Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-045368

Filed: 2026-10-01

Period: 2026-09-28

CIK: 0002068385

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002068385

2026-09-28

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): September 28, 2026

SHARONAI

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

745

Fifth Avenue, Suite 500,

New

York, NY

10151

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (713)

826-6398

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instructions A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Common Stock, $0.0001 par value

SHAZ

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

September 28, 2026, SAI AU No. 1 Pty Ltd and SAI AU No. 3 Pty Ltd (together, the “Borrowers”), each an Australian

proprietary limited company and an indirect wholly owned subsidiary of SharonAI Holdings Inc. (the “Company”), entered

into a syndicated facility agreement (the “Facility Agreement”) with the lenders party thereto (the “Lenders”),

Global Loan Agency Services Australia Specialist Activities Pty Limited, as agent (the “Agent”), and Global Loan Agency

Services Australia Nominees Pty Ltd, as security trustee, providing for senior secured term loan facilities in an aggregate amount

of up to US$356,000,000 (the “Facility”), comprising a Facility A tranche of up to US$150,000,000 and a Facility B

tranche of up to US$206,000,000. The Borrowers’ obligations under the Facility Agreement are guaranteed by the Borrowers’

immediate holding companies, SAI AU SHC No. 1 Pty Ltd and SAI AU SHC No. 3 Pty Ltd, each an indirect wholly owned subsidiary of the Company

(together with the Borrowers, the “Obligors”), and, on a limited and releasable basis as described below, by the Company

pursuant to a guarantee deed poll (the “Guarantee Deed Poll”).

The

proceeds of the Facility will be used to finance and refinance the acquisition and deployment of servers, related CPUs, GPUs, networking

and storage ancillary equipment and related infrastructure, hardware and equipment at contracted data center facilities, together with

required debt service reserves and transaction costs, in each case in support of a customer contract for the provision of GPU compute

capacity.

Availability

and Maturity

The

maturity date for each Facility is the date falling 42 months from the date of first utilization, with each Facility repayable in one

lump sum on such maturity date, subject to mandatory prepayment as described below.

Interest

Rate and Fees

Facility

A bears fixed cash-pay interest, payable monthly in arrears, at an initial rate of 7.25% per annum, increasing up to 9.95% per annum

upon certain dates.

Facility

B bears interest, payable monthly in arrears, at a fixed rate of 9.95% per annum throughout the life of the Facility. Default interest

of an additional 2.00% per annum applies to overdue amounts.

Guarantees

and Security

The

Obligors’ obligations under the Facility Agreement are secured by substantially all of the assets of the Obligors, including general

security deeds over all property (subject to customary protections), share security over 100% of the equity interests in each Borrower

and its immediate holding company, charges over project bank accounts and security assignments over material project contracts (subject

to customary protections). The Company has also entered into the Guarantee Deed Poll, under which the Company guarantees the payment

obligations of the Borrowers under the Facility Agreement, including in respect of both Facility A and Facility B, which guarantee

is subject to automatic release and termination upon the occurrence of certain events. Following the repayment of

Facility A, certain events of default and related representations and undertakings that apply to the Company will cease

to apply, and the financing will become non-recourse to the Company, other than pursuant to a management agreement and intellectual property

license agreement to be entered into by a separate subsidiary of the Company acting as manager.

-2-

Mandatory

Prepayment

The

Facility Agreement contains certain mandatory and voluntary prepayment terms. Additional mandatory prepayments apply from proceeds of asset

disposals, insurance proceeds and certain customer contract termination payments. The Borrowers may also voluntarily prepay either Facility

on prior notice and in minimum amounts, provided that Facility B may only be prepaid after Facility A has been repaid in full. A make-whole

premium applies to voluntary prepayments of Facility B, mandatory prepayments of Facility B from asset disposals or following a change

of control review event, and amounts accelerated in respect of Facility B, in each case during the 18 months following the utilization

date.

Covenants,

Review Events and Events of Default

The

Borrowers must maintain a gross loan-to-value ratio, tested quarterly, that does not exceed certain maximum levels, subject to limited

equity cure rights. The Facility Agreement provides for certain review events, including, among others, (a) a change of control,

being the Company ceasing to beneficially own and control 100% of the voting share capital of the Borrowers, and (b) a default

by a Borrower under the relevant customer contract giving rise to a right to terminate. The Facility Agreement also contains customary events of default, including payment default, breach of the

financial covenant, cross-default, insolvency, material contract defaults and material adverse change, upon the occurrence of which the

Agent may cancel commitments, accelerate all outstanding amounts and enforce the transaction security.

