Exhibit 4.20


 


SECURITIES PURCHASE AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between BlueNRGY Group Limited, an Australian
corporation (the “Company”), IHL Acquisition Co. Pty Ltd. (“IHL”) a wholly-owned subsidiary of the
Company registered in Australia, and each purchaser identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Purchasers shall have the right to purchase from
the IHL, from time to time as provided herein, and the IHL shall be obligated to sell to the Purchasers, Preferred Shares of IHL
convertible into ordinary shares of the Company (“Preferred Shares”), for a total aggregate cash purchase price of
up to US$5,000,000.00 (the “Offering Amount”).


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


1.1       Definitions:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


  


“Board
of Directors” means the board of directors of the Company or IHL, as applicable.


  


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


  


“Closing
Date” means the date of the Initial Closing or Draw Down Closing, as applicable.


  


“Commission”
means the United States Securities and Exchange Commission.


  


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Draw Down”
shall have the meaning set forth in Section 2.1(b).


  


“Draw Down
Amount” shall have the meaning set forth in Section 5.1(a).


  


“Draw Down
Closing” means the closing of the purchase and sale of the Preferred Shares pursuant to a Draw Down.


 






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“Draw Down
Notice Date” means the date that a Draw Down Notice is delivered to the Company pursuant to Section 5.1(a).


  


“Draw Down
Settlement Date” shall have the meaning set forth in Section 5.1(b).


  


“Draw Down
Notice” shall have the meaning set forth in Section 5.1(a).


  


“Draw Down
Preferred Shares” means the Preferred Shares issuable pursuant to a Draw Down.


  


“Draw Down
Settlement Date” shall have the meaning set forth in Section 5.1(b).


  


“Equity
Conditions” means, at the time or during the period in question, (i) the Ordinary Shares are trading on a U.S. securities
market (and the Company believes, in good faith, that trading of the Ordinary Shares on a Trading Market will not be suspended
or discontinued), (ii) there is a sufficient number of authorized but unissued and otherwise unreserved Ordinary Shares for the
issuance of all of the Underlying Shares underlying the Draw Down Preferred Shares (issued and issuable pursuant to this Agreement).


  


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


  


“IFRS”
shall have the meaning ascribed to such term in Section 3.1(h).


  


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).


 


“Initial
Closing” means the initial closing of the purchase and sale of the Preferred Shares pursuant to Section 2.1.


  


“Initial
Closing Date” means June 29, 2016 or such other date as has been mutually agreed upon by the parties to this Agreement.


  


“Initial
Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Preferred Shares hereunder
at the Initial Closing, as specified below such Purchaser’s name on the signature page of this Agreement and next to the
heading “Initial Subscription Amount,” in United States dollars and in immediately available funds.


  


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


  


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


  


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


  


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


  


“Minimum
Dollar Amount” shall mean $100,000.


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(hh).


  


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(gg).


  


“Ordinary
Shares” shall mean the ordinary shares of the Company.


 






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“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Ordinary Shares.


  


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


  


“Preferred
Shares” means the up to 5,000 Convertible Preferred Shares of IHL, no par value, issuable hereunder, and having the rights,
preferences and privileges set forth in Exhibit A hereto.


  


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


  


“Purchaser
Draw Down Amount” shall have the meaning ascribed to such term in Section 5.1(a).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Purchaser
Registration Statement” shall mean the Registration Statement on Form F-1 the Company shall be obligated to file, as
contemplated by Section 4.12 to register for resale the Securities.


  


“Registration
Statement” shall mean the most recent Registration Statement on Form F-1, as amended that has been filed with the Commission,
including the prospectus included in such Registration Statement.


  


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


  


“Resolution”
means the BLUENRGY Group Limited Directors Circular Resolution, dated on or before the Initial Closing Date, substantially in the
form attached hereto as Exhibit A, authorizing the Preferred Shares and approving the Agreement and the transactions contemplated
hereby including, without limitation, the issuance of Preferred Shares to the Purchasers.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


  


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Preferred Shares and the Underlying Shares.


  


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


  


“Settlement”
means the delivery of Draw Down Preferred Shares to each applicable Purchaser, and each such Purchaser’s delivery of payment
therefore by transfer to the Company’s bank account of immediately available funds.


  


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable Ordinary Shares).


  


“Stated
Value” means $1,000.00 per Preferred Share.


 






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“Subsidiary”
means any subsidiary of the Company.


  


“Trading
Day” means a day on which the principal Trading Market is open for trading.


  


“Trading
Market” means any regulated public securities market in the United States of America (“USA”).


 


“Transaction
Documents” means this Agreement and all exhibits and schedules hereto, and any other documents or agreements, executed
in connection with the transactions contemplated hereunder.


