or



 


		(B)	in the ordinary course of the Seller's business as carried on as at the Completion Date,



 


in accordance with a legally binding obligation entered
into by the Company on or before Completion


 


		(b)	to the extent that the breach, or any Loss arising in connection with any breach, has arisen directly as a result of:



 


		(i)	the Seller failing to procure any legally necessary prior consent of a third party to the change
of control of the Company; or



 


		(ii)	the legal ownership structure of the Seller or other members of the Seller Group (as the case may be);



 


		(c)	to the extent that the breach, or any Loss arising in connection with any breach, has arisen as a result of any act or omission
by or on behalf of the Purchaser:



 




    	24



    	 



    

 


		(i)	that is required or permitted by any provision of this Agreement; or



 


		(ii)	at the request, or with the agreement of the Seller;



 


		(d)	to the extent that the breach, or any Loss arising in connection with any breach, has been remedied without cost to the Seller;
or



 


		(e)	to the extent that the breach, or any Loss arising in connection with any breach, would not have arisen but for any restructure
or change in ownership of any member of the Seller Group after Completion or any change in the accounting policies of any member
of the Seller after Completion.



 


		13.7	No double recovery



 


The Seller is not entitled to recover damages or otherwise
obtain payment, reimbursement or restitution more than once in respect of the same Loss.


 


		14	Tax



 


		14.1	Subject to clause 11.2, if at any time within five (5) years from the Completion Date any Taxation Authority issues to the
Company an assessment in respect of any income year ending before the Completion Date and in respect of the period from the first
day of the next income year to the Completion Date or in respect of any payments made by the Company or an event or transaction
occurring prior to that date (including any agreement or deed entered into by the Company prior to the Completion Date), in which
the Tax payable exceeds or is additional to the amount of Tax on the same account either previously paid (or that has remained
unpaid), or that is provided for in the Reference Accounts then:



 


		(1)	the Purchaser must promptly (and in any case within 5 Business Days) provide or must cause the Company to promptly (and in
any case within 5 Business Days) provide the Seller with a statement of the circumstances of the assessment; and



 


		(2)	the Seller must pay to the Purchaser the amount of that excess or additional Tax within the time stipulated in the assessment.



 


		14.2	The Purchaser must account or must procure that the Company accounts to the Seller for an amount equal to any credit, refund,
rebate or reimbursement allowed by or received from a taxation authority within five (5) years from the Completion Date in respect
of:



 


		(1)	any Tax paid by the Company before the Completion Date or provided for in the Reference Accounts (except to the extent that
the credit, refund, rebate or reimbursement is already provided for); or



 


		(2)	any Tax paid by the Company after the Completion Date to the extent the Purchaser has received an amount under this Agreement
for the Tax.



 


Any amount payable by the Purchaser to the Seller
under this clause 14.2 is in addition, and not an adjustment, to the Purchase Price.


 


		14.3	If so required by the Seller, the Purchaser must procure that the Company prepares and files the necessary Tax return and takes
such further reasonable action as may be required by the Seller to ensure that any amount which the Purchaser is required to account
or procure the accounting of to the Seller is received by the Company (provided that the Seller bears all the Purchaser's reasonable
costs and expenses of taking such actions).



 




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		15	Goods and services tax



 


		15.1	Definitions



 


In this clause 15:


 


		(1)	GST means GST as defined in the GST Act or any replacement or other relevant legislation and regulations;



 


		(2)	words used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including
any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context
otherwise requires;



 


		(3)	any reference to GST payable by, or any input tax credit entitlement of, a Party includes any corresponding GST payable by,
or an input tax credit entitlement of, the representative member of any GST group of which that Party is a member; and



 


		(4)	if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part
of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the
supply is to be treated as a separate supply.



 


		15.2	No GST in any payments



 


Unless GST is expressly included,
any payment expressed to be payable under any other clause of this Agreement for any supply made under or in connection with this
Agreement does not include GST.


 


		15.3	Addition of GST



 


To the extent that any supply made under or in connection
with this Agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount
equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable on or before
30 August 2018 (subject to the receipt of a valid tax invoice prior to or contemporaneously with payment).


 


		15.4	Parties' obligations to provide



 


Each Party agrees to do all things, including
providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other Party to
claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply
made under or in connection with this Agreement.


 


		15.5	Payment by reimbursement or indemnity



 


If a payment to a Party under this Agreement is a
payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense
incurred by that Party, then the payment is to be reduced by the amount of any input tax credit to which that Party is entitled
in respect of that loss, cost or expense before any adjustment is made for GST.


 




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		16	Default



 


		16.1	Remedies of the Seller



 


If the Purchaser fails to perform any of its obligations
under or in connection with this Agreement then the Seller's sole remedy is to enforce its Share Mortgage over the Shares.


 


		17	Dispute Resolution



 


		17.1	Dispute Resolution



 


		(1)	If any dispute arises with respect to this Agreement, a Party must not commence any Court or arbitration proceedings unless
the Parties have complied with this clause, other than where a Party seeks urgent interlocutory relief.



