Facsimile

$\pm$ 1 $\pm$ 1 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 Maddocks

$1/$ $91$

Lawyers
Level 21, Angel Place
123 Pitt Street
Sydney New South Wales 2000 Australia GPO Box 1692

Sydney New South Wales 2001

Telephone 61 2 8223 4100 Facsimile 61 2 9221 0872

DX 10284 Sydney Stock Exchange

From KXL	Date 25/09/2013
Direct 61 3 9258 3012	No of pages incl. this page
To The Manager	Organisation Australian Securities Exchange Company Announcements Office	Facsimile 1300 135 638

The information in this facsimile is privileged and confidential, intended only for use of the individual or entity named above. If you are not the intended recipient, any dissemination, copying or use of the information is strictly prohibited. If you have received this transmission by error please telephone us immediately on 61 2 8223 4100. Please advise this office immediately if all pages are not received.

Our Ref KXL:6067112

Dear Sir or Madam

South East Asia Resources Limited ACN 009 144 503 (ASX: SXI)

We attach ASIC Form 603 (Notice of Initial Substantial Holding) in respect of the above company.

Yours faithfully

Martinle

Maddocks

25-09-13:15:40	;Maddocks Lawyers
----------------	-------------------	--

;61 3 9288 0666

$91$ $2/$

		603
	Form 603 Corporations Act 2001 Section 671B
	Notice of initial substantial holder
To Company Name/Scheme	South East Asia Resources Limited
ACN/ARSN	009 144 503
1. Details of substantial holder (1)
Name	PA Broad Opportunity IV Limited, Pacific Alliance Asia Opportunity Fund L.P. and Pacific Alliance Group Asset Management Limited
ACN/ARSN (if applicable)	Not applicable
The holder became a substantial holder on	18/09/2013
2. Details of voting power
	The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares (fully paid)	15,000,000	15,000,000	6.29%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
PA Broad Opportunity IV Limited	Direct by virtue of section 608(1) of the Corporations Act 2001	15,000,000 ordinary shares
Pacific Alliance Asia Opportunity Fund L.P.	Indirect by virtue of section 608(3) of the Corporations Act 2001	15,000,000 ordinary shares
Pacific Alliance Group Asset Management Limited (in its capacity as general partner of the Pacific Alliance Asia Opportunity Fund L.P.	Indirect by virtue of section 608(3) of the Corporations Act 2001	15,000,000 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be -registered-as-holder-(8)-	Class and number of -securities-
PA Broad Opportunity IV	PA Broad Opportunity IV	PA Broad Opportunity IV	15,000,000 ordinary
Limited	∟imited`	Limited	shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial
holder became a substantial holder is as follows:

$\bar{z}$

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of
		Cash	Non-cash	securities

PA Broad Opportunity IV Limited	18/09/2013	Satisfaction of the fee payable under a Bond Subscription Agreement dated 18 September 2013. Refer to Annexure A.	15,000,000 ordinary shares
------------------------------------	------------	-------------------------------------------------------------------------------------------------------------------------------	-------------------------------

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Pacific Alliance Asia Opportunity Fund L.P. PA Broad Opportunity IV Limited Pacific Alliance Group Asset Management Limited	ALC UNIT PA Broad Opportunity IV Limited is wholly owned by Pacific Alliance Asia Opportunity Fund L.P., Pacific Alliance Group Asset Management Limited is the general partner of Pacific Alliance Asia Opportunity Fund L.P.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
PA Broad Opportunity IV Limited	Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands
. Pacific Alliance Asia Opportunity Fund L.P.	P.O. Box 472, 2 ^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106
Pacific Alliance Group Asset Management Limited	P.O. Box 472, 2 ^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106

PA Broad Opportunity IV Limited print name

$\ddot{\phantom{0}}$


(1)		If there are number of substantial holders with similar or related interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group in the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2)		See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)		See the definition of "relevant interest" in sections 608 and 617B(7) of the Corporations Act 2001.
$\langle 4 \rangle$		The voting shares of a company constitute one class unless divided into separate classes.
(5)		The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6)		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)	Include details of: (a)	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
	(b)	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
		See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)	"unknown".	If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write
(9)		Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit pald on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

;61 3 9288 0666

$\hat{\boldsymbol{\beta}}$

$#$

$\bar{z}$

$4 / 91$

$\ddot{\phantom{a}}$

$\mathbb{C}$

$\bar{z}$

$\sim$

	Annexure A
	This is Annexure A of 86 pages (including this page) referred to in Form 603 given by, among others, PA Broad Opportunity IV Limited. I certify that this is a true of the properties discription Agreement dated 18 Septembe
Signed: Name:	Date: 18/09/2013 ******** Authorized Nummer 1 Jon Robert Lewis aastarinistoomaanin
	Director of PAX Secretaries Limited, Sole Director of PA Broad Opportunity IV Limited
Position:	.



















[6067112: 11670679_1]

;61 3 9288 0666

$\ddot{\phantom{1}}$

$6/91$ #

$\begin{minipage}{.4\linewidth} \begin{tabular}{l} \hline \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \$ Maddocks

Lawyers
140 William Street
Melbourne Victoria 3000 Australia Telephone 61 3 9288 0555
Facsimile 61 3 9288 0666 [email protected]
www.maddocks.com.au DX 259 Melbourne

Date 18 / 09 / 2013

Bond Subscription Agreement

South East Asia Resources Limited ABN 66 009 144 503 and

PA Broad Opportunity IV Limited

$25 - 09 - 13$ ; 15:40 ;Maddocks Lawyers

;61 3 9288 0666

$#$ $7/91$

$\bar{z}$

$\mathbf{1}$		Definitions
2.		Subscription for the Initial Bonds
	2.1	Issue and subscription
	2.2	Conditions precedent to subscription for the Initial Bonds
	2.3	Satisfaction of conditions precedent
	2.4	Waiver
	2.5	Failure to satisfy the conditions precedent

3.		Subscription of the Subsequent Bonds
	3.1	Issue and subscription
	3.2	Obligation to subscribe for Bonds
	3.3	Conditions precedent to subscription of Subsequent Bonds
	3,4	Satisfaction of conditions precedent
	3.5 ₁	Waiver
	3.6	Failure to fulfil the conditions precedent
$\boldsymbol{4}$ .		Undertakings by the Issuer
	4.1	Implementation
	4.2	Covenants
	4.3	Obligations to Subscriber
5.		Completion
		Location
	5.1 5.2
	5.3	Documents for the Subscriber
	5.4	Payment
	5.5	Termination by the Subscriber Termination by the issuer
6.
		Warranties and Representations
	$6.1 -$	Representations and Warranties of the Issuer
	6.2	Representations and Warranties of the Subscriber
	6.3	Reliance
	6.4	Continuing Warranty
	6.5	No breach
	6.6	Right of termination
	6.7	Rights not extinguished
	6.8	Rights not extinguished by Completion
	6.9	Repetition of Warranties on conversion
7.		Indemnity
	7.1	General Indemnity
8.		Termination
	8.1	Termination due to delay in Initial Completion
	8.2	Termination for Event of Default
	8.3	Termination due to rejection without acceptable reason
	8.4	Termination for breach or material change
	8.5	Termination after Final Long-Stop Date
	8.6	Termination after period of inactivity
	8.7	Termination after exercise of Put Option
	8.8	Consequences of termination
9.		Exclusivity
	9,1	No solicitation

$#$ $\mathbf{8}$ / $91$

$\begin{array}{c} \hbox{111111111111111111111111111111111111$ $\bf Maddocks$

	9.2	Notification of approaches
	93	Warranty and representation
10.	Confidentiality
	10.1 10.2 ₁	Confidentiality obligations Exceptions
11.		Public Announcement
12.		Costs, Expenses and Fees
	12.1 12.2 12.3 12.4	Fee Documentation costs Taxes and duties …… GST
13.		Notices ………………………………………………………………………………………………
	13.1 13.2	Addresses Deemed delivery………………………………………………………………………………………………
.14.		General
	14.1 14.2 14.3 14.4 14.5 14.6 14.7 14.2 14.3	Entire agreement Amendments Remedies Counterparts Severance Time of essence Assignment Governing law and jurisdiction Appointment of process agent
Schedule 1		Terms and Conditions of the Bonds
Schedule 2		Form of Certificate
Schedule 3		Notice of Request by Subscriber
Schedule 4		Notice of Request by Issuer
Schedule 5		Shareholders Undertaking
Schedule 6		Certificate
Schedule 7		Covenants
Schedule 8		Representations and Warranties
Schedule 9		Representations and Warranties

$\mathcal{A}$

;61 3 9288 0666

$91$

Background

A. The Issuer is a company incorporated in Australia and, as at the date of this agreement, has an issued and paid-up share capital of \$27,534,309, consisting of 222,202,277 fully-paid ordinary shares (Ordinary Shares), 10,000,000 Class A performance shares and 110,000,000 Class B performance shares. The Issuer is admitted to the official list of ASX Limited (ASX) and the Ordinary Shares are officially quoted by ASX.
B. The Issuer proposes to issue up to A\$10,000,000 in aggregate principal amount of redeemable 6% coupon convertible bonds to the Subscriber or its respective Affiliates (as defined below) (Bonds). The Bonds will be issued in twenty (20) separate successive tranches, each tranche having an aggregate principal amount of A\$500,000. The Bonds will be in registered form in the denomination of A\$10,000 each. The Bonds will be convertible at the option of the holder into fully paid Ordinary Shares at the then prevailing Conversion Price (as defined in Schedule 1).
C. The Subscriber has agreed to subscribe for, or procure subscriptions by its Affiliates for, the initial tranche of Bonds in an aggregate principal amount of A\$500,000 (Initial Tranche) on the terms of this agreement and subject to the Terms and Conditions (as defined below). Subscriptions for, and the issue of, subsequent tranches of Bond shall be effected at such time as the Parties (as defined below) may agree.
Ď. The Issuer will, in accordance with the terms of this agreement, make or cause to be made an application for the New Ordinary Shares (as defined below) to be quoted by ASX.

R A BI BATHLIE ET RECEILLIGE OBEREGEN LEI IL LEGE TRITIPE O TIET. Maddocks

;61 3 9288 0666

$91$

The Parties Agree

25-09-13;15:40

Definitions 1.

;Maddocks Lawyers

In this agreement, unless the context otherwise requires, the following expressions bear the following meanings:

Affiliate means, with respect to any entity or person, all entities which are controlling, controlled by or under common control with such entity or person (including any investment vehicle of such entity or person).

Application Form has the meaning given in Condition 5.2.1 of Schedule 1.

ASIC means the Australian Securities and Investments Commission.

ASX has the meaning given in recital A.

Australian Dollars or A\$ means the lawful currency of Australia.

Bond Certificate(s) means the certificate(s) evidencing ownership of the Bonds which are to be issued to Bondholders pursuant to Condition 2 of Schedule 1, in substantially the form set out in Schedule 2.

Bondholder and holder means, in relation to any Bond, the person whose name is registered on the register of bondholders as holder of such Bond.

Business Day means a day (excluding Saturday, Sunday and public holidays) on which commercial banks are open for business in Hong Kong and Perth.

Business means the business of the Group Companies as carried on from time to time.

Circular means the notice to be issued to the shareholders of the Issuer to convene the EGM.

Claim means any claim, demand, action or liability, however arising and whether present, immediate, future or contingent.

Class Order means ASIC Class Order [CO 10/322] issued on 11 May 2010.

Cleansing Notice means a notice given under paragraph 12(C)(e) of section 708A of the Corporations Act (as modified by the Class Order).

closing price for the Ordinary Shares for any Trading Day shall be the closing market price quoted by ASX for that Trading Day.

Competing Proposal means any initial, further or continuing approach, expression of interest, offer or proposal to or by or on behalf of any person other than the Subscriber involving a transaction which involves the issuance of bonds, debentures or other debt securities with features substantially similar to the Bonds to be issued under this agreement.

Completion Date means each and any of the Initial Completion Date and the Subsequent Completion Dates, as applicable.

Completion means each and any of the Initial Completion and the Subsequent Completions as applicable.

T 1 ^: 1000 E 1 | FENITH REGENERING IN \$ LETTER 1 | 1 Maddocks

$91$

3 9288 0666

$;61$

control means, including the terms controlling, controlled by and under common control with, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Conversion means the conversion of the Bonds held by the Bondholders into New Ordinary Shares in accordance with the terms of this agreement and subject to the Terms and Conditions.

Convertible Securities means any share, option, right or warrant or other security convertible or exercisable into, exchangeable for or redeemable with any shares in or assets of the Issuer or any of its Subsidiaries, as the case may be, but does not include Permitted Securities.

Conversion Notice has the meaning given in Condition 5.2.1 of Schedule 1.

Corporations Act means the Corporations Act 2001 (Cth).

; Maddocks Lawyer

13;15:40

Current Market Price has the meaning given in Condition 5.4.4 of Schedule 1.

Directors means the directors for the time being of the Issuer and Director means any of them.

Disclosure Letter means each and any of the Initial Disclosure Letter and the Subsequent Disclosure Letters, as applicable.

Disclosure Document means a prospectus or short-form prospectus that complies with Chapter 6D of the Corporations Act and all other applicable laws and regulations to be issued by the Issuer from time to time in accordance with clauses 4.1.8 to 4.1.10 and includes any supplementary or replacement disclosure document lodged by the Issuer in accordance with section 719 of the Corporations Act.

EGM means the extraordinary or annual general meeting of the shareholders of the Issuer to be convened for the purpose of seeking the Shareholders' Approval and any adjournment thereof.

Encumbrance means and includes any interest or equity of any person (including, without limitation, any right to acquire, option or right of pre-emption) or any mortgage, pledge, lien (including, without limitation, any unpaid vendor's lien or similar lien), option, charge (whether fixed or floating), assignment, hypothecation, title retention or conditional sale agreement, lease, hire or hire purchase agreement, restriction as to transfer, use or possession, easement, subordination to any right of any other person, or other agreement or arrangement which has the same or a similar effect to the granting of security, encumbrance or a security interest over or in the relevant property.

Event of Default has the meaning given in clause 8.2.

Exclusivity Period means the period commencing on the date of this agreement and ending on the earlier of (i) the Final Long-Stop Date and (ii) the date of conversion or redemption (as the case may be) of the last outstanding Bond issued under the Final Tranche.

Fee Shares has the meaning given in clause 12.1.

Final Long-Stop Date means the date falling five (5) years after the Initial Completion Date or any other date agreed in writing by the Parties.

Final Tranche means the last Tranche, as a result of which an aggregate principal amount of A\$10,000,000 of Bonds will have been subscribed pursuant to this agreement.

; 61 3 9288

THE THUNKIN DIRECTOR OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET Maddocks

0666

$91$

Government Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in Australia or any other jurisdiction.

Group or Group Companies means the Issuer and its Subsidiaries and associated companies (whether now or hereinafter incorporated or acquired), and Group Company shall mean any of them.

Immediately Available Funds means cash or telegraphic or other electronic means of transfer of cleared funds into a bank account nominated in writing by the recipient.

Initial Bonds means the Bonds of A\$500,000 aggregate principal amount, to be issued as the Initial Tranche.

Initial Completion Date means the date for the completion of the issue of the Initial Bonds, which shall be five (5) Business Davs after the satisfaction or waiver of the conditions precedent set out in clause 2.2, or such other date as may be agreed in writing by the Parties.

Initial Completion means the completion of the issue by the Issuer of, and the subscription by the Subscriber for, the Initial Bonds, on the terms of this agreement and subject to the Terms and Conditions.

Initial Disclosure Letter means the letter to be dated on or before the date of this agreement and executed and delivered by the Issuer to the Subscriber, disclosing various matters relating to the Warranties and undertakings contained in this agreement.

Initial Long-Stop Date means 30 September 2013 or any other date agreed in writing by the Parties.

Initial Tranche has the meaning given in recital C.

Listing Rules means the Listing Rules of ASX, including and subject to any waiver of the Listing Rules granted to the Issuer by ASX.

Material Adverse Change means any circumstance, development or event that has or is likely to have a Material Adverse Effect.

Material Adverse Effect means a material adverse effect on the assets, business, financial condition, liabilities, prospects or results of operations of the Group that could reasonably result in or could reasonably be expected to result in the inability of the Issuer to redeem any outstanding Bonds.

Maturity Date means, in respect of any Bond, the date falling five (5) years after the date of issue of such Bond.

New Ordinary Shares means such number of Ordinary Shares to be issued by the Issuer to the Bondholders upon the conversion of the Bonds on the terms of this agreement and subject to the Terms and Conditions, such New Ordinary Shares to rank pari passu in all respects with all other existing Ordinary Shares.

Notice of Request means the notice to be issued by the Subscriber setting out its request to subscribe for a Subsequent Tranche of Subsequent Bonds, in substantially the form set out in Schedule 3, or the notice to be issued by the Issuer setting out its request for the Subscriber to subscribe for a Subsequent Tranche of Subsequent Bonds, in substantially the form set out in Schedule 4.

Parties means collectively, the Issuer and the Subscriber, and Party means each or any of them.

$25 - 09 - 13$ ; 15:40

; Maddocks Lawyers

H I TEALUM I LEADHINN AN DAOINEACH AN DAOINEACH AN DAOINEACH A Maddocks

$91$

3 9288 0666

$;61$

Permitted Options means options to subscribe for unissued Ordinary Shares for a fixed price that do not involve any element of debt.

Permitted Securities means:

Ordinary Shares: $(a)$

; Maddocks Lawyers

$-09 - 13;$

$15:40$

Permitted Options; or $(b)$
rights to acquire Ordinary Shares. $(c)$

Quotation Application means the application by the Issuer for Quotation Approval.

Quotation Approval means the official quotation by ASX of:

$(a)$ the Fee Shares: and
$(b)$ the New Ordinary Shares issued upon conversion of any of the Bonds pursuant to the Terms and Conditions.

Security has the meaning given by section 92(2) of the Corporations Act.

Shareholders' Approval means the approval of the shareholders of the Issuer for the issue of, subject to ASX granting the Issuer a waiver of Listing Rule 7.3.2 to conditionally allow the issue of Subsequent Bonds within 15 months after the date of the EGM, Subsequent Bonds, for the purposes of Listing Rule 7.1 (including any further Bonds pursuant to any adjustment in accordance with the Terms and Conditions).

Shareholders' Undertakings means undertakings from shareholders of the Issuer who hold in aggregate not less than 25% of the issued share capital of the Issuer substantially in the form contained in Schedule 5.

Subscription Price means, in respect of the Initial Bonds or any Subsequent Tranche of Subsequent Bonds, the sum of A\$500,000, being the aggregate consideration payable by the Subscriber on the applicable Completion Date for the subscription of the relevant Bonds.

Subsequent Bonds means, in relation to any Subsequent Tranche, the Bonds of an aggregate principal amount of A\$500,000 to be issued under that Subsequent Tranche.

Subsequent Completion Date means, in relation to any Subsequent Tranche, the date for the completion of the issue of the Subsequent Bonds the subject of that Subsequent Tranche, which shall be on a date as soon as reasonably practicable after, as agreed by the Parties, but not later than ten (10) Business Days after, the date of the Notice of Request, or such other date as may be agreed in writing by the Parties.

Subsequent Completion means, in relation to any Subsequent Tranche, the completion of the issue by the Issuer of, and the subscription by the Subscriber for, the Subsequent Bonds the subject of that Subsequent Tranche, on the terms of this agreement and subject to the Terms and Conditions.

Subsequent Disclosure Letter means, in relation to a Subsequent Tranche, the letter to be executed and delivered by the Issuer to the Subscriber, disclosing various matters relating to the Warranties and undertakings contained in this agreement.

Subsequent Tranche has the meaning given in clause 3.1.

Subsidiary, in respect of any person, means any entity controlled directly or indirectly by such person, such control being evidenced by (i) the ownership of more than 50% of the

$91$

3 9288 0666

ordinary shares of such entity; or (ii) the ability to control the composition of the majority of the board of directors of such entity, or (iii) the ability to exercise or control the exercise of more than 50% of the voting rights of such entity.

Taxes or Taxation means all forms of taxation, past, present and future (including, without limitation, capital gains tax, income tax, business tax, value added tax, land value added tax, consumption tax, land use fees, building tax, stamp duty, deeds tax, customs and other import or export duties) and all other statutory, governmental or state impositions, duties and levies and all penalties, charges, costs and interest relating to any claim for such taxes.

Terms and Conditions means the terms and conditions of the Bonds set out in Schedule 1, as the same may from time to time be amended, supplemented or modified in accordance with the provisions of this agreement and any reference to a specific Condition shall be construed accordingly.

Trading Day means a Trading Day (as defined in the Listing Rules), provided that, if no closing price is reported in respect of the Ordinary Shares by ASX or ASX suspends or halts trading in Ordinary Shares for one (1) or more consecutive Trading Days, such day or days will be disregarded in any relevant calculation and shall be deemed not to have existed when ascertaining any period of Trading Days.

Tranche means each and any of the Initial Tranche and the Subsequent Tranches, each having any aggregate principal amount of A\$500,000 or such other amount as the Parties may agree.

Transaction Documents means this agreement and the Bonds.

Warranties means, as the context requires:

the representations and warranties made by the Issuer under this agreement; and $(a)$
$(b)$ the representations and warranties made by the Subscriber under this agreement,

(including, without limitation, those set out in clauses 6, 9.1, 9.2 and 9.3 and Schedule 8 and Schedule 9 of this agreement).

$2.$ Subscription for the Initial Bonds

; Maddocks Lawyer

$\circ$

13;15:40

$2.1$ Issue and subscription

The Issuer agrees to issue the Initial Bonds to the Subscriber or its Affiliates, as may be notified by the Subscriber, and the Subscriber agrees to subscribe for, or procure subscriptions by its Affiliates for, the Initial Bonds, in accordance with the terms of this agreement and subject to the Terms and Conditions.

$2.2$ Conditions precedent to subscription for the Initial Bonds

The obligations of the Subscriber to subscribe for, or procure subscriptions for, the Initial Bonds shall be conditional upon the following conditions having been satisfied or (at the Subscriber's absolute discretion) waived, if permitted under clause 2.4, as the case may be. on or before the Initial Long-Stop Date:

$2.2.1$ Class Order: subject to clause 2.2.2, the Issuer having complied with the Class Order at the time of the issue of the Initial Bonds. The Issuer must have lodged with ASX a Cleansing Statement or other document required under the Class Order or otherwise required under the Corporations Act, and must have obtained all necessary regulatory consents, approvals or waivers to allow the Subscriber to

T I : KATORI I DATUMENTE NORDALI TUEN B LONIN I TULL Maddocks

0666

$91$

$\mathbf{B}$

9288

; 61

immediately sell such number of Ordinary Shares (as it shall decide) that are issued to the Subscriber pursuant to the exercise by the Bondholder of any right(s) of conversion:

$2.2.2$ Disclosure Document: if the Issuer cannot rely on the Class Order, a Disclosure Document having been issued by the issuer and lodged with ASIC and remaining valid and subsisting as at the Initial Completion Date;
$2.2.3$ Minimum Closing Price: the closing price of the Ordinary Shares on the Trading Day immediately preceding the Initial Completion Date being equal to or above A\$0.015;
Minimum Average Price: the daily volume weighted average price of the $2.2.4$ Ordinary Shares during the ten (10) consecutive Trading Days immediately preceding the Initial Completion Date being equal to or above A\$0.015;
$2.2.5$ Shareholders' Undertaking: the execution and delivery to the Subscriber of the Shareholders' Undertakings on or prior to the Initial Completion Date, the Shareholders' Undertakings remaining in full force and effect as at the Initial Completion Date and there having been no breach of any of the Shareholders' Undertakings at any time:
$2.2.6$ No Injunctions: no injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the issue of the Initial Bonds being in effect as at the Initial Completion Date;
$2.2.7$ No breach by Issuer: up to and as at the Initial Completion Date (1) all the Warranties of the Issuer being true and correct in each case at, and as if made on, the Initial Completion Date, (2) the Issuer having performed all of its undertakings or obligations under this agreement to be performed on or before the Initial Completion Date, and (3) there shall have been delivered to the Subscriber a certificate substantially in the form set out in Schedule 6, dated as of the Initial Completion Date, of a duly authorised officer of the Issuer;
$2.2.8$ No Material Adverse Change: no Material Adverse Change having occurred between the date of this agreement and the Initial Completion Date:
$2.2.9$ Disclosure Letter: the form and content of the Initial Disclosure Letter being satisfactory in form and substance to the Subscriber;
2.2.10 No market disruption: no event or series of events resulting in or representing a change, or prospective change, in the local, national, regional or international financial, political, military, industrial, economic, fiscal or market conditions (including conditions in stock and bond markets, money and foreign exchange markets and inter-bank markets) in or affecting Australia:
$2.2.11$ No trading halt, suspension or de-listing: there has been no halt or suspension of trading in the Ordinary Shares on ASX for a period exceeding two (2) consecutive Trading Days at any time during the period of (3) months preceding the Initial Completion Date, and ASX has not ended quotation of the Ordinary Shares or removed the Issuer from the official list of ASX:
$2.2.12$ No change in legislation: no new law or regulation or any change or prospective change in the existing law or regulation (including in respect of any laws or regulations relating to Taxation or exchange controls), or any change in the interpretation of application thereof by any court or other competent authority in or affecting Australia which may affect the Transaction Documents or the transactions contemplated under them; and

$25 - 09 - 13$ ; 15:40

; Maddocks Lawyers

T I ! THINK IT BENING HEREINING IN DIN T T I I Maddocks

9288 0666

$91$

$;61$ 3

2.2.13 Due diligence: the Subscriber being satisfied with the outcome of its due diligence on the Issuer.

2.3 Satisfaction of conditions precedent

; Maddocks Lawyers

The Issuer must use its reasonable endeavours and take all necessary steps to satisfy the conditions precedent set out in clause 2.2 as soon as reasonably practicable. The Issuer shall immediately notify the Subscriber in writing and provide evidence of the satisfaction of such conditions as the Subscriber may reasonably require.