The

foregoing summaries of the Facility Agreement and the Guarantee Deed Poll do not purport to be complete and are qualified in their entirety

by reference to the complete terms of those documents, which are filed as exhibits to this Current Report on Form 8-K.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information described above under Item 1.01 is incorporated into this Item 2.03 by reference.

-3-

Item

7.01 Regulation FD Disclosure.

October 1, 2026, the Company issued a press release announcing the entry into the Facility Agreement. A copy of the press release is

furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The

information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities

Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated

by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1†

Syndicated Facility Agreement, dated September 28, 2026

10.2†

Guarantee Deed Poll, dated September 28, 2026

99.1

Press release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

†

The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K and omitted and/or redacted certain

commercially sensitive terms pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish supplementally a copy of

any omitted schedule, exhibit or redacted information to the Securities and Exchange Commission upon request.

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited

to, statements regarding the expected use of proceeds of the Facility, the expected maturity date and repayment of the Facility, the

expected mandatory prepayment of Facility A from a customer deposit held in escrow upon customer acceptance, the expected release of

the Guarantee Deed Poll upon repayment of Facility A, the expected transition to non-recourse financing following the Facility A Repayment

Date, the expected compliance with the loan-to-value covenant and related step-down schedule, the expected entry into a management agreement

and intellectual property license agreement, and the expected deployment and operation of servers and related infrastructure at contracted

data center facilities. These statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those anticipated, including: the ability of the Borrowers to satisfy the conditions

to utilization under the Facility Agreement; the timing and occurrence of customer acceptance under the relevant customer service orders;

the ability of the Borrowers to comply with the covenants and other terms of the Facility Agreement; changes in market conditions, interest

rates or the regulatory environment; the ability of the Company and its subsidiaries to deploy and operate the servers and related infrastructure

as planned; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including

its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update

or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

-4-

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

SHARONAI

HOLDINGS INC.

By:

/s/

James Manning

Name:

James

Manning

Title:

Chief

Executive Officer

Date:

October 1, 2026

-5-

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE

COMPETITIVE HARM IF PUBLICLY DISCLOSED.

PROJECT

DOLOMITES – SYNDICATED FACILITY AGREEMENT

dated

2026

for

SAI

AU NO.1 PTY LTD and SAI AU NO.3 PTY LTD

Original Borrowers

with

THE

ENTITIES LISTED IN SCHEDULE 2

Original Lenders

with

GLOBAL

LOAN AGENCY SERVICES AUSTRALIA SPECIALIST ACTIVITIES PTY LIMITED

acting

as Agent

GLOBAL

LOAN AGENCY SERVICES AUSTRALIA NOMINEES PTY LTD

acting

as Security Trustee

Mallesons

Level

Governor

Phillip Tower

Farrer Place

Sydney

NSW 2000

Australia

+61 2 9296 2000

www.mallesons.com

Ref:

602-0118462:YC:SKS:SM

CONTENTS

CLAUSE

PAGE

Definitions

and Interpretation

The

Facilities

Purpose

Conditions

of Utilisation

Utilisation

– Loans

Repayment

Prepayment

and Cancellation

Interest

Periods

10.

Fees

11.

Tax

Gross-Up and Indemnities

12.

Increased

costs

13.

Other

Indemnities

14.

Mitigation

by the Finance Parties

15.

Costs

and Expenses

16.

Representations

17.

Information

Undertakings

18.

Financial

covenant

19.

General

Undertakings

20.

Events

of default

21.

Review

Event

22.

Changes

to the Lenders

23.

Changes

to the Obligors

103

24.

Debt

Purchase Transactions

103

25.

Role

of the Agent

106

26.

Conduct

of Business by the Finance Parties

117

27.

Sharing

among the Finance Parties

118

28.

Public

Offer

120

29.

Payment

Mechanics

122

30.

Set-off

125

31.

Notices

125

32.

Calculations

and Certificates

129

33.

Partial

Invalidity

130

34.

Remedies

and Waivers

130

35.

Amendments

and Waivers

130

36.

Instructions

and Decisions

133

37.

Confidentiality

135

38.

Bail-in

provisions

137

39.

Counterparts

139

40.

Indemnities

and Reimbursement

139

41.

General

139

42.

Acknowledgements

140

43.

Governing

law

141

44.