 


		(2)	A Party to this Agreement claiming that a dispute has
arisen out of or in relation to this Agreement must give written notice (Notice of Dispute) to each other Party to this
Agreement specifying the nature of the dispute.



 


		(3)	If the Parties are not able to resolve the dispute within
fourteen (14) days of receipt of the Notice of Dispute (or such further period as agreed in writing by them), then the dispute
shall be referred to the chief executive officer of each of the disputing Parties.



 


		(4)	If the matter is referred to the chief executive officers
of the disputing Parties, within seven (7) days of referral to the chief executive officers, the chief executive officers of the
disputing Parties shall meet in order to attempt to resolve the dispute.



 


		(5)	If the chief executive officers of the disputing Parties
do not resolve the dispute, the chief executive officers of each of the disputing Parties shall, within seven (7) days attempt
to agree on:



 


		(a)	the dispute resolution technique and the procedures to be adopted in an attempt to resolve the dispute;



 


		(b)	a timetable for steps to be taken in relation to those procedures; and



 


		(c)	the selection of compensation of an independent person required fur such technique.



 


If the chief executive officers agree upon the above
processes and timetable, then the dispute shall be determined in accordance with such processes and techniques. Notwithstanding
the earlier provisions of this clause 16.1(5), the Parties agree not to appoint an arbitrator and any such independent person shall
act only as a mediator.


 


		(6)	If the chief executive officers are unable to agree upon the appointment of such a mediator in clause 16.1(5) , then the Parties
agree that the mediator will be appointed by the president of the Law Society of New South Wales (or the present's nominee) who
will select the mediator and determine the mediator's remuneration.



 


		(7)	If the dispute cannot be resolved at mediation, the Parties are free to take whatever action they determine in relation to
the dispute, including commencing legal proceedings.



 




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		18	Confidentiality



 


		18.1	General obligation



 


		(1)	Subject to clause 18.1(2), each Party must keep confidential:



 


		(a)	the existence and terms of this Agreement and the Share Mortgage (and any draft thereof); and



 


		(b)	all negotiations in connection with them, 



 


			and must ensure that their respective Personnel do likewise.






 


		(2)	A Party may disclose information:



 


		(a)	on a confidential basis to its relevant Personnel and advisers to enable them to advise or assist in connection with this Agreement
and the Share Mortgage (including its administration or enforcement);



 


		(b)	to a person whose consent is needed in connection with this Agreement if the Party seeking consent uses reasonable endeavours
to get the consenting person to agree to keep the information confidential (and then only to the extent that the consenting person
needs to know the information in order to decide whether to consent);



 


		(c)	if that information is in the public domain (other than because the Party has disclosed it);



 


		(d)	if the Party lawfully had the information before it was disclosed to them in connection with this Agreement;



 


		(e)	with the consent of each other Parties;



 


		(f)	in connection with legal or other proceedings relating to this Agreement;



 


		(g)	if compelled by law or by an authority such as a Government Agency, court, tribunal or stock exchange; or



 


		(h)	if this Agreement expressly requires or permits a Party to disclose information.



 


A Party disclosing under clauses 18.1(2)(g) and/or
(h) must, as far as practical, consult with each other Party beforehand as to the content and timing of the disclosure.


 


		18.2	Agreement on press announcements



 


The Parties must in good faith agree at or before
Completion on the form of any press announcement or public statement that they will each make concerning this Agreement.


 


		18.3	Continuing obligation



 


This clause 18.3 continues to bind the Parties after
Completion and after the Parties' other obligations under this Agreement terminate.


 


		19	Further assurance



 


		19.1	Each Party must at its own cost from time to time do all things (including executing or producing documents, getting documents
executed or produced by others and obtaining consents) necessary or desirable to give full effect
to this Agreement (including the transactions contemplated by this Agreement).






 




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		20	Severability



 


		20.1	If anything in this Agreement is unenforceable, illegal or void or contravenes the law then it is severed and the rest of this
Agreement remains in force. The rights and obligations of each Party are not affected by any law that, but for this clause 20,
would affect those rights and obligations.



 


		21	Entire agreement



 


		21.1	This Agreement:



 


		(1)	contains the entire agreement, arrangement and understanding between the parties on everything connected with the subject matter
of this Agreement; and



 


		(2)	supersede any prior agreement, arrangement or understanding on anything connected with that subject matter.



 


Accordingly, anything (such as
correspondence, negotiations or representations before this document is executed or an arrangement or understanding) not reflected
in this Agreement does not bind the Parties and may not be relied on by them.


 


		22	Variation



 


		22.1	Variation



 


An amendment or variation to this Agreement is not
effective unless it is in writing and signed by the Parties named therein.


 


		22.2	Waiver



 


A provision of this Agreement (including a condition
precedent) may only be waived in writing signed by the person who has the benefit of the provision.