  


“Transfer
Agent” means the current current transfer agent of the Company, and any successor transfer agent of the Company.


  


“Underlying
Shares” means the Ordinary Shares issued and issuable upon conversion of the Preferred Shares in accordance with the
terms set forth in Section 4.12 hereof.


  





ARTICLE II. 


 


PURCHASE AND SALE


 


2.1       Purchase
and Sale of Preferred Shares.


  


(a) Upon the terms
and subject to the conditions of this Agreement, during the term of this Agreement, at their discretion, the Purchasers may elect
to purchase from the IHL and the Company shall be obligated to cause IHL to sell to the Purchasers, Preferred Shares for up to
a total aggregate cash purchase price of US$5,000,000.00; provided, however, that at the Initial Closing and on the Initial Closing
Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase no less than 2,000 Preferred Shares for an aggregate purchase price of_________.


 


(b) At the Initial
Closing, each Purchaser shall deliver to the Company or its designated escrow agent, via wire transfer or a certified check of
immediately available funds equal to such Purchaser’s Initial Subscription Amount as set forth on the signature page hereto
executed by such Purchaser and the Company shall deliver to each Purchaser documentation of its respective Preferred Shares as
determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2
deliverable at the Initial Closing Date. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Initial Closing shall occur at the offices of Cooley LLP or such other location as the parties shall mutually agree.


 


(c) Following the
Initial Closing, and subject to the terms and conditions of Article 5 of this Agreement, on or before July 1, 2016, the Purchasers
shall have the right to make one or more additional investments (each a “Draw Down”) in an aggregate amount
that does not result in the purchase of more than $5,000,000, in one or more Draw Down Closings.


 


2.2       Initial Closing Deliverables.


 


(a) On or prior to the Initial Closing
Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i) a copy of this Agreement duly
executed by the Company;


 


(ii) documentary
evidence that the Preferred Shares purchased by such Purchaser have been duly recorded on the Company’s Preferred Share
register in the name of such Purchaser; and


 






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(b) On or prior to the Initial Closing
Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i) a copy of its signature page
to this Agreement duly executed by such Purchaser; and


 


(ii) such Purchaser’s Initial
Subscription Amount by wire transfer to the account as specified in writing by the Company.


 


2.3       Initial Closing Conditions.


 


(a) The obligations
of the Company hereunder in connection with the Initial Closing are subject to the following conditions being met:


 


(i) the accuracy
in all material respects on the Initial Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein); 


 


(ii) all obligations,
covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performed
in all material respects; and


 


(iii) the delivery
by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b) The respective
obligations of the Purchasers hereunder in connection with the Initial Closing are subject to the following conditions being met:


 


(i) the accuracy
in all material respects when made and on the Initial Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


 


(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed
in all material respects;


 


(iii) the delivery
by the Company of this Agreement duly executed by the Company;


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v) from the
date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing Date.


 






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ARTICLE III.


 


REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. Except as set forth in the Company’s 2015 Annual Report on Form 20-F (the “Report”)
or any subsequent Filing, the Company hereby makes the following representations and warranties to each Purchaser as of the date
hereof and as of each Draw Down Settlement Date, as follows (unless as of a specific date therein):


 


(a) Subsidiaries.
Except as disclosed in the Report and subsequent Filings, the Company owns, directly or indirectly, all of the capital stock or
other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital
stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe
for or purchase securities.


 


(b) Organization
and Qualification. Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation
under the laws of its jurisdiction of incorporation or formation. Where applicable under the laws of its jurisdiction of incorporation
or formation, each Subsidiary is in good standing under such laws. Where applicable under the laws of each jurisdiction in which
the Company or its Subsidiaries owns or leases real property or in which the conduct of its business makes qualification necessary,
each of the Company and its Subsidiaries is in good standing under such laws. Each of the Company and its Subsidiaries has the
appropriate power and authority to own its properties and conduct its business as currently being carried on and as described
in the Report and any subsequent Filing, and is duly qualified to do business as a foreign entity in each jurisdiction in which
it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure
to so qualify would have a material adverse effect upon the business, prospects, properties, operations, condition (financial
or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or in its ability to perform its
obligations under this Agreement (“Material Adverse Effect”). No financial effects of less than $250,000 individually
or $1.0 million cumulatively shall be deemed to constitute a Material Adverse Effect.


 


(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by
the Company, the Board of Directors or the Company’s shareholders in connection therewith other than in connection with
the Required Approvals. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(d) No Conflicts.
The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Securities and
the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict
with or violate any provision of the Company’s or any Subsidiary’s organizational documents, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any
Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject
to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal
and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material
Adverse Effect.