Enforcement

141

SIGNATURE PAGES

142

SCHEDULE

1 THE ORIGINAL GUARANTORS

SCHEDULE

2 THE ORIGINAL LENDERS

SCHEDULE

3 CONDITIONS PRECEDENT

SCHEDULE

4 REQUESTS

SCHEDULE

5 FORM OF TRANSFER CERTIFICATE (CLAUSE 22.6)

SCHEDULE

6 FORM OF COMPLIANCE CERTIFICATE (CLAUSE 17)

SCHEDULE

7 SERVERS DEPRECIATION SCHEDULE

SCHEDULE

8 TIMETABLES

SCHEDULE

9 GREEN LIST

SCHEDULE

10 LENDER NOTICE DETAILS

THIS

AGREEMENT is made between:

(1) SAI

AU No.1 Pty Ltd (ACN 695 330 860) (the “Company”) and SAI AU No.3 Pty

Ltd (ACN 696 633 440) (“SAI 3”) (the Company and SAI 3 being together,

the “Original Borrowers”);

(2) The

entities listed in Schedule 1 as original guarantors (the “Original Guarantors”);

(3) The

entities listed in Part A of Schedule 2 as original lenders (the “Original Lenders”);

(4) GLOBAL

LOAN AGENCY SERVICES AUSTRALIA SPECIALIST ACTIVITIES PTY LIMITED (ACN 635 992 308) (the “Agent”);

(5) GLOBAL

LOAN AGENCY SERVICES AUSTRALIA NOMINEES PTY LTD (ACN 608 945 008) (the “Security

Trustee”);

IS AGREED as follows:

SECTION

INTERPRETATION

1. Definitions

and Interpretation

1.1 Definitions

this Agreement:

“Acceptable

Bank” means:

(a) the

Australia and New Zealand Banking Group Limited, the Commonwealth Bank of Australia, National

Australia Bank Limited or Westpac Banking Corporation; and

(b) any

other bank with a Required Rating.

“Accounts”

means:

(a) each

Operating Account;

(b) the

Debt Service Reserve Account;

Prepayment Account; and

(d) any

other bank account opened by any Borrower with the Security Agent’s consent.

“Account

Bank” means [***] or any other bank or financial institution with whom an Account is maintained, and which is approved

by the Agent (acting on the instructions of the Majority Lenders).

“Account

Bank Deed” means:

(a) the

account bank deed dated on or about the date of this Agreement between the Account Bank,

the Borrowers and the Security Trustee; and

(b) any

other account bank deed in form and substance satisfactory to the Agent (acting on the instructions

of the Majority Lenders).

“Accounting

Principles” means accounting principles and practices applying by law or otherwise generally accepted, and consistently applied,

in Australia, including the Australian equivalent to IFRS.

“Additional

Servers” has the meaning given to that term in Clause 18.2(a)(ii) (Equity Cure).

“Affiliate”

means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding

Company, and, in the case of any limited partnership, any entity (including any other limited partnership) which owns or controls or

is owned or controlled by the first limited partnership or is under common ownership or control with the first limited partnership.

“Anti-Bribery

Laws” has the meaning given to that term in Clause 16.20 (Anti-Bribery and Anti-Money Laundering).

“Anti-Money

Laundering Laws” has the meaning given to that term in Clause 16.20 (Anti-Bribery and Anti-Money Laundering).

“Applicable

Percentage” means, in relation to any prepayment required under Clause 7.6(a)(i) (Excess Cashflow sweep), the percentage

specified in the table below that corresponds to the Gross LTV Ratio as set out in the most recent Compliance Certificate delivered under

Clause 17.4(b) (Compliance Certificate) for the Sweep Period in respect of which the prepayment is to be made, provided that the

Applicable Percentage shall be 100% if, on the relevant prepayment date, a Default is subsisting or if the Monthly Service Levels fall

to or below [***] in respect of any Customer Service Order.

[***]

“Associate”

has the meaning given to it in Section 128F(9) of the Tax Act.

“Australian

Tax” means any Tax assessed, levied, imposed or collected by the Commonwealth of Australia or any Government Agency thereof.

“Australian

Withholding Tax” means any Australian Tax required to be withheld or deducted from any interest or other payment under Division

11A of Part III of the Tax Act or Subdivision 12-F of Schedule 1 to the Tax Act.

“Authorisation”

means:

(a) an

authorisation, consent, approval, resolution, licence, exemption, filing or registration;

(b) in

relation to anything which will be fully or partly prohibited or restricted by law if a Government

Agency intervenes or acts in any way within a specified period after lodgement, filing, registration

or notification, the expiry of that period without intervention or action.