$2.4$ Waiver

$25 - 09 - 13$ ; 15:40

The Subscriber (and not the Issuer) has the benefit of the conditions precedent set out in clause 2.2. The Subscriber may, in its absolute discretion, waive any breach or nonfulfilment of any such conditions precedent (other than the conditions set out in clauses 2.2.1, 2.2.1, 2.2.2, 2.2.3 and 2.2.4) for the purposes of the Initial Completion and any condition precedent so waived shall be deemed to have been satisfied for the purposes of the Initial Completion.

Failure to satisfy the conditions precedent 2.5

If any of the conditions precedent set out in clause 2.2 is not satisfied or is not waived by the Subscriber on or before the Initial Long-Stop Date, the Subscriber shall have the right to terminate this agreement.

$3.$ Subscription of the Subsequent Bonds

$3.1$ Issue and subscription

The Subscriber may (but shall not be obliged to), by written notice to the Issuer (substantially in the form set out in Schedule 3), and the Issuer may (but shall not be obliged to) by written request (substantially in the form set out in Schedule 4) to the Subscriber, request a subscription of a Tranche following issue and conversion of the Initial Tranche (a Subsequent Tranche), on the terms of this agreement and subject to the Terms and Conditions, provided that:

$3.1.1$ in the case of a request for the issue of Subsequent Bonds made by the Issuer, the request must be accompanied by a Subsequent Disclosure Letter;
$3.1.2$ in the case of a request made by the Subscriber, the Issuer may provide a Subsequent Disclosure Letter within five (5) Business Days of the request;
$3.1.3$ (unless mutually agreed to by the Parties) the request can only be made in respect of a single Tranche of Bonds at any time;
$3.1.4$ the request may not be made unless the closing price of the Ordinary Shares on the Trading Day immediately preceding the date of the request in respect of such Subsequent Tranche is equal to or above A\$0.015;
$3.1.5$ the request may not be made unless the daily volume weighted average price of the Ordinary Shares during the ten (10) consecutive Trading Days immediately preceding the date of the request in respect of such Subsequent Tranche is equal to or above A\$0.015:
$3.1.6$ no request may be made by the Subscriber or the Issuer (as the case may be) after the Final Long-Stop Date;

1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 Maddocks

9288 0666

$91$

; 61 $_{\rm 3}$

$3.1.7$ (in the case of a request for subscription of Subsequent Bonds made by the Issuer) if the Subscriber wishes to decline the Issuer's request for subscription, such rejection must be communicated to the Issuer in writing within seven (7) Business Days after the date of receipt of such request by the Issuer;

$3.1.8$ (in the case of a request for the issue of Subsequent Bonds made by the Subscriber) subject to clause 3.2.2, if the Issuer wishes to decline the Subscriber's request for subscription, such rejection must be communicated to the Subscriber as soon as reasonably practicable but within ten (10) Business Days after the date of the Notice of Request, failing which the Issuer shall be deemed to have accepted the Subscriber's request:

$3.1.9$ unless otherwise agreed by the Parties, the issue of such Subsequent Bonds to the Subscriber shall not occur unless and until the Bonds issued pursuant to the immediately preceding Tranche have been fully converted or redeemed:

$3.1.10$ the request may not be made if the issue of such Subsequent Bonds would be prohibited by section 606(1) of the Corporations Act;
$3.1.11$ the issue of the Subsequent Bonds shall not occur unless a waiver of Listing Rule 7.1 or shareholder approval for the purposes of Listing Rule 7.1 is obtained with respect to such issue:
$3.1.12$ the request may not be made if the total aggregate principal amount of Bonds previously issued under this agreement is equal to or greater than \$10,000,000.

$3.2$ Obligation to subscribe for Bonds

$3.2.1$ For the avoidance of doubt, nothing in clause 3 shall oblige the Subscriber to subscribe for any Subsequent Bonds unless the Subscriber has made a request for such subscription in accordance with clause 3.1, or has accepted a request for such subscription made by the Issuer in accordance with clause 3.1.
$3.2.2$ If the Subscriber makes a request to subscribe for a Subsequent Tranche, the Issuer must accept the request and, subject to the conditions set out in clause 3.3 having been satisfied on or before the applicable Subsequent Completion Date or (at the Subscriber's sole discretion) waived if permitted under clause 3.5, issue the Subsequent Bonds to the Subscriber or its Affiliates (as notified by the Subscriber in accordance with the terms of this Agreement) if the total number of Tranches previously issued to the Subscriber or its Affiliates is less than seven (7).

$3.3$ Conditions precedent to subscription of Subsequent Bonds

In the event that the Parties agree that the Subscriber or its Affiliates (as the case may be) shall subscribe for the a Subsequent Tranche in accordance with clause 3.1, the obligations of the Subscriber to complete the subscription of the Subsequent Bonds shall be conditional upon the following conditions having been satisfied on or before the applicable Subsequent Completion Date or (at the Subscriber's sole discretion) waived if permitted under clause 3.5, as the case may be:

$3.3.1$ Conversion of preceding Tranche: the immediately preceding Tranche has been fully converted;
$3.3.2$ Shareholders' Approval: the Shareholders' Approval being obtained and not having been revoked on or before the Subsequent Completion Date and, where the Shareholders' Approval is subject to any conditions, such conditions being acceptable to the Issuer and the Subscriber and, to the extent that any such conditions are required to be satisfied on or before the Subsequent Completion

| Maddocks

$91$

$18/$

;61 3 9288 0666

Date, they are satisfied, and if any amendment is made to the terms of the Shareholders' Approval, such amendment is acceptable to the Subscriber;

3.3.3 All other approvals: all necessary approvals, consents and waivers (including any Australian governmental or regulatory approvals or waivers or corporate approvals, including shareholder approval) for the transactions contemplated under this agreement (including the issue by the Issuer and the subscription by the Subscriber or its Affiliates of the Subsequent Bonds) having been obtained and remaining valid and subsisting as at the applicable Subsequent Completion Date;

3.3.4 Class Order: subject to clause 3.3.5, the Issuer having complied with the Class Order at the time of the issue of the Subsequent Bonds. The Issuer must have lodged with ASX a Cleansing Statement or other document required under the Class Order or the Corporations Act, and must have obtained all necessary regulatory consents, approvals or waivers to allow the Subscriber to immediately sell such number of Ordinary Shares (as it shall decide) that are issued to the Subscriber pursuant to the exercise by the Bondholder of any right(s) of conversion;

3.3.5 Disclosure Document: if the Issuer cannot rely on the Class Order, a Disclosure Document having been issued by the Issuer and lodged with ASIC and remaining valid and subsisting as at the applicable Subsequent Completion Date:
3.3.6 No injunctions: no injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the issue of the Subsequent Bonds shall be in effect as of the applicable Subsequent Completion Date:
$3.3.7$ No breach by Issuer: up to and as at the applicable Subsequent Completion Date (1) all the Warranties of the Issuer being true and correct in each case at, and as if made on, the applicable Subsequent Completion Date, (2) the Issuer having performed all of its undertakings or obligations under this agreement to be performed on or before the applicable Subsequent Completion Date, and (3) there shall have been delivered to the Subscriber a certificate substantially in the form set out in Schedule 6, dated as of the applicable Subsequent Completion Date, of a duly authorised officer of the Issuer;
$3.3.8$ No Material Adverse Change or Event of Default: no Material Adverse Change or Event of Default having occurred between the Completion Date of the immediately preceding Tranche and the applicable Subsequent Completion Date;
3.3.9 No market disruption: no event or series of events resulting in or representing a change, or prospective change, in the local, national, regional or international financial, political, military, industrial, economic, fiscal or market conditions (including conditions in stock and bond markets, money and foreign exchange markets and inter-bank markets) in or affecting Australia;
$3.3.10$ No trading halt, suspension or de-listing: there has been no halt or suspension of trading in the Ordinary Shares on ASX for a period exceeding two (2) consecutive Trading Days at any time during the three (3) months preceding the Initial Completion Date, and ASX has not ended quotation of the Ordinary Shares or removed the Issuer from the official list of ASX;
3.3.11 No change in legislation: no new law or regulation or any change or prospective change in the existing law or regulation (including, without prejudice to the generality of the foregoing, in respect of any laws or regulations relating to Taxation or exchange controls), or any change in the interpretation of application thereof by any court or other competent authority in or affecting Australia which may affect the Transaction Documents or the transactions contemplated under them; and

[6067112: 11665848_1]

$25 - 09 - 13$ ; 15:40

; Maddocks

Lawyers

TELE BOURDEN DIAMONDEN BRAND HERE BEING A LET Maddocks

3 9288 0666

$;61$

3.3.12 Disclosure Letter: the form and content of the applicable Subsequent Disclosure Letter being satisfactory in form and substance to the Subscriber.

$3,4$ Satisfaction of conditions precedent

; Maddocks Lawyer

The Issuer must use its reasonable endeavours and take all necessary steps to satisfy the conditions precedent set out in clause 3.3 as soon as reasonably practicable after receipt of the relevant Notice of Request. The Issuer shall immediately notify the Subscriber in writing and provide evidence of the satisfaction of such conditions as the Subscriber may reasonably require.

$3.5$ Waiver

25-09-13;15:40

The Subscriber (and not the Issuer) has the benefit of the conditions precedent set out in clause 3.3. The Subscriber may at its absolute discretion waive any breach or nonsatisfaction of any such conditions precedent (other than the conditions set out in clauses 3.3.1, 3.3.3, 3.3.4 and 3.3.5) for the purposes of a particular Subsequent Completion of the Subsequent Bonds and any condition precedent so waived shall be deemed to have been satisfied for the purpose of that Subsequent Completion of the Subsequent Bonds.

$3.6$ Failure to fulfil the conditions precedent

If any of the conditions precedent set out in clause 3.3 above are not satisfied or are not waived by the Subscriber on or before the applicable Subsequent Completion Date, the Subscriber shall have the right to either (i) fix a new date for the Subsequent Completion (which may not be later than two (2) calendar months after the relevant Subsequent Completion), (ii) terminate this agreement, or (iii) elect not to proceed with completion of the subscription of the relevant Subsequent Tranche and withdraw its request for subscription of the relevant Subsequent Tranche.

Undertakings by the Issuer 4.

$4.1$ Implementation

The Issuer hereby undertakes to the Subscriber that it will do all such acts and things and execute and file all such documents as may be required in connection with the issue of the Bonds and the conversion of the Bonds into Ordinary Shares, as expeditiously as practicable, including:

$4.1.1$ ASX Waiver: seek a waiver by ASX of Listing Rule 7.3.2 to conditionally allow the issue of Subsequent Bonds within 15 months after the date of the EGM;
$4.1.2$ Prepare Quotation Application, Circular and Disclosure Document: prepare each Quotation Application, the Circular and, if required by law, the Disclosure Document, in compliance with the Listing Rules, the Corporations Act and all other applicable laws and regulations, and where any information contained in such documents relates to the Subscriber, such information shall not be included in such documents without the prior consent of the Subscriber (such consent not to be unreasonably withheld or delayed);
Comply with Class Order: ensure that it complies with, and is able to comply with, $4.1.3$ the terms and conditions of the Class Order, so that any offer of securities for issue under or in connection with this agreement or any offer of New Ordinary Shares (issued on conversion of any Bonds) for sale by the Bondholders does not need disclosure to investors under Part 6D of the Corporations Act;

;61 3 9288 0666

Notify ASX: notify ASX of the issue of the Bonds in accordance with the Listing 4.1.4 Rules and comply with the terms and conditions of any waiver given by ASX in connection with the transactions contemplated by this agreement;
Lodge Quotation Application with ASX: lodge each Quotation Application with 4.1.5 ASX and use its reasonable endeavours to obtain the Quotation Approval;
Convene EGM: issue the Circular and convene the EGM; $4.16$
4.1.7 Refresh shareholder approval: if Quotation Approval requires the further approval of the shareholders of the Issuer for the issue of any Bonds or any New Ordinary Shares at any time after the EGM, convene a general meeting of such shareholders for the purpose of seeking such approval;
Lodge Disclosure Document: if required by law, on or before the Initial 4.1.8 Completion Date, lodge a Disclosure Document with ASIC;
Maintain current Disclosure Document: if required by law, from the date of issue 4.1.9 of the Initial Bonds up until the Maturity Date of the Final Tranche of Subsequent Bonds, ensure that a new Disclosure Document is lodged with ASIC prior to the expiry of any Disclosure Document then lodged with ASIC, such that there shall be, at all times when any Bonds are outstanding, a valid Disclosure Document lodged with ASIC;
Lodge supplementary or replacement disclosure document: if required by law, 4.1.10 from the date of issue of the Initial Bonds up until the Maturity Date of the Final Tranche of Subsequent Bonds, if the Issuer becomes aware of any matter that requires the Issuer to lodge a supplementary or replacement disclosure document with ASIC in accordance with section 719 of the Corporations Act in connection with an existing Disclosure Document:
notify the Subscriber that a supplementary or replacement disclosure $(a)$ document will be lodged with ASIC within one (1) Business Day of becoming aware of it; and
lodge a supplementary or replacement disclosure document with ASIC as $(b)$ soon as is reasonably practicable;
4.1.11 Maintain listing: perform and comply with all requirements imposed by ASX as conditions of the Company being admitted to the Official List of ASX or of each Quotation Approval (including paying any listing fees when due) to the extent such conditions are reasonably acceptable to the Issuer and the Subscriber and use its best efforts to maintain the quotation of the Ordinary Shares on ASX;
Provide copies: promptly provide the Subscriber with copies of each Quotation 4.1.12 Application, the Circular (both the draft and final form) and each Disclosure Document (as may from time to time be lodged with ASIC), the Quotation Approval and such announcements, resolutions, filings or other documents issued or made by it in connection with the Bonds;
4.1.13 Notify breaches and Events of Default: notify the Subscriber of any breach of any of the representations. Warranties and undertakings given by it in this agreement or any other matter which has or may have rendered or will or may render untrue or incorrect any of its representations, Warranties and undertakings in this agreement or any Event of Default and take such steps to remedy or rectify the same as may be requested by the Subscriber;
4.1.14 Announcements by the Issuer:

B T BUILDING LA TRADITION DI TRABATION DELLA DIFILITÀ BULL Maddocks

$91$

;61 3 9288 0666

(where any Completion occurs) release a public announcement notifying $(a)$ ASX and the Issuer's investors of the issue of the Initial Bonds or the Subsequent Bonds (as the case may be) pursuant to such Completion, on the applicable Completion Dates or as soon as reasonably practicable afterwards: and
(where any Conversion occurs) release a public announcement notifying $(b)$ ASX and the Issuer's investors of any Conversion on the day, or as soon as reasonably practicable after, the relevant New Ordinary Shares are allotted to and registered in the name of the relevant Bondholder or in accordance with the instructions contained in the Conversion Notice (as defined in the Terms and Conditions); and
$4.1.15$ Notification of foreign shareholding: notify the Subscriber if, so far as the Issuer is aware, at any time any foreign persons have, or will upon subscription of any Bonds under clauses 2 or 3 have, acquired an interest of 15% or more in the Issuer for the purposes of any relevant approval required under the Foreign Acquisitions and Takeovers Act 1975 (Cth) or Australia's foreign investment policy.

$4.2$ Covenants

$25 - 09 - 13$ ; 15:40

; Maddocks Lawyers

The Issuer undertakes with the Subscriber that, during the period from the date of this agreement until the Initial Completion Date and for as long as any Bonds are outstanding and from the date of any request pursuant to clause 3.1 until the relevant Subsequent Completion Date, it will, and will procure that each of its Subsidiaries will:

$4.2.1$ comply with all laws, the non-compliance of which will or is likely to have a Material Adverse Effect:
$4.2.2$ perform and comply with all rules, requiations and requirements imposed by ASX in order to maintain its listing on ASX;
$4.2.3$ comply with all applicable requirements of the Corporations Act, the Listing Rules and all other applicable laws and regulations in connection with the issue of the Bonds and the New Ordinary Shares;
$4.2.4$ carry on its and their respective businesses in the ordinary course using sound commercial and management principles, and to the extent consistent therewith, use its and their best efforts to preserve its and their relationships with its and their key customers, suppliers, lenders, management and regulators; and
4.2.5 use its best endeavours to ensure that trading in the Ordinary Shares on ASX is not halted or suspended, and if trading in the Ordinary Shares on ASX is halted or suspended despite such best endeavours or is required by law, to ensure that the period of such trading halt or suspension (as the case may be) does not exceed ten (10) consecutive Trading Days; and
4.2.6 not carry on or do any of the matters set out in Schedule 7,

unless otherwise agreed in writing by the Subscriber.

4.3 Obligations to Subscriber

Except to the extent provided by this agreement, the Issuer shall have no obligations to, or duties to act in the interests of, the Subscriber, including no duty to disclose any information concerning the Issuer that is not generally available provided that the Issuer must at all times during the Exclusivity Period comply with:

$4.3.1$ the continuous disclosure provisions under Chapter 3 of the Listing Rules; and

0666

$91$

Maddocks

;61 3 9288

4.3.2 the periodic disclosure provisions under Chapter 4 of the Listing Rules.

5. Completion-

$5.1$ Location

Subject to clauses 2 or 3 (as applicable), each Completion shall take place at the registered office of the Issuer (or at such place as the Parties may agree in writing) on the applicable Completion Date.

$5.2$ Documents for the Subscriber

The Issuer shall, on the applicable Completion Date and subject to receipt of payment under clause 5.3, deliver to the Subscriber:

$5.2.1$ the duly executed certificate (in the form set out in Schedule 6) dated the applicable Completion Date:
$5.2.2$ the applicable Disclosure Letter (if any) dated the applicable Completion Date;
$5.2.3$ the definitive certificates representing the Initial Bonds or the relevant number of Subsequent Bonds (as applicable) in the form or substantially in the form set out in Schedule 2 duly executed in accordance with the Terms and Conditions in favour of the Subscriber or its respective Affiliates, as may be notified by the Subscriber to the Issuer in writing; and

$5.2.4$ (on the Initial Completion Date) a holding statement for the Fee Shares.

5.3 Payment

Subject to the satisfaction of the conditions precedent in clause 2.2 or clause 3.3 (as applicable), the Subscriber shall, on the applicable Completion Date, remit the aggregate Subscription Price in respect of the Bonds being issued on the applicable Completion Date to the Subscriber or its respective Affiliates, as notified by the Subscriber to the Issuer, by way of Immediately Available Funds (or such other way as the Parties may agree in writing) as payment for the subscription of such Bonds.

5.4 Termination by the Subscriber

If any of the documents required to be delivered to the Subscriber in accordance with clause 5.2 are not delivered for any reason or if in any other respect the foregoing provisions of this clause 5 are not fully complied with or not waived by the Subscriber on or before the applicable Completion Date, the Subscriber shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) to elect to either fix a new date for the applicable Completion or terminate this agreement.

5.5 Termination by the Issuer

If payment by the Subscriber to be made in accordance with clause 5.3 is not made for any reason, the Issuer shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) to elect to either fix a new date for the applicable Completion or terminate this agreement as between the Subscriber and the Issuer.

TELE SEN HALLE LE DERNIEL HENTERTAALHEN HALLE I DIT HET DE Maddocks

$23/$ $91$

;61 3 9288 0666

6. Warranties and Representations

; Maddocks Lawyers

$6.1$ Representations and Warranties of the Issuer

Save as fully and fairly disclosed in the Initial Disclosure Letter, the Issuer represents and warrants to and undertakes with the Subscriber in the terms set out in Schedule 8.

6.2 Representations and Warranties of the Subscriber

The Subscriber represents and warrants to and undertakes with the Issuer in the terms set out in Schedule 9.

$6.3$ Reliance

$-09 - 13; 15:40$

The Issuer acknowledges that the Subscriber, and the Subscriber acknowledges that the. Issuer, has entered into this agreement in reliance upon the representations, Warranties and the undertakings set out in this agreement and no other representations, Warranties or undertakings. Save as expressly otherwise provided, each of the representations, Warranties and undertakings shall be construed as separate and independent representations, Warranties and undertakings and shall not be limited by anything in this agreement and claims may be made, whether or not any Party prior to signing knew or could have discovered (whether by any investigation made by it or on its behalf into the affairs of the Subscriber, the Issuer and the other Group Companies, as appropriate) that any representation, Warranty or undertaking has not been complied with or carried out or is otherwise untrue or misleading.

$6.4$ Continuing Warranty

$6.4.1$ The Issuer represents and warrants to and undertakes with and for the benefit of the Subscriber that each of the Warranties and the undertakings given by it in this agreement are and will, subject to the matters fully and fairly disclosed in any previous or current Disclosure Letter, continue to be so true and accurate as at the date of this agreement and on each day afterwards up to and including each applicable Completion Date with reference to the circumstances then existing and shall not in any respect be extinguished or affected by any Completion.
6.4.2 The Subscriber represents and warrants to and undertakes with and for the benefit of the Issuer that each of the Warranties and the undertakings given by it in this agreement are and will continue to be so true and accurate as at the date of this agreement and on each day afterwards up to and including each applicable Completion Date with reference to the circumstances then existing and shall not in any respect be extinguished or affected by any Completion.

$6.5$ No breach

The Issuer further represents, warrants and undertakes to and for the benefit of the Subscriber that, except as set out in any applicable Disclosure Letter, it is not aware of any fact or matter which renders any of the Warranties untrue, inaccurate or misleading in any respect or the disclosure of which may reasonably affect the willingness of the Subscriber to enter into this agreement on the terms and subject to the conditions of this agreement.

6.6 Right of termination

The Issuer undertakes with the Subscriber that it will promptly disclose in writing to 6.6.1 the Subscriber any event or circumstance which has become known to it or any the representatives or agents of the Issuer and the Group Companies or their directors or officers after the date of this agreement and prior to the applicable Completion Date which is inconsistent with any of the representations, Warranties or

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

3 9288 0666 ; 61

TETE TIIDIGEET KONINGERISTIINIDESTE LIIDIGEET L Maddocks

undertakings in this agreement (including the Warranties and the statements in the Recitals of this agreement) or which might make any of such representations, Warranties or undertakings inaccurate, untrue or misleading if they were given at any and all times from the date of this agreement to the applicable Completion Date or which is material to be known by a purchaser for value of the Bonds.

6.6.2 If the Issuer discloses any event or circumstances pursuant to this clause 6.6.1 or the Subscriber is otherwise aware of any such event or circumstances, the Subscriber may terminate this agreement without prejudice to all other rights and remedies available to it.