 






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(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any prior
notice to, or make any prior filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:
(i) the filings required pursuant to Section 4.4 of this Agreement, (ii) application(s), if any, to the Trading Market for the
issuance and sale of the Securities for trading thereon in the time and manner required thereby and (iii) such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f) Issuance
of the Securities; Registration. The Securities, when issued and paid for in accordance with the applicable Transaction Documents,
will be validly issued and fully paid, free and clear of all Liens imposed by the Company. The Company has no restriction on its
power or authority to issue the maximum number of Ordinary Shares issuable pursuant to this Agreement.


 


(g) Capitalization.
The capitalization of the Company is as set forth in the Report, except as modified as stated in subsequent Filings. Other than
in accordance with the preceding sentence and issuances of Ordinary Shares at the Offering Price, the Company has not issued any
capital stock since the date of the Report in excess of 2% of the capital stock reported therein, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans or the issuance of Ordinary Shares to employees pursuant
to the Company’s employee stock purchase plans, if any. No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as
a result of the purchase and sale of the Securities, and except as disclosed or described in the Report and Filings and for stock
options and other equity grants to employees made under the Company’s existing stock plans, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any
Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to issue additional Ordinary Shares or Ordinary Share Equivalents. The issuance and sale of the Securities will not obligate
the Company to issue Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right
of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company issued have been duly authorized and are validly issued and fully paid,
have been issued in compliance with the laws of Australia and all of the outstanding Ordinary Shares. None of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities.
There are no shareholder agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.


 


(h) SEC Reports;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for such period
as the Company has been required by law or regulation to file such material) (the foregoing materials and any Filings subsequent
thereto, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as disclosed
in the Report and the Company’s Filings subsequent thereto, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and neither the Report and Filings subsequent thereto, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never
been an issuer subject to Rule 144(i) under the Securities Act. As a result of the Administration and effectiveness of the deed
of company arrangement effective as of January 27, 2015, certain businesses were discontinued or are excluded from ongoing operations
of the Company and the financial condition of the Company varies materially from that reflected in the audited financial statements
included in the Report.


 






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(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the Report, except as reflected in subsequent
Filings, (i) there has been no subsequent event, occurrence or development that has had or that could reasonably be expected to
result in a Material Adverse Effect other than operating losses incurred in the ordinary course of the Company’s business,
(ii) the Company has not incurred any material additional liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business or (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to IFRS or disclosed in filings made with the Commission (iii) the Company has not altered its method
of accounting, (iv) 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 and (vi) the Company has not
issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans or
subscriptions under agreements approved by the Company’s Board. The Company does not have pending before the Commission
any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement,
including the conditional issuance of additional Securities as noted in Section 3.1(g) hereof, no event, liability or development
that could reasonably be expected to result in a Material Adverse Effect has occurred or exists with respect to the Company or
its Subsidiaries or their respective business, properties, operations or financial condition that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least one Trading Day prior to the date that this representation is made.


 


(j) Litigation.
Other than with respect to past due unpaid trade claims incurred in the ordinary course, the Class Action Suit and an investigation
by ASIC that may be ongoing, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to
the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which was not disclosed in the Report or subsequent Filing and (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k) Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect, to the knowledge of the Company. Except
for Parmac Airconditioning and Mechanical Services Pty Ltd, none of the Company’s or its Subsidiaries’ employees is
a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. No executive officer of the Company or any Subsidiary, to the knowledge of
the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
in all material respects with all applicable laws and regulations relating to employment and employment practices, terms and conditions
of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 






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(l) Compliance.
Except as disclosed in the Report, neither the Company nor any Subsidiary: (i) is in violation of any judgment, decree or order
of any court, arbitrator or governmental body or (ii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business
and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


(m) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Report, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


(n) Title
to Assets. The Company and the Subsidiaries have good and marketable title to all real property owned by them and good and
marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in
each case free and clear of all Liens, except for Liens reflected in the Company’s Financial Statements or disclosed in the
Report or Filings made subsequent thereto and such Liens that do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, and Liens for the payment
of taxes, for which appropriate reserves have been made in accordance with IFRS, and the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o) Patents
and Trademarks. To its knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in
the Report and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). To the knowledge of the Company, neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any
Person. To the knowledge of the Company, all Intellectual Property Rights that it owns or has rights to are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have
taken reasonable security measures to protect the secrecy, confidentiality and value of their intellectual property that consist
of trade secrets, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(p) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(q) Transactions
With Affiliates and Employees. Except as set forth in the Report, none of the officers or directors of the Company or any Subsidiary
as of the date hereof and, to the knowledge of the Company, none of the employees of the Company, is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees, officers and directors) other than for (i) payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company and (iv) subscriptions hereunder.


