Asset Sale Agreement (Major P&E)

Asset Sale Agreement (Major P&E) Flinders Operating Services Pty Ltd ACN 094 130 837 as agent for Flinders Power Partnership Vendor [ ] Purchaser Contents 1. Defined terms & interpretation... 1 1.1 Defined terms... 1 1.2 Interpretation... 2 1.3 Illegality... 3 2. Agreement to sell... 3 3. Purchase Price... 3 3.1 Payment of Purchase Price... 3 3.2 Apportionment of Purchase Price... 4 Clayton Utz Lawyers Level 18 333 Collins Street Melbourne VIC 3000 GPO Box 9806 Melbourne VIC 3001 DX 38451 333 Collins VIC Tel +61 3 9286 6000 Fax +61 3 9629 8488 www.claytonutz.com Our reference /18675/80169416 L\317800442.7 Asset Sale Agreement (Major P&E) i

4. Pre-Completion actions... 4 4.1 Access to Site... 4 4.2 Induction and compliance with Site provisions... 4 5. Completion... 4 5.1 Completion... 4 5.2 Taking possession of the Assets... 5 6. Dangerous or hazardous chemicals and other materials... 5 6.1 Acknowledgement... 5 6.2 Discharge... 5 6.3 WHS... 6 7. Title and risk... 6 8. Purchaser's due diligence... 6 8.1 Acknowledgement by Purchaser... 6 8.2 Release... 7 8.3 No bar to Completion... 7 9. Completion conditions... 7 9.1 [Release of securities... 7 9.2 Entitlements if securities not released... 7 10. Obligations to complete... 8 11. Vendor's warranties... 8 12. Indemnity and insurance... 8 12.1 Indemnity... 8 12.2 Insurance... 8 13. Limit on Claims and exclusions... 9 14. Remedies on default... 9 14.1 Default by the Purchaser... 9 14.2 Default by the Vendor... 10 15. Goods and services tax... 10 15.1 Consideration does not include GST... 10 15.2 Gross up of consideration... 10 15.3 Reimbursements... 10 15.4 Calculating consideration... 10 15.5 Tax invoices... 11 15.6 Adjustments... 11 15.7 Interpretation... 11 16. General... 11 16.1 Exclusion of Vienna Convention... 11 16.2 Time of essence... 11 16.3 Costs and stamp duty... 11 16.4 No merger... 12 16.5 Entire agreement... 12 16.6 No assignment... 12 16.7 Counterparts... 12 16.8 Governing law... 12 16.9 Notices... 12 Schedule 1 - Contract Particulars... 13 Schedule 2 - Items to be delivered to the Purchaser at Completion... 14 Schedule 3 Completion Confirmation Notice... 15 L\317800442.7 Asset Sale Agreement (Major P&E) ii

Annexure A Site Access Deed... 17 L\317800442.7 Asset Sale Agreement (Major P&E) iii

Asset Sale Agreement Date Parties Flinders Operating Services Pty Ltd ACN 094 130 837 as agent for Flinders Power Partnership ABN 16 954 006 886 of 168 Greenhill Road, Parkside SA 5063 (Vendor) [ ] ABN [insert] of [insert] (Purchaser) Background A. The Vendor is the owner of certain assets (including major plant and equipment) used in connection with the Northern Power Station and the Playford Power Station, together referred to as the Port Augusta Power Stations, located at Port Augusta, South Australia. B. The Purchaser has offered to purchase and the Vendor has agreed to sell these assets for the consideration and upon the terms and conditions of this Agreement. Operative provisions 1. Defined terms & interpretation 1.1 Defined terms In this Agreement: Agent means the agent set out in Schedule 1. Agent's Commission means the commission set out in Schedule 1. Agreement means this Asset Sale Agreement. Asset Removal Date means the date set out in Schedule 1. Assets means the items listed in Schedule 1. Business Day means any day except a Saturday, Sunday or other public holiday in the State of South Australia. Claim includes any claim, whether for payment of money (including damages) or otherwise: (c) under, arising out of, or in any way in connection with this Agreement; arising out of, or in any way in connection with, the sale of Assets or either party's conduct before this Agreement; or otherwise at law or in equity, including: (i) (ii) by statute; in tort for negligence or otherwise, including negligent misrepresentation; or L\317800442.7