6.7 Rights not extinguished

Termination of this agreement under clause 6.6 shall not extinguish any right to damages to which the Subscriber or its respective successors in title or assigns may be entitled to in respect of the breach of this agreement.

6,8 Rights not extinguished by Completion

The representations, Warranties and undertakings given under this agreement or pursuant to it shall not in any respect be extinguished or affected by any Completion and the benefits of them accruing to the Subscriber may be assigned in whole or in part by the Subscriber, in accordance with clause 14.7.

6.9 Repetition of Warranties on conversion

$6.9.1$ Subject to matters fairly disclosed in any previous or current Disclosure Letter, the Issuer must repeat each of the Warranties set out in this agreement on and as at each Conversion Date (as defined in the Terms and Conditions). After each respective Conversion Date, the Warranties will not continue and be repeated under this agreement or under the Terms and Conditions with respect to the Ordinary Shares issued on the relevant Conversion Date, but will continue under clause 6.4 with respect to any outstanding Bonds that have not been converted into Ordinary Shares.
6.9.2 The Subscriber must repeat each of the Warranties set out in this agreement on each Conversion Date (as defined in the Terms and Conditions).

7. Indemnity

$7.1$ General Indemnity

In consideration of the agreement by the Subscriber to subscribe for the Bonds $7.1.1$ being made on the basis of the representations, Warranties, and undertakings of the Issuer in this agreement and with the intent that the same will be complied with at all times, and will be true and correct in all respects and not misleading at each Completion Date as if they had been entered into afresh at such Completion with reference to the facts and circumstances existing on such day, the Issuer hereby unconditionally and irrevocably undertakes with the Subscriber that it will, on demand, indemnify and keep the Subscriber harmless from and against all and any actions, proceedings, claims, liabilities, losses, costs and expenses (including all costs and expenses incurred in disputing or defending any of the foregoing on a full indemnity basis) which may be made or brought against the Subscriber or which the Subscriber may suffer or incur as a result of or in relation to any misrepresentation or alleged misrepresentation by the Issuer or any breach or alleged breach of the representations, Warranties, undertakings and agreements on its part or any failure by it to perform its obligations under this agreement.

; 61

$91$

BEL PERSONALI BERTANYA KENYEN BERTAKAN DIA DI BELIHA DI BELIHA DI BELIHA DI BELIHA DI BELIHA DI BELIHA DI BELI Maddocks

$7.1.2$ The indemnity in clause 7.1.1 shall extend to include all reasonable costs, charges and expenses that the Subscriber or any of its Affiliates may pay or incur in investigating, disputing or defending any claim or action or other proceedings in respect of which the Issuer is or may be liable to indemnify under clause 7.1.1 and all reasonable costs, charges and expenses that are the subject of this indemnity shall be reimbursed by the Issuer on demand from the Subscriber.
$7.1.3$ Notwithstanding anything in this agreement, the indemnity set out in clause 7.1.1 shall survive each Completion or termination of this agreement.

8. Termination

$8.1$ Termination due to delay in Initial Completion

In the event that the issue of the Initial Bonds is not completed by the Initial Long-Stop Date, the Subscriber may, by written notice to the Issuer, terminate this agreement.

$8.2$ Termination for Event of Default

Notwithstanding anything contained in this agreement, the Subscriber may, by written notice to the Issuer given at any time, terminate this agreement in any of the following circumstances (each such circumstance constituting an Event of Default):

$8.2.1$ if there shall have come to the notice of the Subscriber any breach of or any failure to perform in any material respect any of the Issuer's obligations, undertakings or agreements set out in any of the Transaction Documents (including failure to deliver up Ordinary Shares upon conversion) which is not, in the opinion of the Subscriber, capable of remedy within ten (10) Business Days after written notice of such default is given to the Issuer by the Subscriber;
$8.2.2$ if any representation or warranty made or given by the Issuer in any of the Transaction Documents or any certificate or statement delivered or made thereunder now or at any later date, is incorrect or untrue, or ceases to be correct or true, in any respect considered by the Subscriber to be material;
8.2.3 if there shall have come to the notice of the Subscriber any Event of Default (as defined in the Terms and Conditions);
$8.2.4$ the Issuer or any of the other Group Companies is (or is, or would be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts when they fall due, stops, suspends or threatens to stop or suspend, payment of all or a material part of (or of a particular type of) its debts when they fall due, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any material part which it will otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any material part of (or of a particular type of) the debts of the Issuer or any of such Group Companies:
any other present or future indebtedness of the Issuer or any of the other Group 8.2.5 Companies for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to their stated maturity by reason of any event of default (howsoever described) or such event that with the passage of time or the giving of notice would constitute an event of default, or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (iii) the Issuer or any of the other Group Companies fails to pay

TEN BERGHADEN IN DER UNTERSTATIGEN BEGINN DER EIN BEHEIT BEI DER EINER EINER EINER EINER EINER EINER EINER EIN Maddocks

$91$

;61 3 9288 0666

when due (after the expiration of any applicable grace period) any amount payable by it under any present or future quarantee for, or indemnity in respect of, any moneys borrowed or raised:

8.2.6 a distress, attachment, execution or other legal process, which is likely to have a Material Adverse Effect, is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer or any of the other Group Companies, and is not discharged or stayed within ten (10) Business Days;

$8.2.7$ an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Issuer, or any of the other Group Companies if it has or is likely to have a Material Adverse Effect, or the Issuer or any of the other Group Companies ceases or threatens to cease to carry on all or substantially all of its business or operations, which cessation or threat is material to the Issuer or such other Group Companies as a whole, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation in accordance with the terms of the Transaction Documents;

any present or future security on or over the assets of the Issuer or any of the other $8.2.8$ Group Companies in favour of any person becomes enforceable, and any step (including the taking of possession or the appointment of a receiver, manager or similar officer) is taken to enforce that security, and the enforcement will or is likely to have a Material Adverse Effect:
8.2.9 it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the Transaction Documents or the Terms and Conditions or any of the Transaction Documents ceases to be valid and enforceable:
if there shall have occurred any Material Adverse Change or any material change 8.2.10 or development involving a prospective Material Adverse Change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls which would in the Subscriber's view be likely to prejudice materially the assets, business, legal position, financial condition, liabilities or prospects of the Company or the Group or results of operations of the Company or the Group;
trading in the Ordinary Shares on the ASX is halted or suspended for a period 8.2.11 exceeding ten (10) consecutive Trading Days;
ASX ends quotation of Ordinary Shares or the Issuer is removed from the official 8.2.12 list of ASX;
any legal, administrative, arbitration or mediation proceedings, suits or actions of 8.2.13 any kind whatsoever (whether criminal or civil) shall be instituted by or against the Issuer or any of the other Group Companies which, in the opinion of the Subscriber, will affect the ability of the Issuer or such other Group Companies to repay the amounts payable to the Subscriber, or otherwise affect the ability of the Issuer or any Group Company to perform its respective obligations under this agreement or the Terms and Conditions;
8.2.14 the Issuer or any of the other Group Companies shall cease or threaten to cease to carry on its business, whether voluntarily or involuntarily and in the case of Group Companies other than the Issuer, the cessation is likely to have a Material Adverse Effect;

$25 - 09 - 13$ ; 15:40

;Maddocks Lawyers

ET A RITIS EN REGILITERITE SEGNATIVE EL ETARET I 1 1 1 Maddocks

$91$

3 9288 0666

$;61$

;Maddocks

Lawyers

$15:40$

8.3

any step is taken by any person with a view to the seizure, compulsory acquisition, 8.2.15 expropriation or nationalization of all or a material part of the assets of the Issuer or any of the other Group Companies, which is material to the Issuer and the Group Companies as a whole;

8.2.16 any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs; and

in the event that there is or may be any regulatory change that adversely impacts 8.2.17 upon transactions contemplated by this agreement.

Termination due to rejection without acceptable reason

$8.3.1$ In the event that the Issuer makes a request pursuant to clause 3.1 to the Subscriber and the Subscriber declines the Issuer's request for the Subscriber to subscribe for any Subsequent Bonds, in accordance with clause 3.1.7, the Issuer may, by five (5) Business Days' written notice, terminate this agreement, as between the Subscriber and the Issuer, provided that if the reason given by the Subscriber for such rejection is that the subscription of the Subsequent Bonds by the Subscriber on such Subsequent Completion Date would contravene applicable laws and regulations but such laws and regulations would not preclude the Subscriber from subscribing for Subsequent Bonds at a later date, the Issuer shall not be permitted to exercise this termination right.
8.3.2 In the event that the Issuer declines the Subscriber's request to subscribe for Subsequent Bonds covered by a Subsequent Tranche, in accordance with clause 3.1.8, the Subscriber may, by five (5) Business Days' written notice, terminate this agreement, provided that if the reason furnished by the Issuer for such rejection is that the subscription of the Subsequent Bonds by the Subscriber on such Subsequent Completion Date would contravene applicable laws and regulations but such laws and regulations would not preclude the Subscriber from subscribing for Subsequent Bonds at a later date, the Subscriber shall not be permitted to exercise this termination right.

$8.4$ Termination for breach or material change

Notwithstanding anything contained in this agreement, the Subscriber may, by written notice to the Issuer given at any time prior to payment of the Subscription Price for any Tranche of Bonds to the Issuer, terminate this agreement as between the Subscriber and the Issuer in any of the following circumstances:

$8.4.1$ if there shall have come to the notice of the Subscriber any breach of, or any event rendering untrue or incorrect in any material respect, any of the warranties and representations of the Issuer contained in the Transaction Documents or any failure to perform in any material respect any of the Issuer's undertakings or obligations in any of the Transaction Documents;
8.4.2 if there shall have occurred any Material Adverse Change, or any material change or development involving a prospective material change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer, on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls which would in the Subscriber's view be likely to prejudice materially the assets, business, legal condition, financial position, prospects or results of operations of the Group.

3 9288 0666

$91$

; 61

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

8.5 Termination after Final Long-Stop Date

Unless otherwise agreed between the Parties, this agreement shall automatically terminate on the date immediately after the Final Long-Stop Date.

8.6 Termination after period of inactivity

After the Initial Completion Date, in the event that no request for Conversion of or subscription for any Bond occurs within 12 months after the previous conversion of or subscription for a Bond (whichever is the later), each of the Subscriber and the Issuer shall have the right to terminate this agreement.

8.7 Termination after exercise of Put Option

The Subscriber shall have the right to terminate this agreement at any time after it exercises its option to require the Issuer to redeem all or some of the Bonds by issuing a Put Option Notice under Condition 7.4 of the Terms and Conditions.

8.8 Consequences of termination

Termination by the Issuer: Upon the termination of this agreement as between $8.8.1$ the Subscriber and the Issuer pursuant to clauses 5.5, 8.3.1 or 8.6, the Subscriber and the Issuer shall be released and discharged from their respective obligations to each other under this agreement, save for:
any rights and liabilities accrued on or prior to such termination, provided $(a)$ that any liability of any Party in respect of a breach of its representations, Warranties, covenants or undertakings under this agreement prior to such termination shall be in addition to any other remedies to which the nondefaulting Party may be entitled at law or in equity;
the liability and obligations of the Parties under clauses 6, 7, 9, 10 and 14.1 $(b)$ but no others, provided that the Exclusivity Period shall end on the date falling six (6) months after the date of such termination,

provided that in the event that this agreement is terminated by the Issuer as between the Subscriber and the Issuer pursuant to clause 8.3.1, no claim whatsoever may be made against the Subscriber in respect of any refusal by the Subscriber to subscribe for any Subsequent Bonds after termination.

Save as provided in clauses 8.8.1(a) and (b), neither the Subscriber nor the Issuer shall have any claim against the other for costs, damages, compensation or otherwise.

8.8.2 Termination by the Subscriber: Upon the termination of this agreement as between the Subscriber and the Issuer pursuant to clauses 2.5, 3.6, 5.4, 6.6, 8.1, 8.2, 8.3.2 or 8.4, the Subscriber and the Issuer shall be released and discharged from their respective obligations to each other under this agreement, save for:
any rights and liabilities accrued on or prior to such termination, provided $(a)$ that any liability of any Party in respect of a breach of its representations, Warranties, covenants or undertakings under this agreement prior to such termination shall be in addition to any other remedies to which the nondefaulting Party may be entitled at law or in equity;
the liability and obligations of the Parties under clauses 6, 7, 10 and 14.1, $(b)$ but no others.

T \$ : \$ \$111116 I B \$149 IEIN DRIEGERE ISLICITIONED & LOTILLO U T T Maddocks

$29/$ $91$

3 9288 0666

$;61$

Save as provided in clauses 8.8.2(a) and (b), neither the Subscriber nor the Issuer shall have any claim against the other for costs, damages, compensation or otherwise.

8.8.3

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

Termination pursuant to other clauses: Upon the termination of this agreement as between the Subscriber and the Issuer pursuant to any provision of this agreement other than clauses 2.5, 3.6, 5.4, 5.5, 6.6, 8.1, 8.3.1, 8.3.2 and 8.6, the Subscriber and the Issuer shall be released and discharged from their respective obligations to each other under this agreement, save for:

any rights and liabilities accrued on or prior to such termination, provided $(a)$ that any liability of any Party in respect of a breach of its representations. Warranties, covenants or undertakings under this agreement prior to such termination shall be in addition to any other remedies to which the nondefaulting Party may be entitled at law or in equity;
$(b)$ the liability and obligations of the Parties under clauses 6, 7, 10 and 14.1 but not others.

Save as provided in clauses 8.8.3(a) and (b), neither the Subscriber nor the Issuer shall have any claim against the other for costs, damages, compensation or otherwise.

8.8.4 In the event of termination of this agreement, all amounts subscribed for and not converted by the Subscriber, must be immediately repaid to the Subscriber.

9. Exclusivity

$9.1$ No solicitation

During the Exclusivity Period, the Issuer must ensure that it, its Affiliates and its directors, senior management and financial advisers do not, except with the prior written consent of the Subscriber:

$9.1.1$ directly or indirectly solicit, encourage or entertain (including by way of providing information concerning the Group to any person) any approach, expression of interest, offer or proposal from;
$9.1.2$ enter into or continue with any discussions or negotiations with;
$9.1.3$ enter into any agreement, arrangement or understanding with; or
$9.1.4$ announce or communicate any intention to do any of the foregoing to or with,

any person other than the Subscriber in connection with any Competing Proposal.

$9.2$ Notification of approaches

The Issuer shall promptly notify the Subscriber in writing of any Competing Proposal, any discussions or negotiations relating to any Competing Proposal, any approach or attempt to initiate any such discussions or negotiations or any intention to make any such approach or attempt of which it is or becomes aware at any time during the Exclusivity Period.

$9.3$ Warranty and representation

The Issuer represents and warrants to the Subscriber that, as at the date of this agreement, it has not entered into any agreement, arrangement or understanding, and has ceased all

T I FEDDIE IT DEN GENERALIGE HUN DE FRIHET I I L Maddocks

discussions or negotiations with any other person, in relation to any Competing Proposal. This warranty shall be true and correct in all respects for each day from the date of this agreement up to the expiry of the Exclusivity Period as if repeated by reference to the circumstances existing as at each such date.

10. Confidentiality

$10.1$ Confidentiality obligations

Except as may be required by applicable law, regulations or listing rules or as requested by a regulator or stock exchange, a Party may not disclose to any third party or otherwise publicly refer to the terms of this agreement without the prior written consent of the other Party, provided that nothing in this clause 10.1 shall restrict the Parties from disclosing such information to their respective related corporations and the directors, officers, employees and advisers of them and their respective related corporations.

$10.2$ Exceptions

The restrictions in clause 10.1 above shall not apply if the information or knowledge concerned:

$10.2.1$ has become public knowledge other than as a result of unauthorised disclosure by a Party;
10.2.2 has been disclosed in the proper performance of the relevant Party's obligations under or consequent to this agreement;
is received from a third party without any duty of confidentiality in relation thereto; 10.2.3
$10:2.4$ is already in the possession of the relevant Party before negotiations commenced between the Parties;
10.2.5 is developed or prepared by the relevant Party independently of information received after negotiations commenced between the Parties;
$10.2.6$ is disclosed by the relevant Party to its Subsidiaries or Affiliates or investors in funds managed by such Party or its Subsidiaries or Affiliates for internal reporting purposes provided that such Subsidiaries or Affiliates or such investors (as the case may be) shall have undertaken to comply with the confidentiality obligations in this 10; or
10.2.7 is otherwise required to be disclosed by law or any regulatory authority or any court properly exercising jurisdiction over the relevant Party or in accordance with the best accounting practice in the accounts of the relevant Party, provided that, if any Party is required to make a disclosure by reason of this clause 10.2.7, it shall, to the extent reasonably possible, supply a copy of the contents of any such disclosure to the other Party prior to the making of such disclosure, failing which it shall do so as soon as is reasonably practicable after the making of such disclosure, and provided that if any part of the information required to be disclosed by law or any regulatory authority or any court relates to the other Party, the firstmentioned Party shall consult with the other Party prior to making any such disclosure.

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

0666 $;61$ 3 9288

$\pm 1$ : Entitle in expandements incontracting a religion of a $\pm 1$ Maddocks

11. Public Announcement

Subject only to clause 10, no public announcement in connection with the transactions contemplated in this agreement and no submission for any regulatory approval (including Quotation Approval) pursuant to this agreement may be made by any Party without prior consultation with the other Party to the extent practicable, and where information to be disclosed in any such announcement or submission relates to any Party, such information shall not be disclosed without the prior consent of the relevant Party.

$12.$ Costs, Expenses and Fees

$12.1$ Fee

The issuer shall pay to the Subscriber a fee of A\$300,000 (excluding GST), which shall be satisfied by the Issuer allotting and registering in the name the Subscriber on Initial Completion such number of fully paid Ordinary Shares (the Fee Shares) as shall equal A\$300,000 divided by \$0.020 or such other reference price per share as the Parties may agree.

$12.2$ Documentation costs

Each Party shall bear its costs and expenses incurred in the preparation, negotiation and execution of this agreement and the due diligence exercise relating to the Issuer's business, legal, financial and accounting matters subject to the following:

if the subscription of the Initial Bonds is not completed by the Initial Long-Stop Date $12.2.1$ and this agreement is terminated by the Subscriber, then the Issuer must reimburse the Subscriber up to A\$30,000 for deal related expenses, including the Subscriber's costs of obtaining professional services, out of the funds that have been deposited by the Issuer into the trust account of Maddocks; or

12.2.2 if the subscription of the Initial Bonds is completed by the Initial Long-Stop Date, then the Subscriber will instruct Maddocks to return the A\$30,000 held in its trust account to the Issuer.

$12.3$ Taxes and duties

The Issuer shall pay any stamp, issue, registration, documentary or other Taxes and duties, including interest and penalties in respect thereof in Australia and all other relevant jurisdictions payable on or in connection with creation, issue or offering of the Bonds or the execution or delivery of this agreement, and any goods and services, value added, turnover or similar tax payable in respect thereof (and references in this agreement to such amount shall be deemed to include any such Taxes so payable in addition to it).

$12.4$ GST

$12.4.1$ In this clause 12.4, words that are defined in A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as their definition in that Act.
$12.4.2$ Except as otherwise provided by this clause 12.4, all consideration payable under this agreement in relation to any supply is exclusive of GST.
$12.4.3$ If GST is payable in respect of any supply made by a supplier under this Agreement, then, subject to clause 12.4.4, the recipient must pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under this agreement.

TE ENTRELE THEIR RESISTENTIAL (TELL ET LE PRESENTATION) Maddocks

0666

$91$

$;61$

9288

The supplier must provide a tax invoice to the recipient before the supplier will be 12.4.4 entitled to payment of the GST payable under clause 12.4.3.

13. Notices

$13.1$ Addresses

All notices, demands or other communications required or permitted to be given or made under this agreement shall be in writing and delivered personally or sent by prepaid registered post or by fax addressed to the intended recipient thereof or by electronic mail at its address or fax number or electronic mail address set out in the details of the Parties above (or to such other address or fax number or electronic mail address as any Party may from time to time notify the others):

$13.2$ Deemed delivery

Any such notice, demand or communication shall be deemed to have been duly $13.2.1$ served (if given by electronic mail) at the time the sender receives an e-mail confirming receipt, or (if given or made by fax) at the time indicated on the transmission report produced by the sender's facsimile machine indicating that the facsimile was sent in its entirety to the addressee's facsimile, or (if given or made by letter) seven (7) days after posting or after it has been sent by prepaid first class courier and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted by certified or registered mail or sent by courier.

If a Party receives any communication via electronic mail from the other Party, the 13.2.2 recipient must send a return e-mail acknowledging receipt as soon as practicable and:

if the electronic mail is received before 3:30 pm in the time zone of the $(a)$ recipient on a Business Day, on the same Business Day; and
if the electronic mail was received after 3:30 pm in the time zone of the $(b)$ recipient on a Business Day, by no later than 10:30 am on the next Business Day.

14. General

14.1 Entire agreement

This agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this agreement and supersedes and cancels in all respects all previous agreements, arrangements and undertakings, if any, between the Parties with respect to the subject matter of this agreement, whether such be written or oral.

Amendments $14.2$

No amendment or variation of this agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.

$14.3$ Remedies

No remedy conferred by any of the provisions of this agreement is intended to be exclusive of any other remedy which is otherwise available to be sought at law, in equity, by statute or

ET - THERE'S I GEORGE OF THE CONTROL IN THE ENDIFFERE TH Maddocks

otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given under this agreement or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such party of the right to pursue any other available remedies.

14.4 Counterparts

This agreement may be executed in any number of counterparts by any Party or the Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one and the same instrument. Each counterpart may be signed by a Party and transmitted by facsimile transmission or by electronic mail which shall be valid and effectual as if executed as an original.

14.5 Severance

If a court of competent jurisdiction holds any provision of this agreement to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of this agreement shall not be affected thereby.

14.6 Time of essence

Any time, date or period mentioned in any provision of this agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid time shall be of the essence.

14.7 Assignment

$14.7.1$ The Issuer may not assign or transfer all or any part of its rights under this agreement or delegate its performance or novate all or any part of its obligations under this agreement without the prior written approval of the Subscriber, and any assignment, transfer or delegation which is made without such prior approval shall constitute a breach of this agreement.
The Subscriber will have the right, at its sole discretion, to assign, transfer, charge, 14.7.2 encumber or otherwise deal with any of its rights or obligations under this agreement. Any such assignee or transferee shall be treated as a Party for all purposes of this agreement and shall be entitled to the full benefit of this agreement to the same extent as if it were an original Party in respect of the rights assigned or transferred to it.

$14.1$ Interpretation

In this agreement, unless the context otherwise requires:

14.1.1 references to 'Recitals', 'clauses' and 'Schedules' are to recitals, clauses and schedules to this agreement and references to this 'Agreement' shall mean this agreement and the Schedules. References to 'Conditions' are to conditions set out in the Terms and Conditions;
$14.1.2$ the headings in this agreement are for convenience only and shall not affect the interpretation of this agreement;
unless the context otherwise requires, references to the singular number shall 14.1.3 include references to the plural number and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all genders;

THE TIME ET IT IN THE TELEVISION OF THE LET Maddocks

$91$

;61 3 9288 0666

unless the context otherwise requires, a reference to a time of day is a reference to $14.1.4$ Perth time. Except where otherwise expressly provided, where under this agreement the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day;
references to any agreement or document, including this agreement, shall include 14.1.5 such agreement or document as the same may from time to time be amended, modified or supplemented;
14.1.6 a reference to a matter being to the knowledge of a person means the matter is to the best of the knowledge and belief of the person after making proper enquiry including enquiry which a reasonable person would be prompted to make by reason of knowledge of a fact; and

the word 'include' is not a word of limitation. 14.1.7

$14.2$ Governing law and jurisdiction

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

This agreement shall be governed by and construed in accordance with the laws in $14.2.1$ force in Western Australia.
In relation to any claim, legal action or proceeding arising out of or in connection 14.2.2 with this agreement, the Subscriber and the Issuer hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

14.3 Appointment of process agent

The Subscriber hereby irrevocably appoints Maddocks of 140 William Street, $14.3.1$ Melbourne, Victoria, 3000 as its agent to accept service of process in Australia in any legal action or proceedings arising out of this agreement, service upon whom shall be deemed valid service whether or not the process is forwarded to or received by the Subscriber.
The Subscriber shall inform the Issuer, in writing, of any change in the address of $14.3.2$ its process agent within twenty (20) Business Days of such change.
If such process agent ceases to be able to act as such or to have an address in 14.3.3 Australia, the Subscriber irrevocably agrees to appoint a new process agent in Australia acceptable to have Issuer and to deliver to the Issuer within ten (10) Business Days a copy of a written acceptance of appointment by the process agent.
14.3.4 Nothing in this agreement shall affect the right to serve process in any other manner permitted by law.