 






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(r) Sarbanes-Oxley;
Internal Accounting Controls. As disclosed in the Report, the Company is not in compliance with the applicable provisions of
the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission thereunder that are effective with respect to the
Company and its Subsidiaries and the Company has material control deficiencies including, without limitation, material weaknesses
noted in the Report. Notwithstanding the foregoing, the Company covenants to maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or
specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 


(s) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made
by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(t) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(u) Registration
Rights. Except for the registration rights contemplated by Section 4.12 hereof and the rights of the holders of Preferred Shares,
other than rights which have expired or as to which the Company has previously filed effective registration statements, no Person
has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.


 


(v) Listing
and Maintenance Requirements. The Company’s ordinary shares were originally registered pursuant to Section 12(b) or 12(g)
of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Company’s ordinary shares under the Exchange Act nor has the Company received any notification
that the Commission is contemplating terminating such registration, it being understood that the Company expects was delinquent
in filing its FY 2014 and FY 2015 Annual Reports on Form 20-F and the failure to timely file its FY 2016 annual report could result
in the termination of the Company’s Ordinary Share registration or delisting or both. Purchaser acknowledges that there is
risk that the Company’s securities may not be permitted to trade in the future in a Trading Market. Notwithstanding the foregoing,
the Company covenants to make best efforts to maintain compliance with applicable listing and maintenance requirements.


 


(w) Takeover Protections.
The Company is subject only to the takeover constraints under Australian Law and subsequent thereto there have been no changes
in the Company’s governing documents, shareholder agreements or other factors known to the Company or its management that
would have a material adverse effect on the exercise of the rights of Purchasers under the Transaction Documents and with respect
to the applicable takeover constraints, including without limitation as a result of the Company’s issuance of the Securities
and the Purchasers’ ownership of the Securities.


 


(x) Disclosure.
All of the disclosure furnished, taken as a whole, by or on behalf of the Company to the Purchasers regarding the Company, its
business and the transactions contemplated hereby, including any Disclosure Schedules to this Agreement, is true and correct in
all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company
acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 






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(y) No Integrated
Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the
Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading
Market on which any of the securities of the Company are listed or designated.


 


(z) Solvency.
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the insolvency or reorganization laws of Australia within the applicable preference period. The Report describes the outstanding
secured and unsecured Indebtedness of the Company as of the dates reflected therein and the company’s requirement to raise
additional funding in order to maintain ongoing operations, which requirement has not been diminished as of the date hereof. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed
(other than trade payables and accruals incurred in the ordinary course of business in accordance with IFRS, (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments due
under leases required to be capitalized in accordance with IFRS.


 


 (aa) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and each Subsidiary has filed all required tax returns and has paid or accrued all taxes shown
as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company
or any Subsidiary, other than as disclosed in the Report or a Filing subsequent thereto.


 


(bb) Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of
the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation
of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(cc) Accountants.
The Company’s accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) to the
Company’s knowledge, shall express its opinion with respect to the financial statements to be included in the Company’s
Annual Report for the year ending June 30, 2015 and 2016.


 


(dd) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to
each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 






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(ee) Acknowledgement
Regarding Purchasers’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) past or future open market
or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions,
before or after the closing of this or future transactions, may negatively impact the market price of the Company’s publicly-traded
securities; (ii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser
is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iii) each Purchaser
shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities
at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce
the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging activities
are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of
the Transaction Documents.


 


(ff) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any
other securities of the Company, other than the Company’s underwriters in connection with the placement of the Securities
pursuant to the Registration Statement and in compliance with applicable regulations.


 


(gg) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(hh) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


3.2       Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof, the Initial Closing Date and as of each Draw Down Settlement Date to the Company as follows (unless as of a
specific date therein):


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and
to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Purchaser Registration Statement
or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder
in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on the date of
each Draw Down Notice, and on each date on which it converts any Preferred Shares, it will be either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered
as a broker-dealer under Section 15 of the Exchange Act.


 


(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed Short
Sales of the securities of the Company during the period commencing as of the time that such Purchaser first received a term
sheet (written or oral) setting forth the material terms of the transactions contemplated hereunder and ending immediately prior
to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement,
such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction).


 


(g) Need for
additional financing. Such Purchaser understands that it is likely that the Company will need to obtain additional financing
following consummation of this Agreement in order to fully execute its current business plan and objectives and to continue as
a going concern. Such financing could be in the form of a sale or sales of equity or debt or equipment lease financing or a combination
of the foregoing. Such financing could lead to material dilution to the Company’s then existing equity holders and could
provide for terms that restrict the operations of the Company. There can be no assurance that any additional financing following
the consummation of this Agreement will be available to the Company on commercially reasonable terms or at all. In the event the
Company is unable to obtain additional financing, it may not be able to fully execute its business plan and objectives and could
be forced to curtail some or all of its operations or to liquidate, resulting in a total loss of Purchaser’s investment in
the Securities.