(iii) for restitution. Completion means the settlement of the sale and purchase under clause 5 of this Agreement. Completion Confirmation Notice means the notice to be provided by the Purchaser in the form of Schedule 3. Completion Date means the date set out in Schedule 1 or such other date as may be agreed in writing between the Vendor and the Purchaser. Flinders Power Partnership means Flinders Power Partnership ABN 16 954 006 886 consisting of Flinders Power Holdings GMBH ARBN 094 284 723, Flinders Labuan (No. 1) Ltd ARBN 094 284 812 and Flinders Labuan (No. 2) Ltd ARBN 094 284 769. GST means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intended Use means the intended use set out in Schedule 1. Purchase Price means the purchase price set out in Schedule 1. Removal Point means the point set out in Schedule 1. Site means the two Port Augusta Power Stations known as Northern and Playford located at Port Augusta, South Australia, and their associated area. Site Access Deed means Annexure A. Statutory Requirements means: any law applicable to the parties' performance of their respective rights and obligations under this Agreement, including Acts, ordinances, regulations, by-laws and other subordinate legislation; and any licence, permit, consent, approval, determination, certificate, notice or other requirements of any Commonwealth, State, Territory or local authority, body or other organisation having any jurisdiction in connection with the Site or the activities performed under this Agreement or under any other applicable Statutory Requirement. Vendor's Site Induction Program means the Vendor's online induction program. 1.2 Interpretation The following rules apply unless the context requires otherwise: (c) (d) the singular includes the plural and conversely and a gender includes all genders; if a word or phrase is defined, its other grammatical forms have a corresponding meaning; a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them; a reference to an agreement or document (including, without limitation, a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document; L\317800442.7 Asset Sale Agreement (Major P&E) 2

(e) (f) (g) (h) (i) (j) (k) (l) (m) (n) a reference to a party in this Agreement or another agreement or document includes the parties' successors and permitted substitutes or assigns (and, where applicable, the parties' legal personal representatives); a reference to legislation or to a provision of legislation includes a regulation or statutory instrument issued under it and current at the Completion Date; a reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form; a reference to A$, $A, dollar or $ is to Australian currency; a reference to time is to time in Adelaide, South Australia; the words including and includes, and any variants of those words, will be read as if followed by the words "without limitation"; a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this deed or any part of it; a reference to two or more people means each of them individually and all of them jointly; if a party comprises two or more people then a right given to that party is given to each of them individually and a promise by that party binds each of them individually and all of them jointly; and a reference to a party, clause, Annexure or Schedule is a reference to a party, clause, Annexure or Schedule of or to this Agreement. 1.3 Illegality If any provision contained in this Agreement is ineffective, void, voidable, illegal or unenforceable or if this Agreement would, if a particular provision were not omitted, be ineffective, void, voidable, illegal or unenforceable, that provision will (without in any way affecting the effectiveness, validity, legality, and enforceability of the remainder of the Agreement) be severable and this Agreement will be read and construed and take effect for all purposes as if that provision were not contained in it. 2. Agreement to sell The Vendor agrees to sell and the Purchaser agrees to purchase the Assets for the Purchase Price on the terms of this Agreement. 3. Purchase Price 3.1 Payment of Purchase Price (c) The Purchaser must, at Completion, pay the Purchase Price in accordance with this clause 3.1. All payments by the Purchaser under paragraph must be made in the manner described in the sales invoice issued by the Agent for the Assets, or in such other manner and mode as the Vendor may require. At or prior to Completion, the Purchaser must pay the Agent the Agent's Commission and provide the Vendor with evidence that is has done so. L\317800442.7 Asset Sale Agreement (Major P&E) 3