 


		23	Rights, powers and remedies



 


		(1)	The rights, powers and remedies of each Party under this Agreement are additional to other rights and powers independently
given by law.



 


		(2)	A Party's failure or delay to exercise a right, power or remedy does not operate as a waiver of that right, power or remedy.



 


		(3)	The exercise of a right, power or remedy does not preclude either its exercise in the future or the exercise of any other right,
power or remedy.



 


		(4)	Unless this Agreement expressly provides otherwise, a Party may exercise a right, power or remedy
(including giving or withholding its approval or consent) entirely at its discretion (including by imposing conditions).



 


		(5)	In exercising, or deciding not to exercise, a right, power or remedy, a Party is not required to take into account any adverse
effect on another Party.



 


		(6)	Each Party agrees to comply with the conditions of any approval, consent or waiver given by another Party.



 


		(7)	Waiver of a right, power or remedy is effective only in respect of the specific instance to which it relates and for the specific
purpose for which it is given.



 




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		24	Continuing obligations



 


		24.1	Survival of rights



 


The rights and obligations of the Parties do
not merge on the completion of any transaction contemplated by this Agreement. They also survive the execution and delivery
of any conveyance, assignment, transfer or other document entered into for the purpose of implementing any transaction
contemplated by this Agreement.


 


		24.2	Survival of indemnities



 


Each indemnity in this Agreement survives the expiry
or termination of this Agreement. A Party may enforce a right of indemnity at any time, including before it has suffered loss.


 


		25	Costs



 


		25.1	Costs



 


Each Party must pay its own costs in connection with
the negotiation, preparation and execution of this Agreement.


 


		25.2	Stamp Duty



 


The Purchaser must pay all stamp duty
(including all fines, penalties and interest) and other government imposts payable on or in connection with this Agreement
and any transaction contemplated by this Agreement, and all instruments of transfer and other documents or instruments
executed under or in connection with this Agreement or any transaction contemplated by this Agreement, when due.


 


		25.3	Indemnity



 


The Purchaser indemnifies the Seller against all Loss
arising from any failure by the Purchaser to comply with its obligations under clause 25.2.


 


		26	Notices



 


		26.1	To be in writing



 


Each communication in connection with this Agreement
(including a notice, consent, request, waiver or demand) (Notice) has no legal effect unless it is in writing.


 


		26.2	Delivery



 


In addition to any other method of service provided
by law, the Notice may be:


 


		(1)	sent by prepaid ordinary post to the address for service of the addressee, if the address is in Australia and the Notice is
sent from within Australia;



 


		(2)	sent by prepaid airmail to the address for service of the addressee, if the address is outside Australia or if the Notice is
sent from outside Australia;



 


		(3)	sent by facsimile to the facsimile number of the addressee;



 


		(4)	sent by email to the email address of the addressee; or



 


		(5)	delivered at the address for service of the addressee.



 




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		26.3	Timing of delivery



 


If the Notice is sent or delivered in a manner provided
by clause 25.2, it must be treated as given to and received by the Party to which it is addressed:


 


		(1)	if sent by post from within Australia to an address in Australia, on the 2nd Business Day (at the address to which it is posted)
after posting;



 


		(2)	if sent by post to an address outside Australia or sent by post from outside Australia, on the 5th Business Day (at the address
to which it is posted) after posting;



 


		(3)	if sent by facsimile before 5 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next
Business Day at the place of receipt;



 


		(4)	if sent by email before 5pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business
Day at the place of receipt; or



 


		(5)	if otherwise delivered before 5 pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business
Day at the place of delivery.



 


		26.4	Facsimiles and emails



 


Despite clause 26.3:


 


		(1)	a facsimile is not treated as given or received if at the end of the transmission the sender's facsimile machine fails to issue
a report confirming the transmission of the number of pages in the Notice; and



 


		(2)	an email is not treated as given or received if the sender's computer reports that the message has not been delivered.



 


		26.5	Time and days



 


If a Notice is served by a method which is
provided by law but is not provided by clause 26.2, and the service takes place after 5pm on a Business Day, or on a day
which is not a Business Day, it must be treated as taking place on the next Business Day.


 


		26.6	Assumed delivery



 


A Notice sent or delivered in a manner provided by
clause 26.2 must be treated as validly given to and received by the Party to which it is addressed even if:


 


		(1)	the addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which
it is sent; or



 


		(2)	the Notice is returned unclaimed.



 


		26.7	Seller's and Guarantor's addresses



 


The Seller's address for service and facsimile number
are:


 


	 	Name	:	CBD Labs Pty Ltd
	 	 	 	 
	 	Attention	:	Chief Financial Officer
	 	 	 	 
	 	Address	:	Level l2, 15 Macquarie Place, Sydney NSW 2000
	 	 	 	 
	 	Facsimile no	:	+61 2 9252 2721
	 	 	 	 
	 	Email address 	:	Richard Pillinger (rpillinger@cbdenegry.com.au)


 




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