“Authorised

Signatories” means:

(a) in

respect of an Obligor, any director or secretary, or any person from time to time nominated

as an Authorised Signatory by the Borrower or the relevant Obligor by a notice to the Agent

accompanied by specimen signatures of all new persons so appointed and whose identity has

been verified to the satisfaction of the Agent and the other Finance Parties in order to

comply with their respective “know your customer” requirements; and

(b) in

respect of a Finance Party, any person whose title or acting title includes the word “Associate”,

“Attorney” “Chief”, “Counsel”, “Executive”,

“Head”, “Director”, “Manager” or “President”

or cognate expressions, or any secretary or director.

“Availability

Period” means, in relation to each Facility, the period from and including the date of this Agreement to and including the

date falling 1 month after the date of this Agreement.

“Available

Cash” means, for any period, the sum (without duplication) of all amounts (other than Utilisations and Other Proceeds) actually

received by any Borrower in Cash or Cash Equivalent Investments during that period from any customer or counterparty pursuant to the

terms of the Material Contracts.

“Available

Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the

amount of its participation in any outstanding Utilisations under that Facility; and

(b) in

relation to any proposed Utilisation, the amount of its participation in any other Utilisations

that are due to be made under that Facility on or before the proposed Utilisation Date.

“Available

Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in

respect of that Facility.

“Bail-In

Action” has the meaning given in Clause 38 (Bail-In provisions).

“Beneficiary”

has the meaning it has in the Security Trust Deed.

“Borrower”

means an Original Borrower unless, it has ceased to be a Borrower in accordance with Clause 23 (Changes to the Obligors).

“Break

Costs” means, in relation to Facility A, the amount (if any) by which:

(a) interest

which a Lender should have received for the period from the date of receipt of all or any

part of its participation in a Loan or Unpaid Sum to the last day of the current Interest

Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received

been paid on the last day of that Interest Period;

exceeds:

(b) the

amount which that Lender would be able to obtain by placing an amount equal to the principal

amount or Unpaid Sum received by it on deposit for a period starting on the Business Day

following receipt or recovery and ending on the last day of the current Interest Period at

the 1 month Term SOFR rate (set as at the start of the Interest Period).

“Business

Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

(a) Sydney,

New South Wales; and

(b) (in

relation to any date for payment or purchase of an amount relating to a Loan or Unpaid Sum)

New York City; and

relation to any action to be taken by the Lenders under this Agreement) Singapore, Sydney,

New York and Hong Kong.

“Calculation

Date” means each 31 March, 30 June, 30 September and 31 December, commencing with the First Calculation Date.

“Cash”

means, at any time, all cash on hand, short term deposits and other cash equivalents.

“Cash

Equivalent Investments” means at any time:

(a) certificates

of deposit issued by an Acceptable Bank with a maturity of less than 1 year;

(b) bonds,

debentures, stock, treasury bills, notes or any other security issued or guaranteed by:

(i) the

Commonwealth of Australia or any government of any State or Territory of the Commonwealth

of Australia having an equivalent credit rating; or

(ii) the

United States Government,

either case, with a maturity of less than 1 year;

other items generally recognised as cash equivalents under Accounting Principles; and

(d) any

other debt security approved by the Agent (acting on the instructions of the Majority Lenders).

“Change

of Control” means:

(a) Topco

ceases to (directly or indirectly):

(i) Control

the Borrowers or SAI Aus; or

(ii) beneficially

own and control 50.1% of the voting share capital of the Borrowers or SAI Aus; or

(b) SAI

AU SHC No 1 Pty Ltd (ACN 697 385 541) ceases to beneficially own and control 100% of the

voting share capital of the Company; or

AU SHC No.3 Pty Ltd (ACN 697 385 881) ceases to beneficially own and control 100% of the

voting share capital of SAI 3.

[***]

“Code”

means the US Internal Revenue Code of 1986.

“Commitment”

means a Facility A Commitment or a Facility B Commitment.

“Compliance

Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

“Confidential

Information” means all information relating to the Company, any Obligor, the Finance Documents or a Facility of which a Finance

Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation

to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) Topco

or any of its Subsidiaries or any of their advisers; or

(b) another

Finance Party, if the information was obtained by that Finance Party directly or indirectly

from the Topco or any of its Subsidiaries or any of their advisers,

whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording

information which contains or is derived or copied from such information but excludes:

(i) information

that:

(A) is

or becomes public information other than as a direct or indirect result of any breach by

that Finance Party of Clause 37 (Confidentiality);

(B) is

identified in writing at the time of delivery as non-confidential by any Obligor or any of

its advisers; or

known by that Finance Party before the date the information is disclosed to it in accordance

with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that

date, from a source which is, as far as that Finance Party is aware, unconnected with the

Obligors and which, in either case, as far as that Finance Party is aware, has not been obtained

in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any

Funding Rate.