3.2 Apportionment of Purchase Price The parties agree that the Purchase Price is apportioned between the Assets as detailed in Schedule 1. 4. Pre-Completion actions 4.1 Access to Site Prior to Completion: subject to the Purchaser having signed the Site Access Deed, the Vendor will permit the Purchaser to have access to the Site at such time or times as the Vendor determines (in its absolute discretion); and the Purchaser must attend at the Site at that time or times, for the sole purposes of the Purchaser: (c) (d) inspecting the Assets; and assessing and determining what the Purchaser will need to do and arrange in order to access the Removal Point and remove the Assets from the Site. 4.2 Induction and compliance with Site provisions Before the Purchaser's employees, representatives or other agents are permitted access to the Site: (i) (ii) those persons must complete the Vendor's Site Induction Program to the satisfaction of the Vendor; and the Purchaser must provide the Vendor with a duly executed Site Access Deed. The Purchaser must ensure that all of its employees, representatives and other agents comply with the Site Access Deed at all times that they are present on the Site. 5. Completion 5.1 Completion Completion will take place at the Site (or at such other place as the parties may agree in writing) on the Completion Date. At Completion: (i) the Purchaser will pay the Purchase Price in accordance with clause 3; and (ii) subject to compliance by the Purchaser with any other obligations which are required to be complied with at or before Completion, the Vendor will deliver, or procure that the following are delivered,to the Purchaser: A. possession of the Assets (subject to the Purchaser taking possession of the Assets at the Site in accordance with clause 5.2); L\317800442.7 Asset Sale Agreement (Major P&E) 4

5.2 Taking possession of the Assets B. any documents that are reasonably required to vest the Assets in the Purchaser; C. any keys and security codes to the Assets; D. the original certificates of registration, log books, maintenance records, and manuals in respect of the Assets (as available); E. subject to clause 9, and to the extent required, duly executed releases of any encumbrances over the Assets; and F. any other items specified in Schedule 2. The Vendor will make all necessary arrangements for the dismantling, moving to the Removal Point and loading at the Removal Point of the Assets. Subject to paragraph (e), the Purchaser must fully remove the Assets from the Site: (i) (ii) promptly after loading of the Assets at the Removal Point by (or on behalf of) the Vendor, subject to paragraph (d); and in any case by no later than close of business on the Asset Removal Date. (c) (d) (e) The removal and transportation of the Assets from the Site (whether under paragraph or paragraph (e)) will be at the Purchaser's sole risk and expense and the Purchaser releases and indemnifies the Vendor from all liabilities, expenses, losses, damages and costs that may be suffered or incurred by any person arising out of or in relation to the same. Upon loading of the Assets at the Removal Point, the Purchaser must forthwith sign and provide a Completion Confirmation Notice to the Vendor. If the Purchaser gives the Vendor reasonable prior written notice that it will not be able to remove the Assets from the Removal Point for the purposes of paragraph, then the Vendor may (in its absolute discretion) agree to make alternate arrangements for the removal and transportation of the Assets from the Site on such terms as the Vendor may require. 6. Dangerous or hazardous chemicals and other materials 6.1 Acknowledgement The Purchaser acknowledges that it is aware that the Assets may bear or contain dangerous or hazardous substances, materials or waste which may be, or may become by chemical reaction or otherwise, directly or indirectly, dangerous or hazardous to life, health or property. 6.2 Discharge To the extent permitted by law, the Purchaser discharges and releases the Vendor from any and all liability directly or indirectly resulting from the presence of any dangerous or hazardous substances, materials or waste including any and all liability directly or indirectly resulting from the Vendor's failure to give more specific warnings with respect to the Assets or from the inadequacy of any warnings. L\317800442.7 Asset Sale Agreement (Major P&E) 5