ELE EN INDIALIA DE DE DE DE DE DE DE DE DE DE DE DE DE Maddocks

$91$

3 9288 0666

$;61$

$-09-13$ ; 15:40

; Maddocks Lawyers

Terms and Conditions of the Bonds

The following other than the words in italics is the text of the terms and conditions of the Bonds which will appear on the reverse of each of the definitive certificates evidencing the Bonds:

The issue of A\$500,000 in aggregate principal amount of redeemable 6% coupon convertible bonds (the Bonds), which term shall include, unless the context requires otherwise, any further Bonds issued in accordance with Condition 15 and consolidated and forming a single series therewith), of South East Asia Resources Limited ABN 66 009 144 503 (the Issuer) is pursuant to a Bond Subscription Agreement dated [•] 2013 (as the same may from time to time be amended, modified or supplemented) (the Agreement) between the Issuer and PA Broad Opportunity IV Limited (the Subscriber), and was authorised by a resolution of the Board of Directors of the Issuer passed on [.] 2013. The statements in these terms and conditions (these Conditions) include summaries of, and are subject to, the detailed provisions of the Agreement. Unless otherwise defined, terms used in these Conditions have the meaning specified in the Agreement. Copies of the Agreement are available for inspection at the registered office of the Issuer being, at the date hereof, at 311-313 Hay street, Subiaco, Western Australia 6008. The Bondholders are entitled to the benefit of the Agreement and are bound by, and are deemed to have notice of, all the provisions of the Agreement applicable to them.

$\mathbf{1}$ Status

The Bonds constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law and, at all times rank at least equally with all of its other present and future direct, unsubordinated, unconditional and unsecured obligations, other than subordinated obligations and priorities created by law. .

2. Form, denomination and title

$2.1$ Form and denomination

The Bonds are issued in registered form in the denomination of A\$10,000 each or integral multiples thereof. A bond certificate (each a Certificate) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Bond and each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the register of Bondholders which the Issuer will procure to be kept by the share registrar of the Issuer (the Registrar).

$2.2$ Title

Title to the Bonds passes only by transfer and registration in the register of Bondholders as described in Condition 3. The holder of any Bond will (except as otherwise required by law or ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, 'Bondholder' and (in relation to a Bond) 'holder' means the person in whose name a Bond is registered in the Register.

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

HE RESIDENT DE BOEDE DE BEREGELING EN TE LEGIT DE TE LE Maddocks

$3.$ Transfers of Bonds; Issue of certificates

$3.1$ Register

The Issuer will cause to be kept at the specified office of the Registrar a register on which shall be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers of the Bonds (the Register).

$3.2$ Transfer restrictions

The Subscriber shall have the right, at its sole discretion, to sell, transfer or assign the Bonds or the Ordinary Shares after the conversion of the Bonds without the consent of the Issuer.

$3.3$ Transfers

Subject to Conditions 3.2 and 3.6, a Bond may be transferred or exchanged by delivery of the Certificate issued in respect of that Bond, with the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing (a copy of such authorisation to be attached to the form of transfer), to the specified office of the Registrar. No transfer of title to a Bond will be valid unless and until entered on the Register.

Delivery of new certificates $3.4$

Each new Certificate to be issued upon a transfer or exchange of Bonds will, within $3.4.1$ seven (7) Business Days of receipt by the Registrar of the form of transfer duly completed and signed, be made available for collection at the specified office of the Registrar or, if so requested in the form of transfer, be mailed by registered mail at the risk of the holder entitled to the Bonds (but free of charge to the holder) to the address specified in the form of transfer. The form of transfer is available at the specified office of the Registrar.
Where only part of a principal amount of the Bonds (being that of one or more 3.4.2 Bonds) in respect of which a Certificate is issued is to be transferred, exchanged or converted, a new Certificate in respect of the Bonds not so transferred, exchanged or converted will, within seven (7) Business Days of delivery of the original Certificate to the Registrar, be made available for collection at the specified office of the Registrar or, if so requested in the form of transfer, be mailed by registered mail at the risk of the holder of the Bonds not so transferred, exchanged or converted (but free of charge to the holder) to the address of such holder appearing on the Register.

Formalities free of charge $3.5$

Registration of a transfer of Bonds will be effected without charge by or on behalf of the Issuer, but upon (i) payment (or the giving of such indemnity as the Issuer may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer; and (ii) the Issuer being satisfied that the regulations concerning transfer of Bonds have been complied with.

Closed periods $3.6$

No Bondholder may require the transfer of a Bond to be registered (i) during the period of fifteen (15) days ending on (and including) the date for redemption pursuant to Condition 7.1; (ii) after a Conversion Notice and Application Form (both as defined in Condition 5.2) have been delivered with respect to a Bond; (iii) after a Put Option Notice (as defined in Condition 7.4) has been deposited in respect of such a Bond; (iv) after a Relevant Event Put Exercise Notice (as defined in Condition 7.5) has been deposited in respect of such a Bond; or (v) after a Purchase Notice (as defined in Condition 7.6) has been deposited in respect of such a Bond, each such period being a 'Closed Period'.

T TE THEN A THE THE THE RESERVATION OF A TRITILE TO A Maddocks

$91$

3 9288 0666

$;61$

$3.7$ Regulations

All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfer of Bonds as set out in Conditions 3.1 to 3.6. The regulations may be changed by the Issuer, with the prior written approval of the Bondholders whose approval shall not be unreasonably withheld. A copy of the current requlations will be mailed (free of charge) by the Registrar to any Bondholder upon request.

$\overline{4}$ Interest

The Bonds accrue interest daily at an interest rate of 6% per annum. Interest is calculated on $4.1$ the basis of the actual number of days on which interest has accrued and on a 365 day year.
4.2 Interest accrues on each Bond a daily basis from the date of issue of the Bond to the date on which the Bond is converted into Ordinary Shares, and is payable to the Bondholder upon conversion of the Bond on the Conversion Date. In the event that a Bond has not previously been converted into Ordinary Shares, the Issuer must immediately pay to the Bondholder the interest accrued:
$4.2.1$ in arrears every six (6) months from the date of the issue of the Bonds; and
$4.2.2$ on redemption of the Bond.
4.3 Failure to pay interest in accordance with this condition is an Event of Default under clause 8 of the Agreement.
1. Conversion

$5.1$ Conversion Right

$5.1.1$ Conversion Period: Subject as hereinafter provided, Bondholders have the right to convert their Bonds into Ordinary Shares at any time during the Conversion Period referred to below.

The right of a Bondholder to convert any Bond into Ordinary Shares is called the Conversion Right. Subject to and upon compliance with the provisions of this Condition, the Conversion Right attaching to any Bond may be exercised; at the option of the holder thereof, at any time on and after the date of issue of such Bond up to the close of business on the date immediately preceding the Maturity Date (as defined in Condition 7.1) (but, except as provided in Condition 5.1.5, in no event thereafter) (the Conversion Period).

Notwithstanding the foregoing, if the Conversion Date in respect of a Bond would otherwise fall during a period in which the register of members of the Issuer is closed generally or for the purpose of establishing entitlement to any dividend. distribution or other rights attaching to the Ordinary Shares (a Book Closure Period), such Conversion Date shall be postponed to the first Stock Exchange Trading Day (as defined in Condition 5.2) after the expiry of such Book Closure Period. Any exercise of a Conversion Right shall be deemed to be ineffective and, subject to Condition 5.1.5, shall be deemed to have expired if, as a result of any postponement pursuant to this paragraph, the Conversion Date would fall on a day after expiry of the Conversion Period or, in the case of the exercise of such rights as aforesaid, after the relevant redemption date. The Issuer undertakes to ensure that the Book Closure Period is as short a period as is reasonably practicable, having regard to applicable Australian law.

The number of Ordinary Shares to be issued on conversion of a Bond will be determined by dividing the principal amount of the Bond to be converted by the Conversion Price in effect at the Conversion Date (both as hereinafter defined). A

; Maddocks Lawyers 25-09-13;15:40

;61 3 9288 0666

$91$

TE E TORIEN DIE KOREINIERE BEREICHNORDEN EIN DER FERSTE Maddocks

Conversion Right may only be exercised in respect of one or more Bonds, subject to the minimum conversion amount set out in Condition 5.1.2. If more than one Bond held by the same holder is converted at any one time by the same holder, the number of Ordinary Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Bonds to be converted.

Minimum conversion amount: Unless otherwise agreed by the Issuer, the $5.1.2$ minimum aggregate principal amount of bonds to be converted in any single conversion of Bonds shall be A\$100,000. The Issuer may reject any Conversion Notice (as defined in Condition 5.2) which relates to a request for Conversion of Bonds of an aggregate principal amount of less than A\$100,000.

Fractions of Ordinary Shares: Fractions of Ordinary Shares will not be issued on $5, 1, 3$ conversion and no cash adjustments will be made in respect thereof. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Ordinary Shares by operation of law or otherwise occurring after the date of the Agreement which reduces the number of Ordinary Shares outstanding, the Issuer will upon conversion of Bonds pay in cash (in Australian Dollars by means of an Australian Dollar cheque drawn on a bank in Australia) a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in Condition 5.1.1, as corresponds to any fraction of a Share not issued if such sum exceeds A\$10.

Conversion Price: The price at which Ordinary Shares will be issued upon 5.1.4 conversion of a Bond, as adjusted from time to time (the Conversion Price) will initially be equal to the lower of:

125 per cent of the average of the closing prices quoted by the ASX for $5.1.4.1$ one (1) Share (being a Share carrying full entitlement to dividend) for the twenty five (25) consecutive Trading Days ending on the Trading Day immediately preceding the date of issue of this Bond (Fixed Conversion Price); and

90 per cent of the lowest average of the closing prices quoted by the $5.1.4.2$ ASX for one (1) Share (being a Share carrying full entitlement to dividend) for any five-consecutive Trading Day period in the twenty five (25) consecutive Trading Days immediately preceding the Conversion Date (as defined in Conditions 5.2.1.2, 5.2.1.3 or 5.2.1.6 as the case may be),

but will be subject to adjustment in the manner provided in Condition 5.3, Provided that if either Conditions 5.1.4.1 or 5.1.4.2 above are less than A\$0.015 (as adjusted from time to time in accordance with Condition 5.7) (the Minimum Conversion Price), the initial Conversion Price shall be the Minimum Conversion Price.

5.1.5

Revival or survival after Default: Notwithstanding the provisions of Condition 5.1.1, if (a) the Issuer shall default in making payment in full in respect of any Bond which shall have been called for redemption on the date fixed for redemption thereof, (b) any Bond has become due and payable prior to the Maturity Date (as defined in Condition 7.1) by reason of the occurrence of any of the events referred to in Condition 9, (c) any Bond is not redeemed on the Put Option Date (as defined in Condition 7.4) or (d) any Bond is not redeemed on the Maturity Date in accordance with Condition 7.1, the Conversion Right attaching to such Bond will revive or will continue to be exercisable up to, and including, the close of business on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Bondholders and notice of such receipt has been duly given to the Issuer and, notwithstanding the provisions of Condition 5.1.1, any Bond in respect of which the Certificate, Application Form and Conversion Notice

TELEF ER RICHT I DER RICHTEN BEBRING IN DER FRIHT EIN EINER EINE Maddocks

9288 0666

39, $91$

$;61$ $_{\rm 3}$

are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined in Condition 5.2.1.6) notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Bondholder before such Conversion Date or that the Conversion Period may have expired before such Conversion Date.
$5.1.6$ Meaning of 'Ordinary Shares': As used in these Conditions, the expression 'Ordinary Shares' means ordinary shares of the Issuer or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those Ordinary Shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer.

5.2 Conversion procedure

$5.2.1$ Conversion notice:

; Maddocks Lawyers

25-09-13;15:40

$5.2.1.1$ To exercise the Conversion Right attaching to any Bond, the holder thereof must complete, execute and deposit at his own expense to the Issuer:
$5.2.1.1.1$ a notice of conversion (Conversion Notice) substantially in the form attached as Appendix A hereto;
5.2.1.1.2 if required by law, the application form attached to the current Disclosure Document (if any) issued by the Issuer in accordance with the Agreement (Application Form), for the number of Ordinary Shares to be issued in accordance with the Conversion Notice; and
$5.2.1.1.3$ the relevant Certificate.
$5.2.1.2$ If, after a Bondholder exercises its Conversion Right in accordance with Condition 5.2.1.1, the Issuer gives the Bondholder notice in accordance with clause 4.1.10(a) of the Agreement that it will lodge a supplementary or replacement disclosure document with ASIC:
$(a)$ the Issuer must provide the Bondholder with the supplementary or replacement disclosure documents as lodged with ASIC together with the new Application Form as soon as reasonably practicable, and in any event within three (3) Business Days after the Issuer gives the Bondholder notice in accordance with clause 4.1.10(a) of the Agreement;
$(b)$ the Bondholder must either:
- $(i)$ revoke the Conversion Notice at any time up to one (1) Business Day after receiving the supplementary or replacement disclosure document by notice in writing to the Issuer; or-
- complete the new Application Form relating to that $(ii)$ supplementary or replacement disclosure document and promptly return it to the Issuer within one (1) Business Day of receiving the supplementary or replacement disclosure document; and

$(c)$ if the Bondholder returns the Application Form to the Issuer under Condition 5.2.1.2(b)(ii), then the Conversion Date in respect of the conversion for the purpose of calculating the Conversion Price

FT FOUND LIBRICH BUDGHTMINDELLINE (1) Maddocks

3 9288 0666

$91$

$;61$

under Condition 5.1.4.2 will be the date the Issuer receives the new Application Form.

5.2.1.3 If a Bondholder exercises the Conversion Right during the period after the Issuer is obliged to issue a notice under clause 4.1.10(a) of the Agreement, and before the Issuer has lodged a supplementary or replacement disclosure document with ASIC in accordance with clause 4.1.10(b) of the Agreement:

the Issuer must provide the Bondholder with the supplementary or $(a)$ replacement disclosure document as lodged with ASIC together with the new Application Form as soon as reasonably practicable, and in any event within three (3) Business Days after the Issuer gives the Bondholder notice in accordance with clause 4.1.10(a) of the Agreement:
(b) the Bondholder must complete the new Application Form relating to that supplementary or replacement disclosure document and promptly return it to the Issuer within one (1) Business Day of receiving the supplementary or replacement disclosure document; and
the Conversion Date in respect of the conversion for the purpose of $(c)$ calculating the Conversion Price under Condition 5.1.4.2 will be the date that the Issuer receives the new Application Form in accordance with Condition 5.2.1.3(b).
$5.2.1.4$ The Issuer agrees that where the Bondholder is not located in Western Australia, the Conversion Notice, the Application Form and the Certificate will be effective if sent by facsimile or electronic mail to the Issuer together with a copy of the Certificate, with the originals of the Conversion Notice and Certificate to follow by courier. Any notice sent by facsimile is deemed served at the time indicated on the transmission report produced by the sender's facsimile indicating that the facsimile was sent in its entirety to the addressee's facsimile. Any notice sent by electronic mail is deemed served at the time the sender receives an electronic mail confirming receipt.
If the Issuer or the holder receives any communication via electronic mail $5.2.1.5$ from the other, the recipient must send a return email acknowledging receipt as soon as practicable and:
if the electronic mail is received before 3:30 pm in the time zone $(a)$ of the recipient on a Business Day, on the same Business Day; and
if the electronic mail was received after 3:30 pm in the time zone $(b)$ of the recipient on a Business Day, by no later than 10:30 am on the next Business Day.
$5.2.1.6$

The conversion date in respect of a Bond (the Conversion Date) must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of Condition 5.1.5) and will be deemed to be the Stock Exchange Trading Day (as defined below) immediately following the date of the surrender of the Certificate in respect of such Bond and delivery of the Conversion Notice, Application Form and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents to such withdrawal.

$25 - 09 - 13$ ; 15:40

; Maddocks Lawyers

T T & DOUBLE EXTRACTIVE RESIDENTIAL RATIO AT LA LA Maddocks

3 9288 0666

$91$

$;61$

Stock Exchange Trading Day means any Trading Day as defined in the Listing Rules.

$5.2.2$ Registration:

; Maddocks Lawyers

$OQ$

$13;15:40$

The Conversion Deadline will be: $5.2.2.1$
$(a)$ if Condition 5.2.1.2 applies, one (1) Business Day after the new Application Form is received by the Issuer under Condition $5.2.1.2(b)(ii);$
if Condition 5.2.1.3 applies, five (5) Business Days from the date of $(b)$ the Bondholder delivering the documents referred to in Condition $5.2.1.1;$ or
in any other case, three (3) Business Days from the date of the $(c)$ Bondholder delivering the documents referred to in Condition $5.2.1.1.$
$5.2.2.2$ As soon as practicable, and in any before the Conversion Deadline, the Issuer will, in the case of Bonds converted on exercise of the Conversion Right and in respect of which a duly completed Conversion Notice and Application Form has been delivered and the relevant Certificate and amounts payable by the relevant Bondholder deposited or paid, as required by Conditions set out in 5.2.1, procure that the relevant number of Ordinary Shares are allotted to and registered in the name of the relevant Bondholder or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or regulations) and that a holding statement is delivered to the relevant Bondholder or in accordance with such instructions.

$5.2.2.3$ If the Conversion Date in relation to any Bond shall be after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Condition 5.3, but before the relevant adjustment becomes effective under the relevant Condition, upon the relevant adjustment becoming effective the Issuer shall procure the issue to the converting Bondholder (or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or other regulations), such additional number of Ordinary Shares as, together with the Ordinary Shares issued or to be issued on conversion of the relevant Bond, is equal to the number of Ordinary Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment to the Conversion Price had been made and became effective immediately after the relevant record date.

$5.2.2.4$

The person or persons designated in the Conversion Notice will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date it is or they are registered as such in the Issuer's register of members or subregister (the Registration Date). The Ordinary Shares issued upon conversion of the Bonds will in all respects rank pari passu with the Ordinary Shares in issue on the relevant Registration Date. Save as set out in these Conditions, a holder of Ordinary Shares issued on conversion of Bonds shall not be entitled to any rights the record date for which precedes the relevant Registration Date.

$5.2.2.5$

If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Bond, but before the Registration Date (disregarding any

I I : LIBUIE I I BERINDERECHE DINIBILE LOUIS I I E I Maddocks

9288 0666

$91$

$;61$ $\mathcal{B}$

retroactive adjustment of the Conversion Price referred to in this Condition 5.2.2 prior to the time such retroactive adjustment shall have become effective), the Issuer will pay to the converting Bondholder or his designee an amount (the Equivalent Amount) in Australian Dollars equal to the Fair Market Value (as defined in Condition 5.4.6) of any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) days thereafter. The Equivalent Amount shall be paid by means of an Australian Dollar cheque drawn on a bank in Australia and sent to the address specified in the relevant Conversion Notice.

5.2.3 Public Announcement: The Issuer shall release a public announcement notifying the ASX and its investors of any Conversion not later than one (1) Business Day after the relevant number of Ordinary Shares are allotted to and registered in the name of the relevant Bondholder or in accordance with the instructions contained in the Conversion Notice.

5.3 Adjustments to Fixed Conversion Price

25-09-13;15:40

;Maddocks

Lawyer

The Fixed Conversion Price will be subject to adjustment in the following events:

$5.3.1$ Consolidation, Subdivision or Reclassification: If and whenever there shall be an alteration to the number of the Ordinary Shares as a result of consolidation, subdivision or reclassification, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$$
\frac{NCP = OCP \times NSB}{NSA}
$$

where:

is the new Fixed Conversion Price; NCP:
OCP: is the old Fixed Conversion Price:
NSB: is the aggregate number of Ordinary Shares immediately before such alteration: and
is the aggregate number of Ordinary Shares immediately after such NSA: alteration.

Such adjustment shall become effective on the date the alteration takes effect.

5.3.2 Capitalisation of profits or reserves:

If and whenever the Issuer shall issue any Ordinary Shares credited as $5.3.2.1$ fully paid to the holders of the Ordinary Shares (the Shareholders) by way of capitalisation of profits or reserves including Ordinary Shares paid up out of distributable profits or reserves, save where Ordinary Shares are issued in lieu of the whole or any part of a specifically declared cash dividend (the Relevant Cash Dividend), being a dividend which the Shareholders concerned would or could otherwise have received (a Scrip Dividend) and which would not have constituted a Capital Distribution (as defined in Condition 5.4.2), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

A I A DIVITE LA TERRIFICATA DEL TATALLA DI LITTURI DEL Maddocks

0666

; 61 3 9288 $91$

$NCP = OCP \times NSB$ NSA

where:

NCP: is the new Fixed Conversion Price:
OCP: is the old Fixed Conversion Price:
NSB: is the aggregate number of Ordinary Shares immediately before such alteration; and
NSA: is the number of Ordinary Shares immediately after such alteration.

5.3.2.2

In the case of an issue of Ordinary Shares by way of a Scrip Dividend where the Current Market Price of such Ordinary Shares exceeds 105.0 per cent of the amount of the Relevant Cash Dividend or the relevant part thereof and which would not have constituted a Capital Distribution, the Fixed Conversion Price shall be adjusted by multiplying the Fixed Conversion Price in accordance with the following formula:

$$
\frac{NCP = OCP \times NSB + NSLD \ (rcot \ / \ cur)}{NSB + NSLD}
$$

where:

NCP: is the new Fixed Conversion Price:
is the old Fixed Conversion Price; OCP:
NSB: is the aggregate number of Ordinary Shares immediately before such alteration:
NSLD: is the aggregate number of Ordinary Shares issued by way of such Scrip Dividend;
RCD: is the Relevant Cash Dividend or the relevant part thereof; and
CMP: is the Current Market Price of the Ordinary Shares issued by way of Scrip Dividend in lieu of the whole, or the relevant part, of the Relevant Cash Dividend.

OR by making such other adjustment as a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, shall certify to the Bondholders is fair and reasonable.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or, if a record date is fixed for such issue, immediately after such record date.

5.3.3

Capital Distribution: If and whenever the Issuer shall pay or make any Capital Distribution (as defined in Condition 5.4.2) to the Shareholders (except where the Fixed Conversion Price falls to be adjusted under Condition 5.3.2.2 above), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

[6067112: 11665848 1]

E I E ORIOTA IN ISSUITE SETE PRESENTIBITATA E I BILBO E I I I Maddocks

$91$

;61 3 9288 0666

$NCP = OCP \times I^{(CMP-FMV)} /_{CMP}$

where:

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

is the new Fixed Conversion Price; NCP:

OCP: is the old Fixed Conversion Price:

is the Current Market Price of one (1) Share on the last Trading Day CMP: preceding the date on which the Capital Distribution is publicly announced; and
is the Fair Market Value, on the date of such announcement, of the FMV: portion of the Capital Distribution attributable to one (1) Share.

Such adjustment shall become effective on the date that such Capital Distribution is made.

When the Capital Distribution is by means of distribution of a cash dividend, only such portion of cash dividend or distribution which exceeds the amounts referred to in Condition 5.4.2.1 (the excess portion) shall be regarded as Capital Distribution and only the excess portion shall be taken into account in the determination of the Fair Market Value of the portion of the Capital Distribution attributable to one (1) Share.