 






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(h) Such Purchaser
understand and recognize that the purchase of the Securities is highly speculative and involves a high degree of risk and that
only investors who can afford the loss of their entire investment should consider investing in the Company. Such Purchaser has
reviewed the risk factors in the SEC Reports.


 


(i) The address
of such Purchaser furnished by him/her on the signature pages hereto is the undersigned’s principal residence if he/she is
an individual or its principal business address if it is a corporation or other entity.


 


(j) If such Purchaser
is not a United States person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to purchase the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Securities. Such Purchaser’s payment for, and its continued
beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


3.3 Other Understandings.
The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE IV.


 


OTHER AGREEMENTS OF THE PARTIES


 


4.1       Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Ordinary
Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other shareholders of the Company.


 


4.2       Furnishing
of Information. Until the time that no Purchaser owns Securities, the Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.3       Integration.
The Company shall not sell, offer for sale or solicit offers to buy any security (as defined in Section 2 of the Securities Act)
that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market
such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained
before the closing of such subsequent transaction.


 


4.4       Securities
Laws Disclosure; Publicity. The Company shall promptly file a Report on Form 6-K, disclosing the material terms of the transactions
contemplated hereby, and such other information as required by applicable regulation. In the event of a Draw Down at which the
investment amount (cumulated with any prior but not yet publicly announced Draw Downs) equals or exceeds $500,000, the Company
shall promptly issue a press release or file a Report on Form 6-K, disclosing the material terms of the proposed Draw Down (and
of any prior, undisclosed Draw Downs). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final
Transaction Documents (including signature pages thereto) with the Commission, (b) to the extent such disclosure is required by
law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure
permitted under this clause (b) or as required by applicable regulation to comply with Section 4.12 hereof.


 






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4.5       Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchasers.


  


4.6       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The
Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


  


4.7       Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted
against a Purchaser in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not
an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such
action is based upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser may have with any such shareholder or any violations by such Purchaser of state
or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense
thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right
to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized
by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between
the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable
fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this
Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall
not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made
by such Purchaser Party in this Agreement or in the other Transaction Documents.


 






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4.8       Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue
all of the Underlying Shares.


 


4.9       Listing
of Ordinary Shares. The Company hereby agrees to use all commercially reasonable efforts to maintain the listing of the Ordinary
Shares on the Trading Market on which it is currently listed or an alternative national securities market in the United States
of America. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other non-U.S. Trading
Market, it will then include in such application all of the Underlying Shares, and will take such other action as is necessary
to cause all of the Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company
will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and
will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading
Market.


  


4.10     Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 6-K as described
in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the Form 6-K as described in Section 4.4, such
Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the
Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the Form 6-K as described in Section 4.4, (ii) no Purchaser
shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable
securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the Form 6-K as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its
Subsidiaries after the issuance of the Form 6-K as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


  


4.11     Purchaser
Registration Statement. The Company shall file a registration statement to register the Underlying Shares (“Purchaser
Registration Statement”) as soon as practicable after the Initial Closing Date, (the “Filing Date”) and shall
take all reasonable steps to ensure that the Purchaser Registration Statement is declared effective by the Commission within 180
days following the Initial Closing Date (the “Registration Date”).


  


4.12     Conversion
and Exercise Procedures. Subject to restrictions on conversion under the Constitution of IHL, delivery to the Company in accordance
with procedures specified herein of a written notice of Conversion setting forth the number of Preferred Shares to be converted
and the date of such notice shall be the only requirement of a Purchaser to convert the Preferred Shares into ordinary shares of
the Company. The Conversion Price shall be $3.028 per Company ordinary share, subject to proportional adjustment for Company share
splits or share consolidations. No additional legal opinion, other information or instructions shall be required of any Purchaser
to convert their Preferred Shares. The Company shall honor conversions of the Preferred Shares and shall deliver Underlying Shares
in accordance with the instructions of such Purchaser and the terms, conditions and time periods set forth in the Transaction Documents
and provide all customary legal opinions, instructions or instruments necessary or advisable for the issuance to the Purchasers
of the Securities and resale by the Purchasers of the Underlying Shares. 


 






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ARTICLE V.


 


DRAW DOWNS





 


5.1       Draw
Down Terms.


  


(a)
Each Purchaser must inform the Company by delivering on or before July 1, 2016, a Draw Down
Notice, in the form of Exhibit B hereto (the “Draw Down Notice”), via facsimile or email transmission
in accordance with Section 7.3, as to the dollar amount of the Purchaser’s proposed Draw Down (the “Purchaser Draw
Down Amount”) such Purchaser wishes to exercise; provided, however, that any Draw Down must be for at least the Minimum
Dollar Amount.