6.3 WHS The parties must, in the performance of their obligations under this Agreement, comply with all Statutory Requirements including: in the case of the Purchaser completing the Vendor's Site Induction Program and executing and otherwise complying with the requirements of the Site Access Deed in accordance with clause 4.2; and in the case of the Vendor providing, or procuring the provision of, all information required to be provided to the Purchaser under the Work Health and Safety Act 2012 (SA) and the Work Health and Safety Regulations 2012 (SA). 7. Title and risk Title to and (subject to clause 5.2(c)) risk in the Assets will pass to the Purchaser upon: loading of the Asset at the Removal Point under clause 5.2; or if alternate arrangements are agreed by the Vendor at the time required by the Vendor as a condition of its agreement under clause 5.2(e). 8. Purchaser's due diligence 8.1 Acknowledgement by Purchaser The Purchaser acknowledges, covenants and agrees with the Vendor that: (c) (d) (e) (f) the Assets are being sold on an 'as is, where is' basis; it has conducted its own independent investigations and analyses of the Assets (including, where an Intended Use is specified for the Assets, with respect to the feasibility of the Intended Use) and all other information (if any) provided by or on behalf of the Vendor or any other person in its evaluation and purchase of the Assets and has formed its own opinion in respect of those investigations and analysis; it has not relied on, or used, any information provided by or on behalf of the Vendor in its evaluation of the Assets or as a promise or forecast of the future; it has inspected the Assets prior to the date of this Agreement and agrees that it is purchasing the Assets with full knowledge of the state and condition of the Assets; no warranty, condition, description or representation as to the state or quality of the Assets or any of them or the fitness or the suitability of the Assets or any of them for any purpose whatsoever or, as to the profitability of any business making use of the Assets, is given by the Vendor or any employees or agents of the Vendor or is to be implied by or from this Agreement nor is to be implied from anything said done or implied prior to the date of this Agreement, and that all or any statutory (to the extent permitted by law) or other warranties, conditions, descriptions or representations expressed or implied as to the state or quality of the Assets or any of them or of the fitness or suitability of the Assets for any purpose whatsoever are expressly excluded; the Vendor makes no representation or warranty that the Assets will be in the same state or condition at Completion as they were in at the time of any previous inspection by the Purchaser or its representatives and the Purchaser acknowledges that, without limitation, the Assets may be subject to fair wear and tear or changes L\317800442.7 Asset Sale Agreement (Major P&E) 6

to their general condition arising out of or in connection with their removal from service; and (g) where an Intended Use is specified for the Assets, it intends to use the Assets for the Intended Use. 8.2 Release To the extent permitted by law, the Purchaser releases the Vendor from, and indemnifies the Vendor against, all Claims whether by the Purchaser or its employees, contractors or agents arising out of or in connection with: (c) (d) the state or quality of the Assets or the fitness or suitability of the Assets for any purpose; any information provided by or on behalf of the Vendor; the Assets or the use of the Assets (whether for the Intended Use or otherwise); and the loading, removal or transportation of the Assets (except to the extent (if any) caused by the wilful misconduct of the Vendor). 8.3 No bar to Completion The Purchaser acknowledges and agrees that none of the matters specified in clause 8.1 may be raised or relied upon by the Purchaser as a bar to Completion. 9. Completion conditions 9.1 [Release of securities The sale and purchase contemplated by this Agreement is subject to the holders of all security interests over all or any of the Assets releasing those items from such security interests at or before Completion. The parties must use their respective reasonable endeavours to have any such security interests released as expeditiously as possible after the date of this Agreement. 9.2 Entitlements if securities not released If the condition referred to in clause 9.1 is not fulfilled, or waived by the Purchaser, at or before the Completion Date then this Agreement may: at the option of the Purchaser (except in the event of default by the Purchaser); or at the option of the Vendor (except in the event of default by the Vendor), be rescinded by giving to the other party notice in writing at which time all moneys (if any) paid by the Purchaser on account of the Purchase Price will be repaid to the Purchaser, and neither the Vendor nor the Purchaser will have any claim against the other under this Agreement either at law or in equity but without prejudice to any rights which each party may have against the other in the event of the other being in default of any express or implied obligation on its part contained in this Agreement.] L\317800442.7 Asset Sale Agreement (Major P&E) 7