Rights issues of Ordinary Shares or options over Ordinary Shares: If and 5.3.4 whenever the Issuer shall issue Ordinary Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class, by way of rights, options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at less than 95.0 per cent. of the Current Market Price (as defined below) per Share on the last Trading Day preceding the date of the announcement of the terms of such issue or grant, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$$
NCP = OCP \times \frac{NSB + NSLI}{NSB + NSI}
$$

where:

NCP: is the new Fixed Conversion Price;
is the old Fixed Conversion Price; OCP:
is the aggregate number of Ordinary Shares immediately before such NSB: alteration;

is the number of Ordinary Shares which the aggregate amount (if any) NSLI: payable for the Ordinary Shares issued by way of rights or for the options or warrants or other rights issued by way of rights would have obtained had such Ordinary Shares or options or warrants or other rights issued by way of rights been purchased at the Current Market Price per Share at the time of such alteration;

is the aggregate number of Ordinary Shares issued or, as the case may NSI: be, comprised in the issue or grant.

[6067112: 11665848_1]

T I BE ON HIS TO THE UTILISHED GENERAL BUILDING OF A BITCH OF A LIC Maddocks

$45/$ $91$

;61 3 9288 0666

Such adjustment shall become effective on the date of issue of such Ordinary Shares or issue or grant of such options, warrants or other rights (as the case may be).

5.3.5

$25 - 09 - 13$ ; 15:40

Rights issues of other securities: If and whenever the Issuer shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase Ordinary Shares) to all or substantially all Shareholders as a class, by way of rights, or grant to all or substantially all Shareholders as a class, by way of rights, any options, warrants or other rights to subscribe for, or purchase, any securities (other than Ordinary Shares or options, warrants or other rights to subscribe or purchase Ordinary Shares), the Fixed Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x $\binom{(CMP-FMV)}{CMP}$

where:

;Maddocks Lawyers

NCP: is the new Fixed Conversion Price:
OCP: is the old Fixed Conversion Price:
CMP: is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and
FMV: is the Fair Market Value, on the date of such announcement, of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be).

5.3.6

Issues at less than current market price: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 5.3.4) any Ordinary Shares (other than Ordinary Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Ordinary Shares) or issue or grant (otherwise as mentioned in Condition 5.3.4) options. warrants or other rights to subscribe for or purchase Ordinary Shares in each case at a consideration per Share which is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$NCP = OCP \times \left[\frac{(NSB + NS(CMP))}{NSA}\right]$

where:

NCP: is the new Fixed Conversion Price:
OCP: is the old Fixed Conversion Price:
NSB: is the aggregate number of Ordinary Shares immediately before such alteration:
NS (CMP):is the number of Ordinary Shares which the aggregate consideration receivable (as determined under Condition 5.3.11) for the issue of such additional Ordinary Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Ordinary Shares would have obtained had such additional Ordinary Shares or options or

TER TERRITORI I SULSITIONE DE DEL SOCIALI DE DI STATISTICO DE L'ALLI Maddocks

0666

$91$

$;61$ $\Im$ 9288

warrants or other rights been purchased at the Current Market Price per Share at the time of such alteration; and

is the aggregate number of Ordinary Shares immediately after such NSA: alteration.

References to additional Ordinary Shares in the above formula shall, in the case of an issue by the Issuer of options, warrants or other rights to subscribe or purchase Ordinary Shares, mean such Ordinary Shares to be issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional Ordinary Shares or, as the case may be, the grant of such options, warrants or other rights.

Other issues at less than current market price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Condition 5.3.7, the issue by the Issuer or any Subsidiary (otherwise than as mentioned in Conditions 5.3.4, 5.3.5 or 5.3.6 above) or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity of any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Ordinary Shares to be issued by the Issuer upon conversion, exchange or subscription at a consideration per Share which is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities.

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$NCP = OCP \times \left[\frac{(NSB + NS(CMP))}{(NSB + NS(CPP))}\right]$

where:

5.3.7

$-09 - 13$ ; 15:40

;Maddocks Lawyers

is the new Fixed Conversion Price; NCP:

is the old Fixed Conversion Price; OCP:

is the aggregate number of Ordinary Shares immediately before such NSB: alteration;
NS[CMP]: is the number of Ordinary Shares which the aggregate consideration receivable (as determined under Condition 5.3.11) by the Issuer for the Ordinary Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would have obtained had such conversion or exchange or exercise of the right of subscription been effected at the Current Market Price per Share at the time of such alteration; and

NS[ICP]: is the maximum number of Ordinary Shares to be issued had such conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto been effected at the initial conversion or exchange or subscription price or rate.

Such adjustment shall become effective on the date of issue of such securities.

THE LONG OF REQUIREMENT CONTROL Maddocks

0666

$91$

$;61$ $\lvert \cdot \rvert$ 9288

5.3.8

;Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

Modification of rights of conversion etc: Any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Condition 5.3.7 (other than in accordance with the terms applicable to such securities) so that the consideration per Share (for the number of Ordinary Shares available on conversion, exchange or subscription following the modification) is less than 95.0 per cent of the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification.

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$NCP = OCP \times \left[\frac{(NSB + NS[CMP])}{N(SB + NS[FMV])}\right]$

where:

NCP: is the new Fixed Conversion Price:

OCP: is the old Fixed Conversion Price:

NSB: is the aggregate number of Ordinary Shares immediately before such alteration:
NS[CMP]: is the number of Ordinary Shares which the aggregate consideration (if any) receivable (as determined under Condition 5.3.11) by the Issuer for the Ordinary Shares to be issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to the securities (in each case so modified) would have obtained had such conversion or exchange or exercise (in each case so modified) been effected at the Current Market Price per Share at the time of such alteration: and
NS[FMV]: is the maximum number of Ordinary Shares to be issued, or otherwise made available, on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate, but giving credit in such manner as a leading investment bank of international repute selected by the Issuer and approved in writing by the Bondholders (acting as an expert) considers appropriate (if at all) for any previous adjustment under this Condition 5.3.8 or Condition 5.3.7.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

5.3.9

Other offers to shareholders: The issue, sale or distribution by or on behalf of the Issuer or any Subsidiary or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary) any other company, person or entity of any securities in connection with an offer by or on behalf of the Issuer or any Subsidiary or such other company, person or entity pursuant to which offer the Shareholders generally (meaning for these purposes the holders of at least sixty (60) per cent. of the Ordinary Shares outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Fixed Conversion Price falls to be adjusted under Conditions 5.3.4, 5.3.5, 5.3.6 or 5.3.7).

In such an event, the Fixed Conversion Price shall be adjusted in accordance with the following formula:

$$
NCP = OCP \times \left[\frac{(CMP + PW)}{CMP}\right]
$$

113 | ININE IN DERIVATE DE REGIONAL I DI SINE IN 111 Maddocks

3 9288 0666

$;61$

where:

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

NCP: is the new Fixed Conversion Price;

OCP: is the old Fixed Conversion Price;

CMP: is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue is publicly announced; and
FMV: is the Fair Market Value, on the date of such announcement, of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities.

5.3.10 Other events: If the Issuer determines that an adjustment should be made to the Fixed Conversion Price as a result of one or more events or circumstances not referred to in this Condition 5.3, or the Issuer determines that an adjustment made pursuant to this Condition 5.3 is inappropriate or incorrect, the Issuer shall at its own expense request a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to determine as soon as practicable what adjustment (if any) to the Fixed Conversion Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Fixed Conversion Price, and the date on which such adjustment should take effect or if an adjustment is inappropriate and should not be made and upon such determination such adjustment shall be made and shall take effect in accordance with such determination or such adjustment shall not be made (as the case may be) PROVIDED THAT where the circumstances giving rise to any adjustment pursuant to this Condition 5.3 have already resulted or will result in an adjustment to the Fixed Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of circumstances which have already given rise or will give rise to an adjustment to the Fixed Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 5.3 as may be advised by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholder, to be in their opinion appropriate to give the intended result.
5.3.11

Calculation of consideration receivable: For the purpose of any calculation of the consideration receivable pursuant to Conditions 5.3.6, 5.3.7 and 5.3.8.

$\left($ i Issue of Ordinary Shares for Cash; the aggregate consideration receivable in respect of Ordinary Shares issued for cash shall be the amount of such cash, provided that in no case shall any deduction be made for any commission or any expenses paid or incurred by the Issuer for any underwriting of the issue or otherwise in connection therewith.
Issue of Ordinary Shares for Consideration in whole or in part other than $(ii)$ Cash: the aggregate consideration other than cash shall be decreased to be the fair value thereof as determined by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, or if pursuant to the laws of Western Australia such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the accounting treatment thereof.
$(iii)$ Issue of Ordinary Shares on Conversion or Exercise of Securities: (1) the aggregate consideration receivable in respect of the Ordinary Shares to be issued on the conversion or exchange of any securities shall be deemed to

TET E I BAIG LA INDIBUIGIGARIARI ILIBRILA EN LITTLETTE Maddocks

0666

$91$

$\overline{3}$

$;61$

9288

be the consideration received or receivable by the Issuer for any such securities, and (2) the aggregate consideration receivable in respect of the Ordinary Shares to be issued on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Issuer for such securities which is attributed by the Issuer to such rights of subscription or, if no part of such consideration is so attributed or the Bondholders so require by written notice to the Issuer, the Fair Market Value (as defined in Condition 5.4.6 of such rights of subscription as at the date of the announcement of the terms of issue of such securities, plus in the case of each of (1) and (2) above, the additional consideration (if any) to be received by the Issuer upon (and assuming) the conversion or exchange of such securities, or on the exercise of such rights of subscription (the consideration in all such cases to be determined subject to the proviso in Condition (i), and (3) the consideration per Share receivable by the Issuer on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (1) or (2) above (as the case may be) converted into Australian Dollars if such consideration is expressed in a currency other than Australian Dollars at such rate of exchange as may be determined in good faith by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to be the spot rate prevailing at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Ordinary Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate.

5.4 For the purposes of these Conditions:

; Maddocks Lawyers

-09-13;15:40

$5.4.1$ Average Closing Price means the arithmetic average of the closing market price quoted by the ASX for each Trading Day during the Relevant Period.

5.4.2 Capital Distribution means: (i) any distribution of assets in specie by the Issuer for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Ordinary Shares or other securities credited as fully or partly paid (other than Ordinary Shares credited as fully paid by way of capitalisation of reserves) and (ii) any cash dividend or distribution of any kind by the Issuer for any financial period (whenever paid and however described) unless:

$5.4.2.1$ (and to the extent that) in the case of a cash dividend, it does not, on a per Share basis, when taken together with the aggregate of any other cash dividends previously made or paid in respect of the same financial year exceed the greater of (i) three (3) per cent. of the Average Closing Price of one (1) Share during the Relevant Period and (ii) thirty five (35) per cent. of the Issuer's consolidated net profits attributable to Shareholders after deducting minority interests and tax on a per Share basis for the financial year in relation to which such cash dividend is made:

5.4.2.2 (and to the extent that) in the case of a distribution in specie only, it does not, when taken together with the aggregate of the Fair Market Value of any other Dividends previously made or paid in respect of all periods ending after 30 June 2010, exceed the aggregate of the consolidated net profits for such periods (less the aggregate of any consolidated net losses) attributable to Shareholders for all periods ending after 30 June 2010, after deducting minority interests and

BEE INCORD THROUGH AGENCY OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF Maddocks

3 9288 0666

$;61$

preference dividends (if any) but (1) deducting any amounts in respect of any asset previously credited to the Issuer's reserves (in respect of any period or date up to and including 30 June 2010) pursuant to any revaluation of such asset, where amounts arising on the disposal of such asset have contributed to such profits and (2) deducting any exceptional and extraordinary items (and for the avoidance of doubt after excluding any amount arising as a result of any reduction in share capital or capital redemption reserve), but including any profit transferred from any reserve, in each case calculated by reference to the audited consolidated profit and loss accounts for such periods of the Issuer and its Subsidiaries; or

5.4.2.3

it comprises a purchase or redemption of Ordinary Shares by or on behalf of the Issuer (or a purchase of Ordinary Shares by or on behalf of a Subsidiary of the Issuer) where the weighted average price (before expenses) on any one day in respect of such purchases does not exceed the average closing market price of the Ordinary Shares as quoted by the ASX, by more than 5.0 per cent. either (1) for the five (5) Trading Days on which transactions in the Ordinary Shares were recorded preceding the day of the purchase, or (2) where an announcement has been made of the intention to purchase Ordinary Shares at some future date at a specified price, on the Trading Day immediately preceding the date of such announcement (excluding, for the avoidance of doubt, general authority for such purchases given by a Shareholders' meeting of the Issuer, or any notice convening such meeting) and, if in the case of either (1) or (2), the relevant day is not a Trading Day, the immediately preceding Trading Day.

In making any such calculation under this Condition 5.4.2, such adjustments (if any) shall be made as a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, may consider appropriate to reflect (1) any consolidation or subdivision of the Ordinary Shares, (2) issues of Ordinary Shares by way of capitalisation of profits or reserves, or any like or similar event or (3) the modification of any rights to Dividends (as defined in Condition 5.4.5) of Ordinary Shares.

Closing Price for the Ordinary Shares for any Trading Day shall be the average 5.4.3 official closing market price guoted by the ASX for the last ten (10) Trading Days before such Trading Day.
Current Market Price means, in respect of a Share at a particular time on a 5.4.4 particular date, the average of the Closing Prices quoted by the ASX for one (1) Share (being a Share carrying full entitlement to dividend) for the twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding such date; provided that if at any time during the said twenty (20) Trading Day period the Ordinary Shares shall have been quoted ex-dividend and during some other part of that period the Ordinary Shares shall have been quoted cum-dividend then:
if the Ordinary Shares to be issued in such circumstances do not rank $5.4.4.1$ for the dividend in question, the quotations on the dates on which the Ordinary Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the Fair Market Value thereof reduced by an amount equal to the amount of that dividend per Share; or
if the Ordinary Shares to be issued in such circumstances rank for the 5.4.4.2 dividend in question, the quotations on the dates on which the Ordinary Shares shall have been quoted ex-dividend shall for the purpose of this

TË FILINDE I TËRIMISIBILIBEN ENTIMBETI B LUMIN S I I T Maddocks

$91$

3 9288 0666

$;61$

definition be deemed to be the amount thereof increased by such similar amount:

and provided further that if the Ordinary Shares on each of the said twenty (20) Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Ordinary Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend per Share;

and provided further that:

;Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

5.4.4.3 if such Closing Prices are not available on each of the twenty (20) Trading Days during the relevant period, then the arithmetic average of such Closing Prices which are available in the relevant period shall be used (subject to a minimum of two such Closing Prices); and
5.44.4 if only one or no such Closing Price is available in the relevant period. then the Current Market Price shall be determined in good faith by a leading investment bank of international repute (acting as an expert) appointed by the Issuer and approved by the Bondholders in writing.
5.4.5 Dividend means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes, without limitation, an issue of Ordinary Shares or other securities credited as fully or partly paid up) provided that:
5.4.5.1 where a cash Dividend is announced which is to be, or may at the election of a holder or holders of Ordinary Shares be, satisfied by the issue or delivery of Ordinary Shares or other property or assets, then the Dividend in question shall be treated as a Dividend of (a) the cash Dividend so announced or (b) the Current Market Price on the date of announcement of such Dividend of such Ordinary Shares or the Fair Market Value of other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of Ordinary Shares elected therefor, regardless of whether any such election is made) if the Current Market Price of such Ordinary Shares or the Fair Market Value of other property or assets is greater than the cash Dividend so announced:
5.4.5.2 any issue of Ordinary Shares falling within Condition 5.3.2 shall be disregarded.
5.4.6 Fair Market Value means, with respect to any assets, securities, options, warrants or other rights on any date, the fair market value of that asset, security, option, warrant or other right as determined in good faith by a leading investment bank of international repute, selected by the Issuer and approved in writing by the Bondholders, acting as expert; provided that (i) the fair market value of a cash Dividend paid or to be paid per Share shall be the amount of such cash Dividend per Share determined as at the date of announcement of such Dividend; and (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such investment bank) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five (5) trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded.
$5.4.7$ Relevant Period means the period beginning on the 30th Trading Day prior to the record day for the first dividend or distribution, and ending on the Trading Day

[6067112: 11665848_1]

EN EN DIE VEREINIGEN BEGINN DER EINE EINE EINE EINE EINE Maddocks

immediately preceding the record date for the latest dividend or distribution, which when aggregated with any intervening dividends or distributions, causes an adjustment to the Fixed Conversion Price to be made pursuant to Condition 5.3.

Trading Day means a Trading Day as defined in the Listing Rules, provided that, 5.4.8 if no Closing Price is reported in respect of the Ordinary Shares by the ASX or the ASX suspends or halts trading in the Ordinary Shares for one (1) or more consecutive Trading Days, such day or days will be disregarded in any relevant calculation and shall be deemed not to have existed when ascertaining any period of Trading Days.

5.4.9 On any adjustment, the relevant Fixed Conversion Price, if not an integral multiple of one (1) Australian cent, shall be rounded down to the nearest one (1) Australian cent. No adjustment shall be made to the Fixed Conversion Price where such adjustment (rounded down if applicable) would be less than one (1) per cent. of the Fixed Conversion Price then in effect. Any adjustment not required to be made, and any amount by which the Fixed Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment. Notice of any adjustment shall be given to Bondholders in accordance with Condition 17 as soon as practicable after the determination thereof.
The Fixed Conversion Price may not be reduced so that, on conversion of Bonds, 5.4.10 Ordinary Shares would be issued in a manner and at a value not permitted by applicable law.

Where more than one event which gives or may give rise to an adjustment to the 5.4.11 Fixed Conversion Price occurs within such a short period of time that in the opinion of a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by a leading investment bank of international repute (acting as an expert), selected by the Issuer and approved in writing by the Bondholders, to be in their opinion appropriate in order to give such intended result.

No adjustment involving an increase in the Fixed Conversion Price will be made, 5.4.12 except in the case of a consolidation of the Ordinary Shares as referred to in Condition 5.3.1 or to correct an error.
5.4.13 If the Issuer fails to select a leading investment bank when required for the purposes of Condition 5.3, the Bondholders may select such a bank.

5.5 Undertakings

5.5.1 Save as disclosed in the Disclosure Letter issued prior to or on the date of issue of this Bond and save with the prior written approval of the Bondholder, the Issuer hereby irrevocably undertakes that, so long as any Bond remains outstanding or until the Agreement is terminated (whichever is later), it shall:
Availability of Ordinary Shares: make available, free from pre- $5.5.1.1$ emptive or other similar rights, such number of Ordinary Shares as would be required to be issued on conversion of all the Bonds from time to time remaining outstanding and to satisfy in full all other rights of conversion into or exchange or subscription for Ordinary Shares and will ensure that all Ordinary Shares delivered on conversion of Bonds will be duly and validly issued as fully-paid provided always that

TE THE THE CONTINUES OF A REPORT OF THE CONTINUES OF A LITTLE OF A REPORT OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A LITTLE OF A

0666

Maddocks

9288

the Issuer shall not be prohibited from purchasing its Ordinary Shares to the extent permitted by applicable law;

5.5.1.2 Listing: use its best endeavours to maintain admission to the official list of the ASX;

5.5.1.3 Quotation of Ordinary Shares: use its best endeavours to (i) maintain the official quotation by the ASX of all the issued Ordinary Shares for the time being, and (ii) obtain an official quotation by ASX of all the Ordinary Shares issued on exercise of the Conversion Rights on the relevant Conversion Date:

5.5.1.4 No suspension or de-listing: use its best endeavours to ensure that trading in the Ordinary Shares on the ASX is not halted or suspended, and if trading in the Ordinary Shares on the ASX is halted or suspended despite such best endeavours or is required by law, to ensure that the period of such trading halt or suspension (as the case may be) does not exceed 10 consecutive Trading Days:

5.5.1.5 Lodge Disclosure Document: if required by law, ensure that, an Disclosure Document is lodged with the ASIC prior to the lapse of the validity period of any Disclosure Document then lodged with the ASIC. such that there shall at all times during which any Bonds are outstanding be a valid Disclosure Document lodged with the ASIC with respect to the Ordinary Shares;

5.5.1.6 Expenses: pay the expenses of the issue of, and all expenses of obtaining quotation for, Ordinary Shares arising on conversion of the Bonds:

5.5.1.7 Limited issue of Ordinary Shares: not issue or pay up any securities, by way of capitalisation of profits or reserves if, in any such case, it gives rise to (or would give rise to) an adjustment of the Fixed Conversion Price, provided that the Issuer may issue or pay up any security by way of capitalisation of profits or reserves (i) by the issue of fully-paid Ordinary Shares to the Shareholders and other persons entitled to them or (ii) by the issue of Ordinary Shares paid up in full out of profits or reserves in accordance with applicable law and issued in lieu of a cash dividend, subject in each case to the provisions of Condition 5.3;

5.5.1.8 Limited modification of rights: not modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of share capital carrying any rights which are more favourable than the rights attaching to Ordinary Shares but so that nothing in this Condition 5.5.1.8 shall prevent (i) a consolidation or subdivision of the Ordinary Shares, (ii) the issue of Permitted Securities; or (iii) a modification to the rights attaching to the Ordinary Shares which is not, in the opinion of two (2) leading investment banks of international repute, selected by the Issuer and approved by the Bondholders, prejudicial to the interests of the Bondholders, (iv) a modification of rights attaching to the Ordinary Shares where prior thereto the Issuer shall have instructed a firm of accountants or a leading investment bank of international repute (acting as expert) in each case selected by it and approved in writing by the Bondholders to determine what (if any) adjustments should be made to the Fixed Conversion Price as being fair and reasonable to take account thereof and, if so, the new Fixed Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such

$-09 - 13; 15:40$

; Maddocks Lawyers

$\begin{tabular}{|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c$ Maddocks

3 9288 0666

$;61$

case, the date on which such adjustment shall take effect (and so that such adjustment shall be made and shall take effect accordingly);

5.5.1.9

Lawyer

; Maddocks

$25 - 09 - 13$ ; 15:40

Limited grant of rights: procure that no securities (whether issued by the Issuer or any of the other Group Companies) issued without rights to convert into or exchange or subscribe for Ordinary Shares shall subsequently be granted such rights at a consideration per Share which is less than the Current Market Price per Share at close of business on the Trading Day last preceding the date of the announcement of the proposed inclusion of such rights unless the same gives rise (or would, if the adjustment would be one (1) per cent or more of the Fixed Conversion Price then in effect, give rise)(except where such an adjustment is exempted under these Conditions) to an adjustment of the Fixed Conversion Price. For the avoidance of doubt, nothing in this Condition 5.5.1.9 shall prevent the issue of any Permitted Securities;

5.5.1.10 Notice: simultaneously with the announcement of the terms of any issue pursuant to Condition 5.3.6 or 5.3.7 and the announcement of any proposed modification pursuant to Condition 5.3.8 give notice to the Bondholders in accordance with Condition 17 (such notice to be signed by an authorised officer of the Issuer) advising them of the date on which the relevant adjustment of the Fixed Conversion Price is likely to become effective and of the effect of exercising their rights of conversion before then:

5.5.1.11 Director's certificate: if an event happens as a result of which the Fixed Conversion Price may be adjusted pursuant to these Conditions, subject to Condition 5.4.11, as soon as practicable send the Bondholders a certificate signed by any Director or other duly authorised officer of the Issuer, setting out particulars of the event, whether an adjustment to the Fixed Conversion Price falls to be made and, if so, the adjusted Fixed Conversion Price and the date on which such adjustment takes effect, whether an amount fails to be carried forward pursuant to Condition 5.4.9 and if so the amount to be carried forward and in any case setting out such other information as the Bondholders may reasonably require;
5.5.1.12 Extend offer: if an offer is made to all (or as nearly as may be practicable all) Shareholders, other than the offeror or any associate or associates of the offeror, to acquire all or a majority of the issued ordinary share capital of the Issuer, or if any person proposes a scheme with regard to such acquisition, and if such offer comes to the knowledge of the Issuer, give notice of such offer or scheme to the Bondholders at the same time as any notice thereof is sent to the Shareholders (or as soon as practicable thereafter) stating that details concerning such offer or scheme may be obtained from the Issuer and, where such an offer or scheme has been recommended by the Board of Directors of the Issuer or where such an offer has become or been declared unconditional in all respects, use its best endeavours (to the extent permitted under applicable law) to procure that a like offer or scheme is extended to the Bondholders and the holders of any Ordinary Shares issued during the period of the offer or scheme arising out of the Conversion Rights:

5.5.1.13 No reduction of issued share capital: not reduce its issued share capital or any uncalled liability in respect thereof, except pursuant to the terms of issue of the relevant share capital, or by means of a

T I " ON HERE I O ON HERE HERE HERE I TO THE HERE I T Maddocks

55.