  


(b) Each Draw Down
will be settled on or before the 3rd Trading Day after delivery of such Draw Down Notice, but no later than July 1, 2016 (“Draw
Down Settlement Date”). The number of Preferred Shares to be issued upon each settlement of a Draw Down shall equal
the Purchaser Draw Down Amount divided by the Stated Value.


  


5.2       Conditions
Precedent to the Obligation of the Company to sell Draw Down Preferred Shares. The obligation hereunder of the Company to proceed
to sell and issue Draw Down Preferred Shares in each Draw Down under this Agreement, if any, is subject to the satisfaction as
of such Draw Down Settlement Date of each of the conditions set forth below, which conditions are for the Company’s sole
benefit and may be waived by the Company in writing at any time in its sole discretion:


  


(a) Each
of the representations and warranties of each participating Purchaser contained herein shall be true and correct in all material
respects as of such Draw Down Closing Date as though made at that time (except for representations and warranties that speak as
of a particular date, which shall be true and correct in all material respects as of such dates).


  


(b) The
Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to such Draw Down Settlement
Date.


  


(c) On
each applicable Draw Down Notice Date, all of the Equity Conditions shall be satisfied.


  


(d) The
Purchaser Draw Down Amount for such Draw Down shall not be less than the Minimum Dollar Amount, and


 


(e) The
closing deliverables described in Section 5.3(b) shall have been delivered to the Company.


 


5.2       Conditions
Precedent to the Obligation of the Purchasers to purchase Draw Down Preferred Shares. The obligation hereunder of the Purchasers
to acquire and pay for Draw Down Preferred Shares is subject to the satisfaction as of each Draw Down Settlement Date, of each
of the conditions set forth below, which conditions are for the Purchasers’ sole benefit and may be waived by the Purchasers
in writing at any time in their sole discretion:


 






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(a) Each
of the representations and warranties of the Company shall be true and correct in all material respects as of such Draw Down Settlement
Date as though made at that time (except for representations and warranties that speak as of a particular date, which shall be
true and correct in all material respects as of such date).


 


(b) The
Company shall have performed, satisfied and complied in all material respects with all material covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Draw Down Settlement
Date.


 


(c) Trading
in the Ordinary Shares shall not have been suspended by the Commission or the Trading Market on the Draw Down Settlement Date.


 


(d) There
shall have been no Material Adverse Effect with respect to the Company.


 


(e) On
each applicable Draw Down Notice Date and Draw Down Settlement Date, all of the Equity Conditions shall be satisfied and none of
the events set forth in Section 2.3(b)(v) shall have occurred. 


 


5.3       Draw Down Closing Deliverables.


 


(a) On or prior
to the Draw Down Settlement Date, the Company shall deliver or cause to be delivered to each participating Purchaser documentary
evidence that the Preferred Shares purchased by such Purchaser have been duly recorded on IHL’s Preferred Share register
in the name of such Purchaser, it being understood that the number of Draw Down Preferred Shares ascribed to each such Purchaser
shall equal such Purchaser’s Purchaser Draw Down Amount divided by the Stated Value,; and


 


(b) On or prior
to the Draw Down Settlement Date, each participating Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s
Purchaser Draw Down Amount by wire transfer to the account as specified in writing by the Company.


 


ARTICLE VI. 


 


TERMINATION


 


6.1       Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Initial
Closing has not been consummated on or before July 1, 2016; provided, however, that no such termination will affect the right of
any party to sue for any breach by the other party (or parties).


 


ARTICLE VII.


 


MISCELLANEOUS


  


7.1       Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


7.2       Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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7.3       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or via email at the email address set forth on the signature pages attached hereto prior
to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via email at the email address set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages attached hereto and may be changed upon three days’ notice in accordance with
the terms of this Section 8.7.


 


7.4       Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Preferred Shares then outstanding
or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement 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 hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


  


7.5       Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


  


7.6       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


  


7.7       No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth
in Section 4.7.


  


7.8       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
4.7, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


  






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7.9       Survival.
The representations and warranties contained herein shall survive the Initial Closing and the delivery of the Securities.


  


7.10     Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


  


7.11     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


  


7.12     Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided,
however, that in the case of a rescission of a conversion of the Preferred Shares, the applicable Purchaser shall be required to
return any Ordinary Shares subject to any such rescinded conversion notice.


  


7.13     Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


  


7.14     Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


  






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7.15     Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


7.16     Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers.


  


7.17     Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


7.18     Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and
every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after
the date of this Agreement.