10. Obligations to complete The parties must do such acts and execute such deeds and documents as may be required to more effectively give effect to the terms of this Agreement. 11. Vendor's warranties The Vendor warrants to the Purchaser that the Vendor is duly authorised to enter into this Agreement and sell the Assets to the Purchaser on and subject to the terms and conditions of this Agreement. 12. Indemnity and insurance 12.1 Indemnity The Purchaser must indemnify the Vendor from and against all expenses, losses, damages and costs (on a solicitor and own client basis and whether incurred by or awarded against the Vendor) that the Vendor may sustain or incur as a result, whether directly or indirectly, of: any breach of this Agreement by the Purchaser; or any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Purchaser or its employees, contractors or agents or otherwise arising out of or in connection with this Agreement, the Assets, access to the Site or the removal or transportation or use of the Assets (except to the extent (if any) caused by the wilful misconduct of the Vendor). 12.2 Insurance Prior to accessing the Site, the Purchaser must, if requested by the Vendor, provide the Vendor with satisfactory evidence that it has in place valid and enforceable: (i) (ii) (iii) public liability insurance with an insurer acceptable to the Vendor for at least $20 million for each occurrence which covers the Purchaser and its personnel as a named insured and covers their legal liabilities to third parties and each other under this Agreement; workers' compensation insurance and any other insurance that is required to be effected and maintained by any applicable laws in South Australia; and where the Purchaser brings a vehicle onto the Site for the purposes of loading and transporting the Assets from the Site, motor vehicle liability insurance, covering liability for death or personal injury to any person (as required by law), and for loss or damage to third party property (for at least $[insert] per occurrence, which covers the Purchaser and its personnel as a named insured. (c) The Purchaser must, if requested by the Vendor, provide the Vendor with certificates of currency or other documentary evidence satisfactory to the Vendor of all such insurances prior to first accessing the Site. Until the removal of the Assets from the Site is complete, the Purchaser: (i) must maintain and pay all required premiums associated with the insurance policies referred to in paragraph ; and L\317800442.7 Asset Sale Agreement (Major P&E) 8

(ii) must not at any time do or permit or suffer to be done any act, matter or thing which may cause any of the above insurance policies or any part of them to be vitiated or rendered void or voidable. 13. Limit on Claims and exclusions To the extent that the Vendor is liable to the Purchaser for any Claim under or in relation to this Agreement, the maximum liability of the Vendor is limited to the lesser of: (i) the amount of the Purchase Price; and (ii) $5,000,000. The Vendor will not be liable to the Purchaser for any Claim under or in relation to this Agreement upon the expiration of the period which is [24] months after the date of this Agreement. 14. Remedies on default 14.1 Default by the Purchaser Subject to the terms of this Agreement, if for any reason whatsoever (except that due to breach of contract by FPP): (i) (ii) Completion is not achieved at the Completion Date; or the Purchase Price or any other money due to the Vendor under this Agreement is not paid upon the date appointed for payment, the Purchaser must pay interest on the Purchase Price (or on so much of it as from time to time remains unpaid) or the moneys so outstanding at the rate of 10% per annum from the date when that amount became due and payable until payment, and such payment of interest will be in addition and without prejudice to any other rights or legal remedies the Vendor may have by reason of any such default. (c) If any default is made by the Purchaser in the payment of any moneys due and payable under this Agreement, or if the Purchaser fails to comply with all or any of the obligations on its part required to be performed and observed under this Agreement, the Vendor may, without prejudice to any legal rights or remedies the Vendor may have, at any time after the occurrence of such default or failure give to the Purchaser notice in writing of such default requiring such default to be remedied within a period of 5 Business Days from the service of the notice and stating that, unless such default is remedied within that period, the Vendor may determine this Agreement. If such default is not remedied within that period, the Vendor may, without prejudice to any other legal rights or remedies the Vendor may have, determine this Agreement by a further notice in writing to the Purchaser whereupon the Vendor may at its option, either: (i) (ii) retain the Assets and sue the Purchaser for damages for breach of contract; or resell the Assets, together or in lots, either by public auction or private contract, and whether for cash or on credit, and the deficiency (if any) in price upon such resale together with all charges and expenses of and incidental to such resale or attempted resale and the Purchaser's default must immediately (upon written notice of demand from the Vendor) be L\317800442.7 Asset Sale Agreement (Major P&E) 9