$91$

;61 3 9288 0666

purchase or redemption of the share capital which is permitted under Australian law:

5.5.1.14 Closing of register: unless so required by applicable law or regulation or in order to establish a dividend, distribution or other rights attaching to the Ordinary Shares, not close its register of members or take any other action which prevents the transfer of its Ordinary Shares generally and ensure that the Bonds may be converted legally and the Ordinary Shares issued on conversion may (subject to any limitation imposed by law) be transferred (as between transferor and transferee although not as against the Issuer) at all times while the register is closed or such other action is effective, nor take any action which prevents the conversion of the Bonds or the issue of Ordinary Shares in respect of such conversion;

$5.5.1.15$ Consents: if it is a party to any transaction referred to in Condition 10 in which the Issuer is not the continuing entity, use its best efforts to obtain all consents which may be necessary or appropriate under the laws of Australia to enable the continuing entity to give effect to the Conversion Right:

5.5.1.16 Compliance with laws and Conditions:

$(a)$ perform and comply with all rules, regulations and requirements imposed by the ASX in order to maintain its listing on the ASX;
comply with all applicable laws and regulations of Australia and $(b)$ rules and regulations of the ASX, and will procure that each of the Group Companies complies with all applicable laws and regulations, to the extent that any non-compliance may have a Material Adverse Effect; and
$(c)$ perform the Conditions which shall be binding on the Issuer and the relevant Bondholders:
5.5.1.17 Maintain listing and no trading halt or suspension: use its best endeavours to:
$(a)$ maintain the listing of the Ordinary Shares and the validity of the Quotation Approval for the New Ordinary Shares on the ASX; and
ensure that trading in the Ordinary Shares on the ASX is not $(b)$ halted or suspended, provided that if trading in the Ordinary Shares on the ASX is halted or suspended despite such best endeavours, to ensure that the period of such trading halt or suspension (as the case may be) does not exceed ten (10) consecutive Trading Days;
$5.5.1.1$ Convertibles: procure that none of the Group Companies shall allot. or grant any Convertible Securities or agree to allot or grant any Convertible Securities:
$5.5.1.1$ No liquidation: procure that none of the Group Companies shall (a) resolve that it be wound up, (b) have any liquidator, provisional liquidator, judicial manager or provisional judicial manager or other similar officer appointed with respect to that Group Company, (c) have an order by a court of competent jurisdiction for the winding up of any

page 47

$25 - 09 - 13$ ; 15:40

; Maddocks Lawyers

Group Company, (d) enter into any composition for the benefits of its creditors generally and (e) have a receiver or a receiver and manager appointed in relation to the whole, or a substantial part, of the property of any Group Company.

5.6 Notice of change in Conversion Price

The Issuer must give notice to the ASX and the Bondholders in accordance with Condition 17 and the Listing Rules of any change in the Conversion Price. Any such notice relating to a change in the Conversion Price shall set forth the event giving rise to the adjustment, the Conversion Price prior to such adjustment, the adjusted Conversion Price and the effective date of such adjustment.

$5.7$ Adjustment to the Minimum Conversion Price

If the Fixed Conversion Price is adjusted pursuant to any of the provisions under Condition 5.3, the Minimum Conversion Price shall be correspondingly adjusted so as to ensure that the economic value of the Bonds and the rights under this agreement to the Bondholders shall be the same after such adjustment to the Fixed Conversion Price as it was immediately prior to such adjustment. The adjustment to the Minimum Conversion Price shall take effect at the same time as the date on which the corresponding adjustment to the Fixed Conversion Price takes effect. The provisions of Condition 5.3 shall apply mutatis mutandis to any adjustment to the Minimum Conversion Price.

6. Payments

$6.1$ Principal amount

Payment of the principal amount or interest due in respect of any Bond will be made by transfer to the registered account of the Bondholder or by Australian Dollar cheque drawn on a bank in Australia mailed to the registered address of the Bondholder if it does not have a registered account. Payment of principal will only be made after surrender of the relevant Certificate at the specified office of the Registrar.

$6.2$ Registered accounts

For the purposes of this Condition, a Bondholder's registered account means the bank account maintained by or on behalf of it with a bank, details of which appear on the Register at the close of business on the second Business Day before the due date for payment, and a Bondholder's registered address means its address appearing on the Register at that time.

6.3 Fiscal laws

All payments are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to the provisions of Condition 8. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

6.4 Payment initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a Business Day, for value on the first following day which is a Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder) on the due date for payment (or, if it is not a Business Day, the immediately following Business Day) or, in the case of a payment of principal, if later, on the Business Day on which the relevant Certificate is surrendered at the specified office of the Registrar.

6.5 Default interest and delay in payment

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

56,

$91$

LE LE TERRIT DE L'ARCHITECTE DE L'ARCHITECTURE DE L'ARCHITECTURE DE L'ARCHITECTURE DE L'ARCHITECTURE DE L'ARCH Maddocks

$91$

3 9288 0666

$;61$

If the Issuer fails to pay any sum in respect of the Bonds when the same becomes due and payable under these Conditions, interest shall accrue on the overdue sum at the rate of 15 per cent per annum from the due date. Such default interest shall accrue on the basis of the actual number of days elapsed and a 365-day year.

Bondholders will not be entitled to any interest or other payment for any delay in receiving the amount due within five (5) Business Days after the due date if the due date is not a Business Day, if the Bondholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed in accordance with this Condition arrives after the due date for payment.

6.6 Partial payment

If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

7. Redemption, purchase and cancellation

$7.1$ Maturity

Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond at 100 per cent. of its principal amount on the date falling five (5) years after the date of issue of such Bond (the Maturity Date), including any interest payable. The Issuer may not redeem the Bonds at its option prior to that date (but without prejudice to Condition 7).

$7.2$ Maturity notice and announcement

The Issuer shall, at least one (1) month before the Maturity Date, send a notice of expiry to each Bondholder, and shall make an announcement of such expiry as may be required under any applicable laws, regulations or rules of the ASX.

7.3 Redemption for Taxation reasons

At any time the Issuer may, having given not less than thirty (30) nor more than $7.3.1$ sixty (60) days' notice to the Bondholders (which notice shall be irrevocable). redeem all, and not some only, of the Bonds at one hundred (100) per cent of their principal amount plus interest accrued at the rate of six (6) per cent per annum from the date of issue of such Bonds up till the date of expiry of the aforesaid notice, if (i) the Issuer has or will become obliged to pay additional amounts as referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of the Agreement, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Bondholders (a) a certificate signed by two (2) directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer (taking reasonable measures available to it) and (b) an opinion of independent legal or tax advisors of recognised international standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective) and the Bondholders shall be entitled to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders.
Upon the expiry of any such notice, the Issuer will be bound to redeem the Bonds 7.3.2 at their principal amount plus interest accrued at the rate of six (6) per cent per annum from the date of issue of such Bonds up till the date of expiry of the aforesaid notice.

I THE LIGHT OF LIGHT CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CONTROL CO Maddocks

$91$

3 9288 0666

; 61

$7,4$ Redemption at the option of the Bondholders

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

The Issuer will, at the option of the holder of any Bond, redeem all or some of that $7.4.1$ holder's Bonds at any time after the date falling one (1) year from the date of issue of such Bonds as may be notified by that holder (the Put Option Date), at 100% of the principal amount of the Bonds, plus any accrued but unpaid interest. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of the Registrar a duly completed and signed notice (the Put Option Notice) together with the Certificate evidencing the Bonds to be redeemed not later than five (5) days prior to the Put Option Date.
$7.4.2$ The Put Option Notice must specify (a) the number of Bonds to be redeemed; and (b) the relevant Put Option Date.
$7.4.3$ A Put Option Notice, once delivered, shall be irrevocable and may not be withdrawn unless the Issuer consents to such withdrawal, and the Issuer shall redeem the Bonds the subject of a Put Option Notice delivered as aforesaid on the Put Option Date.

7.5 Redemption in the event of Change of Control

$7.5.1$ Following the occurrence of a Relevant Event (as defined in Condition 7.5.4.5), the holder of each Bond will have the right, at such holder's option, to require the Issuer to redeem in whole but not in part such holder's Bonds on the Relevant Event Put Date (as defined below) at one hundred (100) per cent of their principal amount, including any interest. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of the Registrar a duly completed and signed notice of redemption, in the form for the time being current. obtainable from the specified office of the Registrar (Relevant Event Put Exercise Notice) together with the Certificate evidencing the Bonds to be redeemed by not later than thirty (30) days following a Relevant Event, or, if later, thirty (30) days following the date upon which notice thereof is given to Bondholders by the Issuer in accordance with Condition 17. The Relevant Event Put Date shall be the 14th day after the expiry of such period of 30 days as referred to above.
$7.5.2$ A Relevant Event Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which form the subject of the Relevant Event Put Exercise Notices delivered as aforesaid on the Relevant Event Put Date.
$7.5.3$ Not later than seven (7) days after becoming aware of a Relevant Event, the Issuer shall procure that notice regarding the Relevant Event shall be delivered to Bondholders (in accordance with Condition 17) and, if required by the Listing Rules, the ASX stating:
the Relevant Event Put Date; 7.5.3.1
7.5.3.2 the date of such Relevant Event and, briefly, the events causing such Relevant Event:
7.5.3.3 the date by which the Relevant Event Put Exercise Notice must be given;
the redemption amount and the method by which such amount will be 7.5.3.4 paid:
briefly, the Conversion Right and the then current Conversion Price; 7.5.3.5

TET E PORTUGALE DE CONTRADICIONELLE DE LA PARTIE DE LA PARTIE DE LA PARTIE DE LA PARTIE DE LA PARTIE DE LA PAR Maddocks

$91$

3 9288 0666

$;61$

7.5.3.6 the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Relevant Event redemption right or Conversion Right; and
7.5.3.7 that a Relevant Event Put Exercise Notice, once validly given, may not be withdrawn.

7.5.4 For the purposes of this Condition 7:

$25 - 09 - 13$ ; 15:40

; $Maddocks$

Lawyers

7.54.1 Control means the control of more than fifty (50) per cent, of the voting rights of the issued share capital of the Issuer or the legally enforceable right to appoint or remove all or the majority of the members of the Issuer's Board of Directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;

7.5.4.2 a Change of Control occurs when:

$(a)$ any person or persons acting together acquires Control of the Issuer if such person or persons does not or do not have, and would not be deemed to have, Control of the Issuer on the date of the Agreement (the person or persons acting together who does or do have such Control as at such date is called the 'Controlling Shareholder');
$(b)$ the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer's assets to any other person, unless the consolidation, merger, sale or transfer will not result in another person or persons (other than the Controlling Shareholder) acquiring Control over the Issuer or the successor entity; or
one or more other persons (other than the Controlling $(c)$ Shareholder) acquires the legal or beneficial ownership of all or substantially all of the Issuer's total issued and outstanding Capital Stock;
Capital Stock means, with respect to any person, any and all ordinary 7.5.4.3 shares, ownership interests, participation or other equivalents (however designated), including all ordinary shares and all preferred shares which carry voting rights, of such person;
7.5.4.4 a 'person' includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity) but does not include the Issuer's Board of Directors or any other governing board and does not include the Issuer's wholly-owned direct or indirect Subsidiaries; and
7.5.4.5 Relevant Event occurs when there has been a Change of Control of the Issuer.

7.6 Delisting Put Right

7.6.1

In the event the Issuer ceases to be admitted to the official list of the ASX or the Ordinary Shares cease to be quoted by the ASX (a Delisting) each Bondholder shall have the right (the Delisting Put Right), at such Bondholder's option, to require the Issuer to redeem all (but not less than all) of such Bondholder's Bonds on the 20th Business Day after notice referred to under Condition 7.6.2 below has

TELEVISION NEWSFILM IN THE LI Maddocks

$91$

60/

3 9288 0666

$;61$

been given to Bondholders regarding the Delisting or, if such notice is not given, the 20th Business Day after the Delisting (the Delisting Put Date) at one hundred (100) per cent of their principal amount (the Delisting Put Price).

7.6.2 Promptly after becoming aware of a Delisting, the Issuer shall procure that notice regarding the Delisting Put Right shall be given to Bondholders (in accordance with Condition 17) and the ASX stating:

7.6.2.1 the Delisting Put Date;

$25 - 09 - 13$ ; 15:40

Maddocks Lawyers,

7.6.2.2 the date of such Delisting and, briefly, the events causing such Delistina:
7.6.2.3 the date by which the Purchase Notice (as defined below) must be given;
7.6.2.4 the Delisting Put Price and the method by which such amount will be paid:
7.6.2.5 briefly, the Conversion Right and the then current Conversion Price;
7.6.2.6 the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Delisting Put Right or Conversion Right; and
$7.6.2.7$ that a Purchase Notice (as defined below), once validly given, may not be withdrawn.
7.6.3 To exercise its rights to require the Issuer to purchase its Bonds, the Bondholder must deliver a written irrevocable notice of the exercise of such right (a Purchase Notice), to the Registrar on any Business Day prior to the close of business at the location of the Registrar on such day and which day is not less than ten (10) Business Days prior to the Delisting Put Date.
7.6.4 A Purchase Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which are the subject of the Purchase Notices delivered as aforesaid on the Delisting Put Date.

$7.7$ Redemption following exercise of a put option

Upon the exercise of any option specified in Condition 7.3, 7.4 or 7.5, payment of the applicable redemption amount shall be conditional upon delivery of the Bondholder's Certificate (together with any necessary endorsements) to the Registrar on any Business Day together with the delivery of any other document(s) required by these Conditions, and will be made promotly following the later of the date set for redemption and the time of delivery of such Certificate. If the Issuer holds on the Put Date (as defined below) money sufficient to pay the applicable redemption monies of Bonds for which notices have been delivered in accordance with the provisions hereof upon exercise of such right and pays such redemption monies to the relevant Bondholders, then, whether or not such Certificate is delivered to the Registrar, on and after such Put Date, (i) such Bond will cease to be outstanding; (ii) such Bond will be deemed paid; and (iii) all other rights of the Bondholder shall terminate (other than the right to receive the applicable redemption monies). Put Date shall mean the Relevant Event Put Date, the Put Option Date or the Delisting Put Date, as applicable.

$7.8$ Cancellation

[6067112: 11665848_1]

$91$

TE FINITINE E BORN IN BRIEDLINING I E LINEE TE T Maddocks

All Bonds which are redeemed or converted by the Issuer will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar and such Bonds may not be reissued or resold.

7.9 Redemption upon event of default

7.10 The Issuer shall redeem the Bonds by paying the applicable redemption amount to the Bondholders forthwith upon its receipt of a default notice issued by the Bondholders pursuant to Condition 9 below.

7.11 Cancellation

All Bonds which are redeemed or converted in accordance with these Conditions will be cancelled forthwith upon such redemption or conversion (as the case may be), whether or not the Certificates representing such Bonds have been delivered to the Issuer pursuant to such redemption or conversion (as the case may be). Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar and such Bonds may not be reissued or resold.

7.12 Redemption notices

All notices to Bondholders given by or on behalf of the Issuer pursuant to this Condition will be given in accordance with Condition 17, and specify the Conversion Price as at the date of the relevant notice, the Closing Price of the Ordinary Shares (as quoted on the ASX) as at the latest practicable date prior to the publication of the notice, the date for redemption, the manner in which redemption will be effected and the aggregate principal amount of the Bonds outstanding as at the latest practicable date prior to the publication of the notice.

8. Taxation

$8.1$ All payments of principal and interest made by the Issuer will be made free from any restriction or Condition and be made without deduction or withholding for or on account of any present or future taxes, duties, imposts, assessments or governmental charges, deductions or withholdings, of whatever nature imposed, assessed, levied or collected by or on behalf of any Government Authority (Taxes) unless deduction or withholding such Taxes is compelled by law. In such event, the Issuer will pay such additional amounts as will result in the receipt by the Bondholders of the net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required except that no such additional amount shall be payable in respect of any Bond:
$8.1.1$ to a holder (or to a third party on behalf of a holder) who is subject to such Taxes in respect of such Bond by reason of his having some connection with Australia otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond or where the withholding or deduction could be avoided by the holder making a declaration of non-residence or other similar claim for exemption to the appropriate Government Authority which such holder is legally capable and competent of making but fails to do so; or
$8.1.2$ (in the case of a payment of principal) if the Certificate in respect of such Bond is surrendered more than thirty (30) days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of (thirty) 30 days.
82

For the purposes of Condition 8.1, relevant date means the date on which such payment first becomes due.

T T E T BENI EN L'ORITOIRE DES RÉGIONS DE L'UNITENT L'U Maddocks

8.3 References in these Conditions to principal and interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Agreement.

9. Events of default

$9.1$ Holder(s) of Bonds may give notice to the Issuer that the Bonds are, and they shall accordingly thereby become, immediately due and repayable at their principal amount (subject as provided below and without prejudice to the right of Bondholders to exercise the Conversion Right in respect of their Bonds in accordance with Condition 5) if any of the following events has occurred:
$9.1.1$ a default is made by the Issuer in the payment of any principal due in respect of the Bonds within five (5) Business Days after the same shall become due and payable in accordance with these Conditions:
$9.1.2$ failure by the Issuer to pay interest in accordance with Condition 4;
$9.1.3$ failure by the Issuer to issue and deliver the Ordinary Shares within five (5) Business Days after such Ordinary Shares are required to be issued and delivered following conversion of a Bond;
the Issuer does not perform or comply with one or more of its other obligations or $9.1.4$ undertakings in these Conditions or under the Agreement which default is (in the opinion of the Bondholder) incapable of remedy or if, in the opinion of the Bondholders capable of remedy, is not, in the opinion of the Bondholders, remedied within thirty (30) days after written notice of such default shall have been given to the Issuer by the Bondholder;
$9.1.5$ any representation or warranty made or given by the Issuer in the Agreement or these Conditions or any certificate or statement delivered or made thereunder is now or becomes, on or prior to the Conversion Date in respect of the last of the relevant Bonds, incorrect or untrue, or ceases to be correct or true, in any respect considered by the Bondholder to be material;
any necessary Australian approvals and consents (including any governmental, $9.1.6$ regulatory or corporate approvals and consents) for the issue, redemption or conversion of the Bonds being revoked or withdrawn or any Australian governmental or regulatory consent or approval granted or required in connection with the transactions contemplated under the Agreement or these Conditions expires, is not obtained or is suspended, terminated, revoked or withdrawn (in whole or in part), modified, restricted or otherwise fails to remain in full force and effect in any way unacceptable to the Bondholder;
$9.1.7$ if there shall have come to the notice of the Bondholder any event of default set out in Condition 9.1;
$9.1.8$ the Issuer or any Subsidiary is (or is, or would be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts when they fall due, stops, suspends or threatens to stop or suspend, payment of all or a material part of (or of a particular type of) its debts when they fall due, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any material part which it will otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any material part of (or of a particular type of) the debts of the Issuer or any of its Subsidiaries or if any such event occurs in relation to a

TELL THERE I ARENE HERREGERED SHILLER E ENDERE E L'UL Maddocks

63/ $91$

;61 3 9288 0666

Subsidiary, and such event adversely affects the ability of the Issuer to perform or observe its obligations under the Bonds or the Agreement;

9.1.9 (i) any other present or future indebtedness of the Issuer or any of its Group Companies for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to their stated maturity by reason of any actual or potential default, event of default or the like (howsoever described) or such event that with the passage of time or the giving of notice would constitute an event of default, or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (iii) the Issuer or any of the other Group Companies fails to pay when due (after the expiration of any applicable grace period) any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 9.1.9 have occurred equals or exceeds A\$1,000,000 or its equivalent (as reasonably determined on the basis of the middle spot rate for the relevant currency against the Australian Dollar as quoted by any leading bank selected by the Issuer on the day on which such indebtedness becomes due and payable or is not paid or any such amount becomes due and payable or is not paid under any such guarantee or indemnity);

9.1.10 a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer or any of its Subsidiaries, which adversely affects the ability of the Issuer to perform or observe any of its obligations under the Bonds or the Agreement, and is not discharged or stayed within thirty (30) days;
$9.1.11$ an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Issuer or any of its Subsidiaries, or the Issuer or any of its Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations, which cessation or threat is material to the Issuer and its Subsidiaries as a whole, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) not involving insolvency or (ii) which does not adversely affect the ability of the Issuer to perform or observe its obligations under the Bonds or the Agreement;
9.1.12 a mortgagee, chargee or other encumbrancer takes possession of, exercises rights under any security in relation to, or a receiver, receiver and manager, administrator, liquidator, provisional liquidator or officer of the Court is appointed in relation to, the whole or any substantial part of the property, assets or revenues of the Issuer or any of its Subsidiaries (as the case may be) and is not discharged within thirty (30) days;
9.1.13 any material present or future security on or over the assets of the Issuer or any of the other Group Companies in favour of any person becomes enforceable, and any step (including the taking of possession or the appointment of a receiver, manager or similar officer) is taken to enforce that security;
$9.1.14$ the Issuer or any of the other Group Companies shall transfer or otherwise dispose of all or substantially all of its assets to any person, firm or corporation, otherwise than in the case of a reconstruction whether by way of scheme of arrangement or otherwise for which the prior approval of the Bondholders has been obtained:
9.1.15 it is or becomes unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the Bonds or the Agreement;

$25 - 09 - 13$ ; 15:40

;Maddocks Lawyers

TE E TUIMETTÄININ ISIKKUESSA KAINEITA TAIKITTELE T Maddocks

$91$

;61 3 9288 0666

9.1.16

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

any legal, administrative, arbitration or mediation proceedings, suits or actions of any kind whatsoever (whether criminal or civil) shall be instituted by or against the Issuer or any of the other Group Companies which, in the opinion of the Bondholders, will affect the ability of the Issuer or such other Group Companies to repay the amounts payable to the Bondholders, or otherwise affect the ability of the Issuer or any of the Group Companies to perform their respective obligations under the Agreement or these Conditions;

trading in the Ordinary Shares on the ASX is halted or suspended for a period 9.1.17 exceeding ten (10) consecutive Trading Days;
$9.1.18$ the Ordinary Shares are de-listed from the ASX;
the Issuer or any of the other material Group Companies shall cease or threaten 9.1.19 to cease to carry on its business, whether voluntarily or involuntarily;
there shall occur or threaten to occur a Material Adverse Change or any material 9.1.20 change or development involving a prospective material change, in national or international monetary, financial, political or economic Conditions (including any disruption to trading generally, or trading in any securities of the Issuer on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls which would in the Bondholders' view be likely to prejudice materially the assets, business, legal position, financial Condition, liabilities or prospects of the Company or the Group or results of operations of the Company or the Group;
all or a material part of the assets of the Issuer or any of its Subsidiaries are 9.1.21 seized, compulsorily acquired, expropriated or nationalised; and
any event occurs which under the laws of any relevant jurisdiction has an 9.1.22 analogous effect to any of the events referred to in any of the foregoing paragraphs.
9.2 A Bondholder may exercise its Conversion Right by depositing a Conversion Notice and Application Form with the Registrar during the period from and including the date of a default notice with respect to an event specified in Condition 9.1 (at which time the Issuer will notify the Bondholders of the number of Ordinary Shares per Bond to be delivered upon conversion, assuming all the then outstanding Bonds are converted) to and including the 30th Business Day after such default notice. The Conversion Date shall be the Business Day immediately following the date of the Conversion Notice.
If any converting Bondholder deposits a Conversion Notice and Application Form pursuant to 9.3 this Condition 9 on the Business Day prior to, or during, a Closed Period, the Bondholder's Conversion Right shall continue until the Business Day following the last day of the Closed Period, which shall be deemed the Conversion Date, for the purposes of such Bondholder's exercise of its Conversion Right pursuant to this Condition 9.
If the Conversion Right attached to any Bond is exercised pursuant to this Condition 9, the 9.4 Issuer will deliver Ordinary Shares (which number will be disclosed to such Bondholder as soon as practicable after the Conversion Notice and Application Form are given) in accordance with the Conditions, except that the Issuer shall have one (1) Business Day before it is required to register the converting Bondholder (or its designee) in its register of members as the owner of the number of Ordinary Shares to be delivered pursuant to this Condition and an additional one (1) Business Day from such registration date to make payment in accordance with the following paragraph.
9.5 If the Conversion Right attached to any Bond is exercised pursuant to this Condition 9, the Issuer shall, at the request of the converting Bondholder, pay to such Bondholder an amount in Australian Dollars (the Default Cure Amount), equal to the product of $(x)$ (i) the number of

[6067112: 11665848_1]

T T E DI CHINE E DI BERTATI L'ESTIBENTATA L'ON LI TELLUI DE PERIODE L'ESTIBENT A L'ON L'ARTI Maddocks

$91$

3 9288 0666

; 61

Ordinary Shares that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Bondholder minus (ii) the number of Ordinary Shares that are actually delivered by the Issuer pursuant to such Bondholders' Conversion Notice and (y) the Share Price (as defined below) on the Conversion Date; provided that if such Bondholder has received any payment under the Bonds pursuant to this Condition 9, the amount of such payment shall be deducted from the Default Cure Amount.