 


7.19    WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF, the parties hereto
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	 	BLUENRGY GROUP LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	IHL ACQUISITION CO. PTY LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  


REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS


 






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PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT WITH BLUENRGY GROUP LIMITED AND IHL ACQUISITION CO. PTY LTD.


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


Name of Purchaser: _____________________________________________________________________________


 


Signature of Authorized Signatory of Purchaser: ______________________________________________________


 


Name of Authorized Signatory: ____________________________________________


 


Title of Authorized Signatory: ____________________________________________________________________


 


Email Address of Authorized Signatory:_____________________________________________________________


 


Facsimile Number of Authorized Signatory: __________________________________________________________


 


Address for Notice of Purchaser:


 


___________________________________________________________________________________________


 


___________________________________________________________________________________________


 


___________________________________________________________________________________________


  


Address for Delivery of Securities for Purchaser (if not
same as address for notice):


 


___________________________________________________________________________________________


 


___________________________________________________________________________________________


 


___________________________________________________________________________________________


 


Initial Subscription Amount: __________________________


 


Number of IHL Convertible Preferred Shares: ____________


 


EIN Number: ___________________________


 


[SIGNATURE PAGES CONTINUE]


 






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Exhibit A


 


DESIGNATIONS,
RIGHTS AND PREFERENCES OF PREFERRED STOCK OF

IHL ACQUISITION CO. PTY LTD (“IHL”)


 


The
designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations
or restrictions thereof are set forth in the Constitution as follows:


 


1.
Preferred Stock. The shares of such series shall be designated “Series I Redeemable Preferred Stock” (the “Preferred
Stock”).


 


1.1Conversion
Rights. The holders of the Preferred Stock shall have no rights and obligations with respect to the conversion of Preferred
Stock into IHL ordinary shares, provided however, that pursuant to that certain subscription agreement dated as of June 29, 2016
between the Company, BlueNRGY Group Limited (“Company”) and the holders of Preferred Stock (“Subscription Agreement”),
Preferred Stock shall be convertible into Ordinary shares of the Company in accordance with the Subscription Agreement. Notwithstanding
the provisions of the Subscription Agreement, any holder of Preferred Shares shall be restricted from converting such shares into
Company ordinary shares if and to the extent that such conversion would result in any holder having more than 10% of the outstanding
Company ordinary shares following such conversion.


 


1.2Liquidation.


 


(a)
Generally. Upon any Liquidation (as defined below) of IHL, each holder of Preferred Stock shall be entitled to receive,
after payment of IHL’s secured and unsecured liabilities (except for debt instruments expressly subordinate to the Preferred
Stock), but before any payment shall be made to the holders of the IHL’s ordinary shares and any other class or series of
IHL capital stock not expressly senior to or pari passu with the Preferred Stock (the “Junior Stock”),
out of the assets of IHL available for distribution to its stockholders, with respect to the shares of Preferred Stock held by
such holder, an amount equal to the Preferred Stock Original Issue Price (as defined below). Such amount is herein referred to
as the “Liquidation Preference.” If, upon any Liquidation, IHL’s assets available (after payment of IHL’s
secured and unsecured liabilities except for debt instruments expressly subordinate to the Preferred Stock) to be distributed among
the holders of the Preferred Stock are insufficient to permit payment to such holders of the full amount to which they are entitled
hereunder, then the entire amount of such assets shall be distributed ratably among such holders based upon the number of shares
of the Preferred Stock held by each such holder. The “Preferred Stock Original Issue Price” shall mean $1,000
per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
with respect to the Preferred Stock.


 






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(b)Deemed Liquidations. The following
events shall be regarded as a “Liquidation” of the IHL:


 


(i) the liquidation, dissolution orwinding-up
of the corporation;


 


(ii)
a merger or consolidation in which (x) the corporation is a constituent party or (y) a subsidiary of the corporation is a constituent
party and the corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or
consolidation involving the corporation or a subsidiary in which the shares of capital stock of the corporation outstanding immediately
prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that
represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1)
the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another
corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation;
or


 


(iii)
the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by
the corporation or any subsidiary of the corporation of all or substantially all the assets of the corporation and its subsidiaries
taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the
corporation if substantially all of the assets of the corporation and its subsidiaries taken as a whole are held by such subsidiary
or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary
of the corporation;


 


 


provided that, notwithstanding
the foregoing, a transaction that otherwise constitutes a Liquidation pursuant to this definition shall not constitute a Liquidation
in the event that it is primarily intended to raise capital for the corporation as evidenced by the reasonable determination of
the Board of Directors, which determination shall be final and binding upon all persons.