14.2 Default by the Vendor made good by the Purchaser under this Agreement, and in the case of non-payment of such deficiency or charges and expenses, the whole (together with interest at the rate of 10% per annum from the date of demand by the Vendor until the date of payment by the Purchaser) will be recoverable by the Vendor (but with the Purchaser receiving credit for any part of the Purchase Price paid). If there is any increase in the net consideration on such resale, the Vendor will be entitled to it. Subject to the terms of this Agreement, if the Vendor defaults under this Agreement and such default is not remedied within 10 Business Days of notice to remedy being given by the Purchaser, the Purchaser may terminate this Agreement. If the Purchaser terminates this Agreement for default by the Vendor, the Vendor will promptly refund to the Purchaser any portion of the Purchase Price that may have been paid by the Purchaser. 15. Goods and services tax 15.1 Consideration does not include GST Unless specifically described in this Agreement as 'GST inclusive', consideration to be paid or provided for a supply made under or in accordance with this Agreement does not include any amount on account of GST. 15.2 Gross up of consideration Where any supply to be made by one party (Supplier) to another party (Recipient) under or in accordance with this Agreement is subject to GST (other than a supply the consideration for which is specifically described in this Agreement as 'GST inclusive'): the consideration payable or to be provided for that supply but for the application of this clause (GST Exclusive Consideration) will be increased by, and the Recipient must pay to the Supplier, an amount equal to the GST payable by the Supplier in respect of that supply (GST Amount); and the Recipient must pay the GST Amount to the Supplier, without set-off, deduction or requirement for demand, at the earlier of: (i) (ii) the time that the GST Exclusive Consideration is payable or to be provided; and the time that the Supplier has to pay the GST in respect of that supply. 15.3 Reimbursements If any payment to be made to a party under or in accordance with this Agreement is a reimbursement or indemnification of, or otherwise calculated by reference to, a loss, cost or expense incurred or to be incurred by that party, then the amount of the payment must be reduced by the amount of any input tax credit to which that party, or the representative member of the GST group of which that party is a member (as the case may be), is entitled in respect of that loss, cost or expense, such reduction to be effected before any increase in accordance with the preceding sub-clause. 15.4 Calculating consideration If the consideration for a supply made under or in accordance with this Agreement is calculated by reference to the consideration for another supply, in performing that calculation, the consideration payable or to be provided for the supply made under or in accordance with L\317800442.7 Asset Sale Agreement (Major P&E) 10

this Agreement excludes any GST that is included in the consideration payable for that other supply. 15.5 Tax invoices Notwithstanding any other provision of this Agreement, the Recipient need not make any payment for a taxable supply made by the Supplier under or in accordance with this Agreement until the Supplier has given the Recipient a tax invoice in respect of that taxable supply. 15.6 Adjustments If an adjustment event arises in respect of a supply made under or in accordance with this Agreement, then: (c) the Supplier must issue an adjustment note to the Recipient within 28 days of becoming aware of the adjustment event; if the Supplier's corrected GST Amount is less than the previously attributed GST Amount, the Supplier must refund the difference to the Recipient within 7 days of issuing the adjustment note; and if the Supplier's corrected GST Amount is greater than the previously attributed GST Amount, the Recipient must pay the difference to the Supplier within 7 days of receiving the adjustment note. 15.7 Interpretation Unless the contrary intention appears, a word or expression used in this clause which is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in this clause. 16. General 16.1 Exclusion of Vienna Convention The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 16.2 Time of essence Any date or period mentioned in this Agreement may be extended by mutual agreement in writing between the Vendor and the Purchaser, but with regard to any date or period (whether or not extended) time will be of the essence, including the time or any period of notice referred to in any notice given pursuant to this Agreement. 16.3 Costs and stamp duty The parties will bear their own costs of and in relation to the negotiation and preparation of this Agreement and any related documents required for the purposes of this Agreement. The Purchaser must pay all stamp duty, government registration fees and taxes payable on or in connection with this Agreement or any transaction contemplated by this Agreement, and on any related documents. L\317800442.7 Asset Sale Agreement (Major P&E) 11