The 'Share Price' means the Closing Price of the Ordinary Shares as quoted by the ASX on the Conversion Date or, if no reported sales of Ordinary Shares take place on such date, the average of the reported closing bid and offered prices, in either case as reported by the ASX or other applicable securities exchange on which the Ordinary Shares are listed for such day as furnished by a reputable and independent broker-dealer selected from time to time by the Bondholder at the expense of the Issuer for such purpose.

10. Consolidation, amalgamation or merger

; Maddocks Lawyer

The Issuer will not consolidate with, merge or amalgamate into or transfer all or substantially all of its assets to any person (the consummation of any such event, a 'Merger'), unless:

$10.1$ the entity formed by such Merger or the person that acquired such properties and assets shall expressly assume, by a supplemental agreement, all obligations of the Issuer under the Agreement and the performance of every covenant and agreement applicable to it contained therein;
$10.2$ immediately after giving effect to any such Merger, no Event of Default shall have occurred or be continuing or would result therefrom; and
10.3 the entity formed by such Merger, or the person that acquired such properties and assets, shall expressly agree, among other things, to indemnify each holder of a Bond against any Tax payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such Merger with respect to the payment of principal, premium and interest on the Bonds.

11. Enforcement

$-09 - 13; 15:40$

9.6

At any time after the Bonds have become due and repayable after the declaration of an Event of Default, any of the Bondholders may, at its discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce repayment of the Bonds held by such Bondholders and to enforce the provisions of the Agreement.

$12.$ Modification, waiver and substitution

$12.1$ None of the following shall be carried out without the express consent of all the Bondholders:
$12.1.1$ any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders against the Issuer whether or not such rights arise under these Conditions;
$12.1.2$ any exchange or substitution for the Bonds of, or the conversion of the Bonds into, Ordinary Shares, bonds or other obligations or securities of the Issuer or any other entity (other than as a result of the exercise of any Conversion Right);
$12.1.3$ any modification of these Conditions or the Bonds;
$12.1.4$ the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under these Conditions.

TET E CONTRA LA REGIONE INSTRUCCIONALE IN INFLATET LA Maddocks

$91$

;61 3 9288 0666

; Maddocks

Lawyers

$25 - 09 - 13$ ; 15:40

Any certificate or report of any expert or other person called for by or provided to the Bondholders (whether or not addressed to the Bondholders) in accordance with or for the purposes of these Conditions or the Agreement may be relied upon by the Bondholders as sufficient evidence of the facts therein (and shall, in absence of manifest error, be conclusive and binding on all parties) notwithstanding that such certificate or report or engagement letter or other document entered into by the Bondholders or the Issuer in connection therewith contains a monetary or other limit on the liability of the relevant expert or person in respect thereof.

$14.$ Replacement of Certificates

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and such Registrar may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

15. Further issues

Save as contemplated under the Agreement, the Issuer may not, without the consent of the Bondholders, create and issue further bonds having the same terms and conditions as the Bonds in all respects and so that such further issue shall be consolidated and form a single series with the Bonds.

16. Notices

All notices to Bondholders shall be validly given if mailed to them at their respective addresses in the Register maintained by the Registrar.

$17.$ Agents

The name of the Registrar and its specified offices is set out below:

Name: Computershare Investor Services Pty Ltd

Specified Offices: Level 2, 45 St George's Terrance

Facsimile No: +618 9323 2033

Michael Locaso, Senior Relationship Manager, Investor Services Attention:

Email Address:

1300 850 505 or +618 9323 2000 Telephone:

The Issuer reserves the right, at any time to vary or terminate the appointment of the Registrar and to appoint a replacement Registrar. The Issuer will at all times maintain a Registrar in Australia. Notice of any such termination or appointment, of any changes in the specified office of the Registrar and of any change in the identity of the Registrar will be given promptly by the Issuer to the Bondholders in accordance with Condition 17 and in any event not less than forty five (45) days' notice will be given.

18. Indemnification

The Bondholders may rely on any certificate prepared by the directors of the Issuer and accompanied by a certificate or report prepared by an internationally recognised firm of

$91$

LET A DURA E BELINDINARIE DEN HANDEL E FRIHEFE E E Maddocks

accountants pursuant to the Conditions, whether or not addressed to the Bondholders and whether or not the internationally recognised firm of accountants' liability in respect thereof is limited by a monetary cap or otherwise limited or excluded and shall be obliged to so do where the certificate or report is delivered pursuant to the obligation of the Issuer to procure such delivery under the Conditions and any such certificate or report shall be conclusive and binding on the Issuer and the Bondholders.

19. Governing law

The Bonds are governed by, and shall be construed in accordance with, the laws in force in Western Australia. In relation to any claim, legal action or proceeding arising out of or in connection with the Bonds, each of the Bondholders and the Issuer hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia.

BEEFININGEN BELIKULTERE EEN DIE LAND BELIKULTERE DIE LAND BELIKULTERE EEN DIE LAND DIE LAND DIE LAND DIE LAND Maddocks

0666

$91$

68.

;61 3 9288

Conversion Notice

Date:

25-09-13;15:40

Board of Directors South East Asia Resources Limited

;Maddocks Lawyers

Dear Sirs

RE: CONVERSION NOTICE

$1.$ I/We refer to the Bond Subscription Agreement dated [*] 2013 (as the same may from time to time be amended, supplemented or modified) (the Subscription Agreement) between South East Asia Resources Limited ABN 66 009 144 503 and PA Broad Opportunity IV Limited (the Subscriber). Terms defined in the Subscription Agreement shall have the same meaning when used herein.
$2.$ I/We being the registered holder of the Bonds represented by the attached Bond Certificate(s) specified below hereby exercise our Conversion Rights in respect of all of such Bonds in accordance with the TERMS AND CONDITIONS OF THE BONDS set out in the Bond Certificate.
$2.1$ Particulars of Bonds

Bond Certificate Number(s)

Aggregate Principal Amount of Bonds

Conversion Price

$2.2$ Particulars of New Ordinary Shares

Number of New Ordinary Shares to be allotted in connection with this Conversion

1. I/We accept all the fully paid Ordinary Shares in the capital of the Issuer to be issued to us in accordance with the Subscription Agreement and the Terms and Conditions of the Bonds. I/We desire all of such Ordinary Shares to be registered in the name of [.].
In submitting this notice and in exercising its Conversion Right, I/we agree to repeat all the 4. same representations and warranties made in the Agreement (including in Schedule 9 of the Agreement).

Yours faithfully

THE LIBRARY IN MILLET SERVICE IN THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRARY OF THE LIBRA Maddocks

.......................................

Name: ....................................

Title: .................................... For and on behalf of [Bondholder]

enc.

To be completed by the Issuer

We acknowledge receipt of this Conversion Notice. The Conversion Date in respect of the above Bonds is ..................................

....................................... Name: ....................................

Title: ....................................

We repeat all the same representations and warranties made in the Agreement (including in Schedule 8 of the Agreement) as at the Conversion Date.

For and on behalf of South East Asia Resources Limited

T | T BINDIN | BERKHERUS UETRAINEN BINDILE | 1911 \$ 1 | 1 | Maddocks

$91$

;61 3 9288 0666

Schedule 2 On the front:

Form of Certificate

Amount

Common Code

Certificate Number

SOUTH EAST ASIA RESOURCES LIMITED ABN 66 009 144 503 (incorporated in Australia on .) A\$500,000 Redeemable 6% Coupon Convertible Bonds

The Bond or Bonds in respect of which this Certificate is issued, the identifying numbers of which are noted above, are in registered form and form part of a series designated as specified in the title (the Bonds) of South East Asia Resources Limited (the Issuer) and constituted by the Agreement referred to on the reverse of this Certificate. The Bonds are subject to, and have the benefit of, that Agreement and the terms and conditions (the Conditions) set out on the reverse of this Certificate or attached to this Certificate.

The Issuer hereby certifies that [insert registered name ·· ] of [insert registered address ·· ] is, at the date of this Certificate, entered in the register of Bondholders as the holder of Bonds in the principal Australian Dollars). For value received, the Issuer promises to pay amount of A\$[**] ( the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Certificate is issued such amount or amounts as shall become due in respect of such Bonds and otherwise to comply with the Conditions.

The Bonds in respect of which this Certificate is issued are convertible into fully-paid Ordinary Shares in the capital of the Issuer subject to and in accordance with the Conditions and the Agreement.

This Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Certificate is issued.

This Certificate shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

The Certificate is governed by, and shall be construed in accordance with the laws of Western Australia.

EXECUTED by SOUTH EAST ASIA RESOURCES LIMITED ABN 66 009 144 503 in accordance with section 127 of the Corporations Act 2001.
	Director
	Fuil name
$\mathcal{F}$	Director or Company Secretary
	Full name

[6067112: 11665848_1]

$\begin{tabular}{|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c$ Maddocks

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $71/$ $91$

;61 3 9288 0666

Certificate of Authentication ******

Certified that the above-named holder is at the date of this Certificate entered in the register of
Bondholders as holder of the above-mentioned principal amount of Bonds with identifying numbers:

Computershare Investor Services Pty Limited as Registrar By:

;Maddocks Lawyers

Authorised Signatory

Dated:

$25 - 09 - 13$ ; 15:40

$25 - 09 - 13$ ; 15:40 ;Maddocks Lawyers

;61 3 9288 0666

÷.

72/ 91

$\begin{tabular}{|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c$ Maddocks

On the back:

[Terms and Conditions to be inserted]

[6067112: 11665848_1]

$\begin{array}{|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c$ Maddocks

page 65

$73/91$

3 9288 0666

$;61$

REGISTRAR

Computershare Investor Services Pty Ltd

Level 3, 60 Carrington Street, Sydney, NSW 2000, Australia

[6067112: 11665848_1]

ES ET EN TITULE L'A TETRIFITATION DE L'ANTIFICATION E ET EN LE TETRIFITATION DE L'ANTIFICATION EN L'ANTIFICATIO Maddocks

$91$ $74/$

:61 3 9288 0666

Form of Transfer

FOR VALUE RECEIVED the undersigned hereby transfers to

;Maddocks Lawyers

.......................................

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

(Please Print or Type Name and Address of Transferee)

A\$...........principal amount of the Bonds in respect of which this Certificate is issued, and all rights in respect thereof.

All payments in respect of the Bonds hereby transferred are to be made (unless otherwise instructed by the transferee) to the following account:

Name of bank: . . . . . . . . . . . . . . . . . . .

A\$ account number: . . . . . . . . . . . . . . . . . . .

For the account of: .......................................

Please send the new Certificate in respect of the transferred Bonds to the transferee by registered mail to the following address:

.......................................

Dated: . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . Certifying Signature

Name: ....................................

Notes:

$25 - 09 - 13$ ; 15:40

$\mathbf{1}$ A representative of the Bondholder should state the capacity in which he signs, e.g. executor.
$2.$ The signature of the person effecting the transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.
This form and certificate of transfer should be dated as of the date it is deposited with the 3. Registrar.

25-09-13;15:40 ;Maddocks Lawyers ;61 3 9288 0666

$91$ $5/$

TO: LINUREL BRITAINEN THERMINE DI LINURI LI LE Maddocks

Schedule 3 Notice of Request by Subscriber

FORM OF NOTICE OF REQUEST TO BE ISSUED BY THE SUBSCRIBER

[ON THE LETTERHEAD OF THE SUBSCRIBER]

To: South East Asia Resources Limited, 311-313 Hay street, Subiaco, Western Australia 6008

Dear Sirs

BOND SUBSCRIPTION AGREEMENT DATED [*] 2013 (SUBSCRIPTION AGREEMENT) RELATING TO SUBSCRIPTION OF UP TO A\$10,000,000 REDEEMABLE 6% COUPON CONVERTIBLE BONDS OF SOUTH EAST ASIA RESOURCES LIMITED

We hereby notify you that we wish to subscribe for the [.] Subsequent Tranche of [.] Subsequent Bonds, pursuant to clause 3 of the Subscription Agreement. Capitalised terms shall, unless the context otherwise requires, have the same meanings as set out in the Subscription Agreement.

In submitting this notice and in subscribing for Subsequent Bonds, the Subscriber agrees to repeat all the same representations and warranties made in the Agreement (including in Schedule 9 of the Agreement).

Our Subsequent Bonds should, on the Subsequent Completion Date, be issued to the following persons (being ourselves or our Affiliates) in the following proportions:

Name

Principal Amount of Subsequent Bonds

Payment for, and delivery of, the [·] Subsequent Tranche of [·] Subsequent Bonds shall take place on the Subsequent Completion Date pursuant to clause 5 of the Subscription Agreement. The aggregate principal amount of such Subsequent Bonds will be A[.].

Yours faithfully

Name: Designation: For and on behalf of [The Subscriber]

9288 0666

$91$

$;61$ $\mathcal{B}$

Notice of Request by Issuer Schedule 4

FORM OF NOTICE OF REQUEST TO BE ISSUED BY THE ISSUER JON THE LETTERHEAD OF THE ISSUER]

To: [The Subscriber] [address]

; Maddocks Lawyers

Dear Sirs

$25 - 09 - 13$ ; 15:40

BOND SUBSCRIPTION AGREEMENT DATED [*] 2013 (SUBSCRIPTION AGREEMENT) RELATING TO SUBSCRIPTION OF UP TO A\$10,000,000 REDEEMABLE 6% COUPON CONVERTIBLE BONDS OF SOUTH EAST ASIA RESOURCES LIMITED

We hereby notify you of our request that you subscribe for the [.] Subsequent Tranche of [.] Subsequent Bonds, pursuant to clause 3 of the Subscription Agreement. Capitalised terms shall, unless the context otherwise requires, have the same meanings as set out in the Subscription Agreement.

In submitting this notice, we repeat all the same representations and warranties made in the Agreement (including in Schedule 8 of the Agreement).

Payment for, and delivery of, the [.] Subsequent Tranche of [.] Subsequent Bonds shall take place on the Subsequent Completion Date pursuant to clause 5 of the Subscription Agreement. The aggregate principal amount of such Subsequent Bonds will be A\$[.].

Yours faithfully

Name: Designation: For and on behalf of SOUTH EAST ASIA RESOURCES LIMITED

TE EN DISEN DERIGIOS DE SEGUINO DEL BENETITO DEL T Maddocks

$91$

;61 3 9288 0666

Schedule 5 Shareholders Undertaking

This Undertaking is made on [*] 2013 by [*] (the Covenantor), holding [*] Ordinary Shares (as defined in the Subscription Agreement referred to below), or approximately [·] per cent of the Ordinary Shares, of South East Asia Resources Limited (the Issuer), in favour of PA Broad Opportunity IV Limited (the Subscriber), pursuant to the Bond Subscription Agreement dated [•] 2013 and made between the Issuer and the Subscriber (the Subscription Agreement) relating to the issue of the Bonds (as defined below) by the Issuer.

RECITALS:

$25 - 09 - 13$ ; 15:40

А. The Issuer proposes to issue up to A\$10,000,000 in aggregate principal amount of redeemable zero coupon convertible bonds (the Bonds) convertible into the Ordinary Shares of the Issuer.
В. The Covenantor has entered into this Undertaking in relation to the Relevant Ordinary Shares (as defined below) held by it directly (or through nominees) at the date hereof in order to facilitate an orderly issue of the Bonds.

OPERATIVE PROVISIONS:

;Maddocks Lawyers

Terms defined and references construed in the Subscription Agreement shall, except where the context otherwise requires, have the same meaning and construction when used in this Undertaking.

$\mathbf{1}$ The Covenantor hereby confirms that, as at the date hereof, the Covenantor is the legal and beneficial owner of [*] Ordinary Shares (the Relevant Ordinary Shares), representing approximately [•] per cent of all the Ordinary Shares, and will continue to be the legal and beneficial owner of the Relevant Ordinary Shares as at the Initial Completion Date.
$2.$ The Covenantor hereby irrevocably agrees/undertakes with the Company and the Subscriber as follows:
$2.1$ if permitted under the Listing Rules and any applicable laws, vote all of the Relevant Ordinary Shares in favour of each of the resolutions to be proposed at any extraordinary general meeting of the Company pursuant to the Subscription Agreement and at any adjournment thereof:
$2.2$ from the date hereof and for so long as the Covenantor holds any Ordinary Shares, but subject to the Corporations Act 2001, the constitution of the Company, applicable laws and regulations (including the listing requirements of the ASX or of such other stock exchanges on which the securities of the Company are listed) the Covenantor shall vote all of the Relevant Ordinary Shares against any resolution at general meetings of the Company in relation to any Reserved Matter (as listed in Schedule 1 hereto) which has not been approved by the Subscriber; and
$2.3$ not, from the date hereof until the date of the expiry of the Exclusivity Period, directly or indirectly:
$2.3.1$ offer:

2.3.2 sell, transfer, give or otherwise dispose of;

2.3.3 grant any option, right or warrant to purchase in respect of;
2.3.4 charge, mortgage, pledge or otherwise encumber; or
2.3.5 enter into any swap or other arrangement that transfers to another,

3 9288 0666 $;61$

TELE EN BILITATION DE L'ANGLICA DE L'ANGLICA DE L'ANGLICA DE L'ANGLICA DE L'ANGLICA DE L'ANGLICA DE L'ANGLICA Maddocks

in whole or in part, any of the legal, beneficial or economic consequences of ownership of, all or any of the Relevant Ordinary Shares or any interest therein (or enter into any agreement with a view to effecting any of the foregoing); and

$2.4$ not take any action or omit to do any action which would conflict with or diminish the Covenantor's obligations under this Undertaking.
1. The Covenantor hereby represents and warrants to the Subscriber, in the term set out in Schedule 2 hereto. Each representation and warranty shall be true and correct in all material respects as of the date of this Undertaking up to the termination of this Undertaking.
1. Notwithstanding anything in this Undertaking, each representation, warranty and indemnity is severable and will survive each Completion or the termination of this Undertaking.
1. This Undertaking shall come into effect on the date hereof and shall continue to be in force for as long as the Covenantor holds any Ordinary Shares.
1. This Undertaking shall be governed by and construed in accordance with the laws of Western Australia and it is irrevocably agreed for the benefit of the Subscriber that the courts of Western Australia are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Undertaking and that accordingly any suit, action or proceeding arising out of or in connection with this Undertaking (the Proceedings) may be brought in such courts.

This Undertaking has been executed as a deed on the date stated above.

EXECUTED by ## by being signed by those persons who are authorised to sign for the company:
	Director
.	Full name
	Director or Company Secretary
	Full name

FI ^: HUNLITTANIN BIBBBENIN DI ERIKITI I I Maddocks

9288 0666

$91$

$;61$ $\mathrel{\mathop{\mathsf{3}}\nolimits}$

Schedule 1

Reserved Matters

The following shall constitute Reserved Matters:

; Maddocks Lawyers

25-09-13;15:40

$\mathbf{1}$

$3.$

Convertibles: (in the case of any Group Company) the allotment or grant of any Convertible Securities or any agreement to make such an allotment or to grant any Convertible Securities: and

Restrictions on Changes in Share Capital: increase, reduce or otherwise change its issued share capital in any way or enter into any agreement or transaction to do or which could result in any such increase, reduction or change if such increase, reduction or change (as the case may be) would result in the Subscriber's voting power (as calculated in accordance with section 610 of the Corporations Act) in the Issuer increase from 20% or below to more than 20%; and

No Liquidation: (in the case of any Group Company) (a) any resolution that it be wound up, (b) the appointment of any liquidator, provisional liquidator, receiver, receiver and manager, administrator or other similar officer with respect to that Group Company, (c) the procurement of an order by a court of competent jurisdiction for the winding up of any Group Company, (d) the entering into any composition for the benefit of its creditors generally and (e) the appointment of a receiver or a receiver and manager in relation to the whole, or a substantial part, of the property of any Group Company except for any subsidiary or Group Company which has made no contribution to the revenue of the Issuer or any Group Company and has been dormant for the preceding three (3) years.

Schedule 2

Representations and Warranties

Pursuant to clause 3 above, the Covenantor hereby represents and warrants as follows:

1. Authority: the Covenantor has full power and capacity to sign, seal and deliver this Undertaking and to exercise all his rights and perform all his obligations under this Undertaking;
$2.$ Enforceability: this Undertaking constitutes the Covenantor's valid and legally binding obligation, enforceable in accordance with its terms;
Approvals: all action, Conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents from third parties) in order (a) to enable the Covenantor lawfully to enter into, exercise the Covenantor's rights and perform and comply with the Covenantor's obligations under this Undertaking and (b) to ensure that those obligations are valid, legally binding and enforceable have been taken, fulfilled and done;

$\overline{4}$ . No Breach: neither the signing and delivery of the Undertaking nor compliance with the terms and provisions hereof will conflict with, or result in a breach of, (a) any applicable law or regulation, (b) any order, writ, injunction or decree of any court or governmental authority or agency or (c) any agreement or instrument to which the Covenantor is a party or by which the Covenantor is bound;

No Litigation: no litigation, arbitration or administrative proceeding against the Covenantor is current or pending or, to the best of the Covenantor's knowledge, after making all reasonable enquiries, threatened to restrain the entry into, exercise of the Covenantor's rights under or performance or enforcement of or compliance with the Covenantor's obligations under this Undertaking; and

$\begin{smallmatrix}1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&$ Maddocks

Relevant Ordinary Shares: the Covenantor is the legal and beneficial owner of all the
Relevant Ordinary Shares. None of the Relevant Ordinary Shares is held by the Covenantor
as nominee of or on trust for any third party.

$25 - 09 - 13$ ; 15:40 ;Maddocks Lawyers

TELEVISION NUMBER OF STATISTICS. Maddocks

Schedule 6 Certificate

FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE

Date:

[The Subscriber]

Dear Sirs

Pursuant to the Bond Subscription Agreement dated [ $\cdot$ ] 2013 (the Agreement) made between, (1)
South East Asia Resources Limited (the Issuer) and (2) yourselves as Subscriber, I hereby confirm, on behalf of the Issuer, that as at today's date (i) the representations and warranties of the Issuer set forth in the Agreement are accurate and correct in all material respects at, and as if made on, today's date and (ii) the Issuer has performed all of its obligations under the Agreement expressed to be performed on or before today's date.