 


(c)
Non-Cash Distributions. In the event of a Liquidation of IHL resulting in the availability of assets other than cash for
distribution to the holders of shares of capital stock of IHL, the holders of Preferred Stock shall be entitled to a distribution
of such assets equal in value to the relative liquidation preference and other distribution rights stated in this Section 1.2.
In the event that such distribution to the holders of shares of Preferred Stock shall include any assets other than cash or readily
marketable securities, the Board of Directors shall first determine in good faith the value of such assets for such purpose (which
determination shall be final and binding upon all persons), and shall notify all holders of shares of Preferred Stock of such determination.
The value of such assets for purposes of the distribution under this Section 1.2(c) shall be the value as so determined by the
Board of Directors.


 


1.3Voting Rights. Except as otherwise
required by law, the shares of Preferred Stock shall not entitle the holder thereof to any voting rights.


 


1.4Dividends.
No payment of dividends or distributions shall accrue or be required to be made to the holders of shares of Preferred Stock. Subject
to any limitation as otherwise provided by this certificate of incorporation or in the resolution or resolutions providing for
the issue of shares of Preferred Stock, the holders of shares of Preferred Stock shall be entitled to receive such dividends and
distributions as may be declared upon such shares of Preferred Stock from time to time by a resolution or resolutions adopted by
the Board of Directors.


 






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1.5Redemption.


 


(a)
Redemption. Subject to restrictions under applicable law, at any time and from time to time on or after the Date of Issuance,
if the holder of Preferred Shares is not restricted from converting such holder’s Preferred Shares pursuant to Section 1.1
herof, IHL shall have the right to redeem all or any portion of the then outstanding shares of Preferred Stock (a “Redemption”)
for a price per share equal to the Original Issue Price for such share (the “Redemption Price”). Any such Series
A Redemption shall occur not more than thirty (30) days following receipt by the holders of a written notice from IHL, stating
the aggregate number of shares to be redeemed. In the case of an election to redeem less than all of the shares of the Preferred
Stock, the Corporation shall redeem from all of the holders of the Preferred on a pro rata basis. In exchange for the surrender
to the Corporation by the respective holders of shares of Preferred Stock of their certificate or certificates representing such
shares in accordance with Section 1.5(b)(iii) below, the aggregate Redemption Price for all shares held by each holder of shares
shall be payable in cash in immediately available funds to the respective holders of the Preferred Stock on the applicable Redemption
Date.


 


(b)
Redemption Notice. Upon a redemption by IHL, IHL shall send written notice (the “Redemption Notice”)
of its intention to redeem the Preferred Stock to each holder of record of Preferred Stock. Each Redemption Notice shall state:


 


(i)
the number of shares of Preferred Stock held by the holder that IHL shall redeem on the Redemption Date specified in the Redemption
Notice;


 


(ii)
the date of the closing of the redemption, which pursuant to Section 1.5 shall be no later than thirty (30) days following receipt
by the holders of the Redemption Notice (the applicable date, the “Redemption Date”) and the Redemption Price;
and


 


(iii)
the manner and place designated for surrender by the holder to IHL of his, her or its certificate or certificates representing
the shares of Preferred Stock to be redeemed.


 


(c)
Rights Subsequent to Redemption. If on the applicable Redemption Date, the Redemption Price is paid (or tendered for payment)
for any of the shares to be redeemed on such Redemption Date, then on such date all rights of the holder in the shares so redeemed
and paid or tendered shall cease, and such shares shall no longer be deemed issued and outstanding.


 






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Exhibit B


 


DRAW DOWN NOTICE / COMPLIANCE CERTIFICATE


 


The undersigned hereby certifies, with
respect to Draker Acquisition Holdings Convertible Preferred Shares, no par value, of BLUENRGY Group Limited, an Australian corporation
(the “Company”), issuable in connection with this Draw Down Notice and Compliance Certificate dated _______,
2015 (the “Notice”), delivered pursuant to the Securities Purchase Agreement dated as of ________, 2015 (the
“Agreement”), as follows:


 


1. The undersigned is the duly appointed
_________ of __________ (“Purchaser”).


 


2. The representations and warranties
of Purchaser set forth in the Agreement are true and correct in all material respects as though made on and as of the date hereof,
except for representations and warranties which are expressly made as of a particular date.


 


3. Purchaser has performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required under the Agreement to be performed,
satisfied or complied with by Purchaser at or prior to the date of this Draw Down Notice.


 


4. The Purchaser Investment Amount is
$___________.


 


5. The number of Draw Down Preferred Shares is ___________.


 


6. The Draw Down Settlement Date is _________________.


 


The undersigned has executed this Certificate this ____ day
of ________, 2015.


 


	PURCHASER	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 







 


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