16.4 No merger None of the representations, covenants, agreements, warranties and indemnities contained in this Agreement will merge on completion or be deemed to merge into or be satisfied by payment of the Purchase Price. 16.5 Entire agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and extinguishes any representations, warranties and agreements previously given, made or entered into (including as between the Purchaser and the Agent) other than those contained in this Agreement. No variation of this Agreement will be effective unless in writing signed by (or by some person duly authorised by) each of the parties. 16.6 No assignment A party must not assign or purport to assign any of its rights under this Agreement without the prior written consent of the other party. 16.7 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, and those counterparts will together constitute one and the same instrument. 16.8 Governing law 16.9 Notices This Agreement will be governed and construed in accordance with the laws of the State of South Australia and the parties will submit to the non-exclusive jurisdiction of the Courts of South Australia. Vendor Name: Flinders Operating Services Pty Ltd ACN 094 130 837 as agent for Flinders Power Partnership ABN 16 954 006 886 Address: 168 Greenhill Road PARKSIDE SA 5063 Fax: (08) 8372 8672 Email: For the attention of: Purchaser Name: Address: Fax: Email: For the attention of: L\317800442.7 Asset Sale Agreement (Major P&E) 12

Schedule 1 - Contract Particulars CLAUSE 1 DEFINED TERMS & INTERPRETATION Agent (clause 1.1) Name: Liquidity Services Global Solutions Pty Ltd ABN: 67 118 633 471 Address: Suite 11, 30 English Street, Essendon Fields, Victoria 3043 Contact: Agent's Commission (clause 1.1) Asset Removal Date (clause 1.1) 5% of the Purchase Price Assets (clause 1.1) Asset Description Completion Date (clause 1.1) Intended Use (clause 1.1) Purchase Price (clause 1.1) Removal Point (clause 1.1) Asset $ Intended Use CLAUSE 3 PURCHASE PRICE Apportionment of Purchase Price (clause 3.2) Asset Apportionment L\317800442.7 Asset Sale Agreement (Major P&E) 13

Schedule 2 - Items to be delivered to the Purchaser at Completion Description of Item 1. Vendor s spare parts, maintenance manuals and service history for Unit description serial number as available at Site. L\317800442.7 Asset Sale Agreement (Major P&E) 14

Schedule 3 Completion Confirmation Notice ABN (Purchaser) acknowledges and confirms to Flinders Operating Services Pty Ltd ACN 094 130 837 as agent for Flinders Power Partnership ABN 16 954 006 886 (Vendor) as follows: 1. All the Assets purchased pursuant to the Asset Sale Agreement dated between the Vendor and the Purchaser have been removed from the Vendor's Site and are now in the possession and control of the Purchaser or its authorised agents. 2. The Assets were received by the Purchaser in the general condition they were at Completion, except for fair wear and tear and changes to their general condition arising out of or in connection with their removal from service 3. The Vendor has complied with all of its obligations under the Asset Sale Agreement and the Purchaser has no further claims against the Vendor arising out of or in relation to this Asset Sale Agreement. Dated Purchaser Executed by [ ] in accordance with section 127 of the Corporations Act 2001 (Cth): Signature of director Signature of company secretary/director Full name of director Full name of company secretary/director L\317800442.7 Asset Sale Agreement (Major P&E) 15

Signed as an agreement. Signed for and on behalf of Flinders Operating Services Pty Ltd ACN 094 130 837 as agent for Flinders Power Partnership ABN 16 954 006 886 by its authorised signatory in the presence of: Signature of witness Signature of authorised signatory Full name of witness Full name of authorised signatory Executed by [ ] in accordance with section 127 of the Corporations Act 2001 (Cth): Signature of director Signature of company secretary/director Full name of director Full name of company secretary/director L\317800442.7 Asset Sale Agreement (Major P&E) 16

Annexure A Site Access Deed L\317800442.7 Asset Sale Agreement (Major P&E) 17