Yours faithfully For and on behalf of South East Asia Resources Limited

[Name] Director/[Title of authorised officer]

[6067112: 11665848_1]

T I E L'ATHET A BENITIN DIRECTORE DELL'ALL'IN DI LITT Maddocks

0666

$91$

9288

; 61 3

Schedule 7 Covenants

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

Pursuant to clause 4.2.6 above, the Issuer undertakes with the Subscriber that it will not, and will procure that each of its Subsidiaries will not, from the date of this agreement until the Initial Completion Date and for as long as any Bonds are outstanding and from the date of any request pursuant to clause 3.1 until the relevant Subsequent Completion Date:

1. Convertibles: in the case of any Group Company, allot or grant any Convertible Securities or agree to make such an allotment or to grant any Convertible Securities, other than with the approval of the Subscriber; and
$2.$ Restrictions on Changes in Share Capital: increase, reduce or otherwise change its issued share capital in any way or enter into any agreement or transaction to do or which could result in any such increase, reduction or change if such increase, reduction or change (as the case may be) would result in the Subscriber's voting power (as calculated in accordance with section 610 of the Corporations Act) in the Issuer increase from 20% or below to more than 20%; and
1. No liquidation: in the case of any Group Company:
$3.1$ resolve that it be wound up;
$3.2$ have any liquidator, provisional liquidator, receiver, receiver and manager, administrator or other similar officer appointed with respect to that Group Company:
33 have an order by a court of competent jurisdiction for the winding up of any Group Company:
$3.4$ enter into any composition for the benefit of its creditors generally;
35 have a receiver or manager appointed in relation to the whole, or a substantial part, of the property or assets of any Group Company except for any Group Company which has made no contribution to the revenue of the Issuer or any Group Company and has been dormant for the preceding 3 years; and
$\overline{4}$ . No Change to Constitution: in the case of the Issuer, vary the terms of its constitution except with the consent of the Subscriber.

FEED IN A TENNIS IN A SERVER OF A SERVER AND A LITTLE LET Maddocks

0666

83/ $91$

3 9288

$;61$

Schedule 8 Representations and Warranties

Unless the Subscriber is advised to the contrary by the Issuer, the Issuer represents, warrants and agrees with each of the Subscriber on the date hereof and as at each Completion Date (as applicable) that:

$\mathbf{1}$ . each of the Issuer and its Subsidiaries is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation, is not in liquidation or receivership and has full power and authority to own its properties and to conduct its business; and
$2.$ subject to obtaining the Shareholders Approval and the Quotation Approval, the Issuer has full power and authority to enter into and perform its obligations under the Bonds and this agreement:
1. each of the Issuer and its Subsidiaries is lawfully qualified to do business in those jurisdictions in which business is conducted by it:
$\overline{4}$ . as at 30 June 2013:

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

4.1 the Issuer has an issued and paid-up share capital of A\$27,534,309, consisting of 222,202,277 ordinary shares (quoted on ASX), 10,000,000 Class A performance shares (not quoted on ASX) and 110,000,000 Class B performance shares (not quoted on ASX);
4.2 the Issuer has granted 35,000,000 options over unissued ordinary shares (not quoted on ASX); and
4.3 the Issuer has issued the following convertible securities:
$4.1.1$ A\$1,300,000 in aggregate of unsecured convertible notes with a conversion price of A\$0.04, the terms of which are set out in the convertible loan agreement dated 26 June 2013; and
$4.1.2$ an aggregate of A\$400,000 unsecured convertible notes with a conversion price of the lower of A\$0.05 and a price equal to 80% of the five (5) day VWAP immediately prior to the relevant conversion date, the terms of which are set out in convertible Ioan agreements dated 15 November 2010 and 16 January 2012;
save as disclosed in paragraph 4 above and the issued securities in each of the Group $5₁$ Companies that are held by the Issuer or another Group Company, neither the Issuer nor any of the Group Companies has issued any Securities or entered into any agreement or arrangement to issue any Securities or which provides for the present or future issue or allotment of, or confers on any person the right to call for the issue or allotment of, any Securities;
1. this agreement has been duly authorised, executed and delivered by the Issuer and constitutes valid and legally binding obligations of the Issuer subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity:
$\overline{7}$ . subject only to obtaining the Shareholders' Approval and the Quotation Approval, the issue of the Bonds has been duly authorised by the Issuer and, when duly executed, authenticated, issued and delivered, the Bonds will constitute valid and legally binding obligations of the Issuer subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity;
1. the New Ordinary Shares, when issued and delivered in the manner contemplated by the Terms and Conditions and this agreement, will be duly authorised by the Issuer and will be duly and validly issued and fully-paid, will conform in all material respects to the description

TER ET I TODA ET LIBRO DI TABILIBIDADE DE LA CONTRA L'ELLE Maddocks

0666

$;61$ $\ensuremath{\mathsf{3}}$ 9288 $91$

$84/$

of them to be contained in the Disclosure Document (if required by law) and will rank pari passu with the other Ordinary Shares then on issue;

1. all of the currently issued Ordinary Shares have been, and it will use its best endeavours to ensure that all of the New Ordinary Shares will be, when issued, officially quoted by ASX;
$10.$ where the Bonds are converted in accordance with the Terms and Conditions, the New Ordinary Shares will, when issued and delivered in accordance with the Terms and Conditions, be freely transferable, free and clear of all liens, encumbrances, security interests or rights of third parties and will not be subject to calls for further funds;
$11.$ the Issuer has complied with all applicable requirements of the Listing Rules, the Corporations Act and all other laws and regulations in connection with the issue of the Bonds and the New Ordinary Shares;
$12.$ no consent, clearance, approval, authorisation, order, registration or qualification of or with any court, governmental agency or regulatory body having jurisdiction over the Issuer is required and no other action or thing is required to be taken, fulfilled or done for the issue or offer of the Bonds or the consummation of the other transactions contemplated by this agreement, except for those which have been, or will on or prior to the Initial Completion Date be, obtained and are, or will on the applicable Completion Date be, in full force and effect and will not be subject to any conditions which are required to be satisfied prior to the applicable Completion Date and have not been satisfied;
$13.$ the execution and delivery of this agreement and the Bonds, the issue, offer and delivery of the Bonds, the consummation of the transactions contemplated herein and compliance with the terms hereof do not (a) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the constitution of the Issuer, or any indenture, trust deed, mortgage or other agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which it or any of its properties are bound, or (b) infringe any existing applicable law, rule, regulation, judgment, order, authorisation or decree of any government. governmental body or court, domestic or foreign, having jurisdiction over the Issuer or any of its Subsidiaries or any of their material properties or assets or infringe the rules of any stock exchange on which securities of the Issuer are listed;
$14.$ the Bonds (when issued) will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will at all times rank pari passu without any preference among themselves and with all other present and future unconditional, unsecured and unsubordinated obligations of the Issuer other than those preferred by statute or applicable law:
1. if required by law, each Disclosure Document will contain, as at the date of its issue, all information that is required by the relevant requirements of the Corporations Act and will in all respects comply with applicable laws and regulations; without limiting the foregoing, each Disclosure Document will not contain any statements that are misleading or deceptive (including a statement that is taken to be misleading under section 728(2) of the Corporations Act) or any omission of a matter required to be disclosed by Chapter 6D of the Corporations Act; and the Ordinary Shares in the Issuer are 'continuously quoted securities' for the purposes of section 713(1)(a) of the Corporations Act;
1. in all cases where non-compliance could be reasonably expected to give rise to a Material Adverse Effect, each of the Group Companies has complied and is in compliance with all applicable laws and requlations:
$17.$ if required by law, the financial statements of the Group for the past two (2) completed financial years comply in all respects with the relevant requirements of the Corporations Act. and since the immediately preceding completed financial year, there has been no Material Adverse Change;

(6067112: 11665848_1)

; Maddocks Lawyers

$25 - 09 - 13$ ; 15:40

3 9288 0666 $;61$

A BET AND REAL BENINDING ONLY UNDER A POWER UP TO A Maddocks

1. all securities of the Issuer have been duly and validly authorised and issued, are fully paid, free and clear of any lien, charge, Encumbrance, security interest, restriction on voting or transfer or any other claim of any third party;
1. to the best of the Issuer's knowledge and belief, the Issuer and its Subsidiaries have such title to, or the right to use, all properties and all assets necessary to conduct the business now operated by them in each case free from liens, Encumbrances and title defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them which would individually or in the aggregate have a Material Adverse Effect:
1. the Issuer and its Subsidiaries possess adequate approvals, consents, certificates, authorities or permits issued by governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such approval, consent, certificate, authority or permit that, if determined adversely to the Issuer or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect;
$21.$ to the best of the Issuer's knowledge and belief, there are no police, governmental, judicial or regulatory investigations nor any pending actions, suits or proceedings against or affecting the Issuer or any of its Subsidiaries or any of their respective directors or senior management which if determined adversely to the Issuer or any of its Subsidiaries or any of their respective directors or senior management would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer to perform its obligations under this agreement, or which are otherwise material in the context of the issue of the Bonds and no such investigation, actions, suits or proceedings are threatened;
none of the Group Companies has received any notice or other communication (official or 22. otherwise) from any court, tribunal, arbitrator, governmental authority or regulatory body with respect to an alleged, actual or potential violation or failure to comply with any applicable law or regulation, or requiring it to take or omit any action, which will have a Material Adverse Effect:
1. to the best of the Issuer's knowledge and belief, each of the Issuer and its Subsidiaries has in place all material policies of insurance sufficient and customary for the conduct of its businesses as currently operated and for compliance with all requirements of law, such policies are in full force and effect, and all premiums with respect thereto which are due and payable have been paid, and no notice of cancellation or termination has been received with respect to any such policy, and the Issuer and its Subsidiaries have complied in all material respects with the terms and conditions of such policies, except where breach of this provision would not be material in the context of the offering of the Bonds;
1. no Group Company is in default under any document or agreement binding on it or its assets nor has anything occurred which is or would with the giving of notice or lapse of time, directly or indirectly (including by reason of any cross-default provisions), constitute an event of default or similar event (whatever called) under any such document or agreement and none of the indebtedness (actual, accrued, contingent, referred or otherwise) of any Group Company is or becomes repayable or capable of being declared repayable immediately or earlier than the stated repayment date, other than in circumstances which would not have a Material Adverse Effect. No event has occurred which would constitute (after the issue of the Bonds) an event of default under the Bonds or which with the giving of notice or the lapse of time would (after the issue of the Bonds) constitute such an event default;
since 31 December 2012, (a) the business of the Group has been conducted in the ordinary 25. course of business in accordance with sound commercial principles and management and (b) to the best of the Issuer's knowledge and belief, with respect to the Issuer and the Group. taken as a whole, there has been no Material Adverse Change. Neither the Issuer nor any of its Subsidiaries has taken any steps to seek protection pursuant to any insolvency law nor

I ) : I NINH I DENINIER RESENTINO NI S ISANG I I I I Maddocks

does the Issuer have any knowledge or reason to believe that its creditors have initiated or intend to initiate involuntary insolvency proceedings against the Issuer or any of its Subsidiaries:

no Group Company is involved in any material union labour dispute nor, to the knowledge of the Issuer, is any such dispute threatened. The Issuer believes that its relations, and those of its subsidiaries, with its or their employees (as the case may be) are good;
to the best of the Issuer's knowledge and belief, each Group Company (if relevant) owns or possesses adequate rights or licences to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licences, approvals, governmental authorisations, trade secrets and other intellectual property rights necessary to conduct its business as now conducted. None of the Group Company's material trademarks, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licences, approvals, governmental authorisations, trade secrets or other intellectual property rights have expired or terminated, or are expected to expire or terminate in the near future, or are incapable of renewal. The Issuer does not have any knowledge of any infringement by any Group Company of trademarks, trade name rights, patents, patent rights, copyrights, inventions, licences, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim, action or proceeding being made or brought against or, to the Issuer's knowledge, being threatened against, any Group Company regarding trademarks, trade names, patents, patent rights, inventions, copyrights, licences, service names, service marks, service mark registrations, trade secrets or other infringements; and the Issuer is unaware of any facts or circumstances which might give rise to any of the foregoing. The Issuer has taken reasonable security measures to protect the secrecy, confidentiality and value of all of each Group Company's (if relevant) intellectual property rights;
no Group Company has contravened any provision of its constitution, the Corporation Act, the Listing Rules or any other applicable law or regulation (except where compliance has been waived or an exemption granted by a Government Agency) other than in circumstances which would not have a Material Adverse Effect.
each Group Company (a) is in compliance with any and all applicable laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws) in all material respects, (b) has received all permits, licences or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (c) is in compliance with all terms and conditions of any such permit, licence or approval in all material respects. There are no material costs or liabilities (actual, accrued, contingent, deferred or otherwise) required for compliance with Environmental Laws (including, without limitation, any expenses required for clean-up or closure of properties) and there are no potential liabilities to third parties arising from Environmental Laws;
there is no notice, demand, claim, action, suit, inquiry, hearing, proceedings, notice of violation or investigations of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority against or involving any product, substance or material (collectively, a 'Product'), or class of claims or lawsuits involving the same or similar Product produced, distributed or sold by or on behalf of any Group Company;
each Group Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorisations or delegations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with the International Financial Reporting Standards and to maintain asset accountability; (c) access to assets is permitted only in accordance with management's general or specific authorisations or delegations; and

[6067112: 11665848_1]

32.

33.

THE ENDING PERSONAL PROPERTY AND A LITTLE PROPERTY AND A LITTLE PROPERTY AND A LITTLE PROPERTY AND A LITTLE PRO Maddocks

$91$

(d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference:

to the best of the Issuer's knowledge and belief, all material contracts entered into by the Group are valid, binding and enforceable and in full force and effect and there is not any existing breach or other event or matter which would constitute a breach on the part of any Group Company under such agreements. No Group Company has received any notice that any of such material contracts will be terminated or will not be renewed for any reason whatever. No Group Company is subject to any corporate or other legal restriction, or any judgement, decree, order, rule or regulation which has or is expected in the future to have a Material Adverse Effect. No Group Company is a party to any contract or agreement the performance of which is expected to have a Material Adverse Effect:

each Group Company has made or filed all tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all Taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations. There are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Issuer know of no basis for any such claim. To the best of the Issuer's knowledge and belief, full provision has been made in the audited financial statements of the Issuer and the Group (the Financial Statements) for the period ended 30 June 2013 and will be made for all subsequent periods for all tax liable to be assessed on the relevant Group Company in respect of any profits, gains or income, all outstanding or unresolved disputes with the tax authorities in any jurisdiction which may result in additional tax liability and all distributions made to shareholders. To the best of the Issuer's knowledge and belief, full provision for deferred tax, and appropriate recognition for future tax benefits, have been made in the Financial Statements in accordance with applicable generally accepted accounting principles and standards as of the date to which such Financial Statements are drawn and will be so made for all subsequent periods;

the Group has complied with its obligations under Chapter 10 (Transactions with persons in a position of influence) of the Listing Rules and the rules in Chapter 2E (Related Party Transactions) of the Corporations Act;
to the best of the Issuer's knowledge and belief, no Group Company nor any director, officer, 35. agent, employee or other person acting on behalf of any Group Company has, in the course of his or her actions for, or on behalf of, the Issuer or any of its Subsidiaries, used or authorised the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to any political activity, made direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, or made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment to any person or entity;
1. no event has occurred or circumstance arisen which, had the Bonds already been issued. could reasonably be expected to (whether or not with the giving of notice or the passage of time or the fulfilment of any other requirement) constitute an event described under 'Events of Default' under Condition 9.1 in the Terms and Conditions of the Bonds;
1. all information (i) provided in all public announcements or disclosures made to ASX and in the accounts of the Issuer contained in its annual reports issued prior to the date of this agreement, and (ii) supplied or disclosed or confirmed in writing to the Subscriber by the Issuer is true and accurate in all material respects and not misleading in any material respect:
1. all material information relating to the Group which, in the opinion of the directors of the Issuer, is required to be disclosed by the Issuer pursuant to Chapter 3 (Continuous Disclosure) of the Listing Rules, section 674 of the Corporations Act and all other applicable laws and regulations has been publicly disclosed in accordance with the requirements of the Listing Rules, the Corporations Act and those laws and regulations;

$;61$ $\Im$ 9288 0666

TET E A ATTISTE A LA CONTRADE PORTA DE LA TITULA DEL LA TITULA DEL LA TITULA DEL LA TITULA DEL LA TITULA DEL L Maddocks

the Issuer has not entered into any contractual arrangement relating to the offer, sale, distribution or delivery of any Bonds other than this agreement;
the Issuer has provided the Subscriber with all material information requested by the Subscriber or their advisers in the context of the transactions contemplated in this agreement and no information provided to the Subscriber or their respective advisers contains any untrue statement of a material fact or, to the Issuer's best knowledge after making all reasonable enquiries, omits to state a material fact necessary in order to make such information, in the light of the circumstances under which such information was provided or confirmed, not misleading.

[6067112: 11665848_1]

THE CONTROL CONTROL OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET Maddocks

$91$

3 9288 0666

$;61$

Representations and Warranties Schedule 9

The Subscriber represents, warrants and agrees with the Issuer on the date hereof, on each date that the Subscriber subscribes for Bonds, as at each Completion Date in respect of each Tranche, and on each Conversion Date (as applicable), that:

$\ddagger$ . the Subscriber is a limited partnership and validly existing under the laws of its jurisdiction of formation, is not in liquidation or receivership and has full power and authority to own its properties and to conduct its business;
1. the Subscriber has full power and authority to enter into and perform its obligations under the Bonds and this agreement, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it;
1. this agreement has been duly authorised, executed and delivered by the Subscriber and constitutes valid and legally binding obligations of the Subscriber subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity;
1. the Subscriber is able to pay its debts as and when they fall due;
1. to the best of the Subscriber's knowledge and belief, the Subscriber possesses adequate approvals, consents, certificates, authorities or permits issued by governmental agencies or bodies necessary to conduct the business now operated by it and has not received any notice of proceedings relating to the revocation or modification of any such approval, consent, certificate, authority or permit that, if determined adversely to the Subscriber or any of its Subsidiaries, would individually or in the aggregate have a material adverse effect on the business and operations of the Subscriber;
1. to the best of the Subscriber's knowledge and belief, the Subscriber is, in all material respects, compliant with all laws binding on it which are relevant to this agreement and the transactions contemplated under it;
1. the Subscriber confirms that it is aware that the Issuer is subject to the continuous disclosure requirements of ASX or the Corporations Act and that the Disclosure Document (if required by law) has been prepared in accordance with Australian disclosure requirements;
$11.$ the Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a purchase of the Bonds and the Ordinary Shares (Securities) for itself, and has the financial ability to bear the economic risk of the investment in the Securities; and
$12.$ the Subscriber confirms that if it is acquiring any Securities for an account of one (1) or more persons, it has full power and authority to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such person and it will take reasonable steps to ensure that each such person will comply with its obligations herein.

$25 - 09 - 13$ ; 15:40

;Maddocks Lawyers

$\frac{1}{2}\left( \left| \left[ \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\left( \frac{1}{2}\right) \right) \right) \right) \right) \right) \right) \right) \right) \right) \right) \right) \left| \left| \left| \left( \frac{1}{2}\left( \frac{$ Maddoëks

papi II)

;61 3 9288 0666

$#$ 90/ $91$

EXECUTED by the parties

The Subscriber

$25 - 09 - 13$ ; 15:40

PA BROAD OPPORTUNITY IV LIMITED (BVI company number 1784136)

;Maddocks Lawyers

For mid on Limit of PAX Secrety rice Limited
markered Signatorrys)
ne: Jon Le

Tille: Director

$\left{ \right}$

The Issuer

Executed by SOUTH EAST ASIA
RESOURCES LIMITED ABN 66 0009 144
Comorations Asi 2001:
Comorations Asi 2001:

$\frac{1}{2} \frac{1}{2} \left[ \frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \$

indianii ameerika
Print koll namo: والمستنبي بناءتينا signature of Dzechstkompany Serretary.

ाहेनात्मकेनात्मकेनात्मा स्वतं स्वामीनात्मक्तिस्य स्वामीनात्मकर्तुमानान् स्वेदम् निर्माणेन्छु ।
"Prast full raitfid

[8067112: 11565646_1]

$25 - 09 - 13$ ; 15:40 ;Maddocks Lawyers $;$ $\uplus$ $\uparrow$ 3 9288 0666 $\Theta$ 1

$\begin{array}{|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c|c$ Maddocks

EXECUTED by the parties

The Subscriber

PA BROAD OPPORTUNITY IV LIMITED (BVI company number 1784136)

Name: Jon Lewis Title: Director

. . . . . . . . . . .

.................

$\mathcal{E}$

The Issuer

Executed by SOUTH EAST ASIA RESOURCES LIMITED ABN 66 0009 144 503 in accordance with section 127(1) of the Corporations Act 2001:

Signature of Director

b NE rv ál Print full name

Signature of Director/Company Secretary

LUIKE OOKS MARTIMO Print full name

.......................................

[6067112: 11665848_1]

AI assistant

EV RESOURCES LTD — Regulatory Filings 2013

64887_rns_2013-09-24_1f61b568-3dac-4f84-a2c8-783b819cdaa4.pdf

$\pm$ 1 $\pm$ 1 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 $\pm$ 100 Maddocks

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Date 18 / 09 / 2013

Bond Subscription Agreement

$25 - 09 - 13$ ; 15:40 ;Maddocks Lawyers

;61 3 9288 0666

$#$ $7/91$

Contents

$#$ $\mathbf{8}$ / $91$

$\begin{array}{c} \hbox{111111111111111111111111111111111111$ $\bf Maddocks$

Background

R A BI BATHLIE ET RECEILLIGE OBEREGEN LEI IL LEGE TRITIPE O TIET. Maddocks

The Parties Agree

Definitions 1.

T 1 : 1000 E 1 | FENITH REGENERING IN \$ LETTER 1 | 1 Maddocks

THE THUNKIN DIRECTOR OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET OF A SET Maddocks

H I TEALUM I LEADHINN AN DAOINEACH AN DAOINEACH AN DAOINEACH A Maddocks

$2.$ Subscription for the Initial Bonds

$2.1$ Issue and subscription

T I : KATORI I DATUMENTE NORDALI TUEN B LONIN I TULL Maddocks

T I ! THINK IT BENING HEREINING IN DIN T T I I Maddocks

2.2.13 Due diligence: the Subscriber being satisfied with the outcome of its due diligence on the Issuer.

2.3 Satisfaction of conditions precedent

$2.4$ Waiver

Failure to satisfy the conditions precedent 2.5

$3.$ Subscription of the Subsequent Bonds

$3.1$ Issue and subscription

1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 Maddocks

$3.2$ Obligation to subscribe for Bonds

$3.3$ Conditions precedent to subscription of Subsequent Bonds

| Maddocks

TELE BOURDEN DIAMONDEN BRAND HERE BEING A LET Maddocks

$3,4$ Satisfaction of conditions precedent

$3.5$ Waiver

$3.6$ Failure to fulfil the conditions precedent

Undertakings by the Issuer 4.

$4.1$ Implementation

B T BUILDING LA TRADITION DI TRABATION DELLA DIFILITÀ BULL Maddocks

$4.2$ Covenants

4.3 Obligations to Subscriber

Maddocks

4.3.2 the periodic disclosure provisions under Chapter 4 of the Listing Rules.

5. Completion-

$5.1$ Location

$5.2$ Documents for the Subscriber

5.3 Payment

5.4 Termination by the Subscriber

5.5 Termination by the Issuer

TELE SEN HALLE LE DERNIEL HENTERTAALHEN HALLE I DIT HET DE Maddocks

6. Warranties and Representations

$6.1$ Representations and Warranties of the Issuer

6.2 Representations and Warranties of the Subscriber

$6.3$ Reliance

$6.4$ Continuing Warranty

$6.5$ No breach

6.6 Right of termination

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

TETE TIIDIGEET KONINGERISTIINIDESTE LIIDIGEET L Maddocks

6.7 Rights not extinguished

6,8 Rights not extinguished by Completion

6.9 Repetition of Warranties on conversion

7. Indemnity

$7.1$ General Indemnity

$91$

8. Termination

$8.1$ Termination due to delay in Initial Completion

$8.2$ Termination for Event of Default

TEN BERGHADEN IN DER UNTERSTATIGEN BEGINN DER EIN BEHEIT BEI DER EINER EINER EINER EINER EINER EINER EINER EIN Maddocks

ET A RITIS EN REGILITERITE SEGNATIVE EL ETARET I 1 1 1 Maddocks

Termination due to rejection without acceptable reason

$8.4$ Termination for breach or material change

$25 - 09 - 13$ ; 15:40 ; Maddocks Lawyers

8.5 Termination after Final Long-Stop Date

EV RESOURCES LTD Regulatory Filings 2013

T 1 ^: 1000 E 1 | FENITH REGENERING IN \$ LETTER 1 | 1 Maddocks