“Confidentiality

Undertaking” means a confidentiality undertaking in a form recommended by the APLMA from time to time or in any other form

agreed between the Company and the Agent.

“Consolidated

Group” means a consolidated group or MEC group, each as defined in section 995-1 of the Tax Act.

“Control”

has the meaning given in s50AA of the Corporations Act.

“Core

Business” means:

(a) the

provision of the Services, establishment and management of the Project, and the entry into

and performance of the Material Contracts and the Finance Documents; and

(b) any

activity necessary or incidental to the above.

“Corporations

Act” means the Corporations Act 2001 (Cth).

“Costs”

includes costs, charges and expenses.

“Customer”

means each of:

(a) [***];

and

(b) any

other customer under a Customer Contract.

“Customer

Acceptance Date” means the date on which “Acceptance” has been provided by the Customer under Customer Service

Order 2 in accordance with Schedule 3 (Delivery & Acceptance) of the Customer MSA.

“Customer

Contracts” means:

(a) the

Customer MSA;

(b) each

Customer Service Order; and

other document which the Agent and the Company agree is a Customer Contract.

“Customer

Deposit” means [***].

[***]

“Customer

MSA” means the Master Service Agreement dated [***] entered into between the Company and the Customer.

[***]

“Customer

Service Order” means:

(a) Customer

Service Order 1;

(b) Customer

Service Order 2;

Service Order 3;

(d) Customer

Service Order 4;

(e) Customer

Service Order 5; and

(f) any

other document which the Agent and the Company agree is a Customer Service Order.

“Customer

Service Order 1” means Service Order 1 dated [***] between the Company and the Customer, entered into pursuant to the Customer

MSA.

“Customer

Service Order 2” means Service Order 2 dated [***] between the Company and the Customer, entered into pursuant to the Customer

MSA.

“Customer

Service Order 3” means Service Order 3 dated [***] between the Company and the Customer, entered into pursuant to the Customer

MSA.

“Customer

Service Order 4” means Service Order 4 to be entered into between the Company and the Customer, pursuant to the Customer MSA,

for [***], as requested by the Customer prior to the date of this Agreement.

“Customer

Service Order 5” means Service Order 5 to be entered into between the Company and the Customer, pursuant to the Customer MSA,

for [***], as requested by the Customer prior to the date of this

Agreement.

“Customer

Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, the Company

and the Customer in relation to the Customer Contracts.

“Data

Protection Laws” means, collectively, all applicable federal, state, provincial, local or foreign Laws, ordinances, regulations,

rules, codes, orders, judgments or other legally binding requirements or rules of Law that relate to the collection, handling, possession,

processing, sale, transmission or use of personal data or personal information, including, to the extent applicable to the business of

Borrower, the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and repealing

Directive 95/46/EC), and the Privacy Act 1988 (Cth).

“DC

Contracts” means:

(a) the

DC MSA;

(b) the

DC Service Orders;

other document which the Agent and the Company agree is a DC Contract.

“DC

MSA” means the Master Services Agreement dated 1 November 2022 between the DC Operator and SAI Aus (as novated from [***] to

SAI Aus on or around 21 November 2024), solely as it relates to the DC Service Orders.

“DC

Operator” means each of:

(a) [***];

and

(b) any

other person who becomes a provider of data centre space and/or facilities under a DC Contract.

“DC

Service Orders” means:

(a) the

Service Order [***] for Data Centre Facility [***] with a power capacity of

[***] issued pursuant to the DC MSA;

(b) the

Service Order [***] for Data Centre Facility [***] with a power capacity of

[***] issued pursuant to the DC MSA;

Agreement to Service Order [***] dated 23 September 2026;

(d) Variation

Agreement to Service Order [***] dated 23 September 2026; and

(e) any

other service order which the Agent and the Company agree is a DC Service Order.

“DC

Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, each

Borrower and the DC Operator in relation to the DC Contracts.

“Debt

Purchase Transaction” means, in relation to a person, a transaction where such person:

(a) acquires

by way of assignment, novation or transfer;

(b) enters

into any sub-participation in respect of; or

into any other agreement or arrangement having an economic effect substantially similar to

a sub-participation in respect of, or allowing it to control the exercise of rights relating

to,

any

Commitment or amount outstanding under this Agreement.

“Debt

Service Reserve Account” means the interest bearing account held with the Account Bank referred to as the “Debt Service

Reserve Account – USD” and established in accordance with Clause 19.8 (Bank accounts).

[***]

“Default”

means an Event of Default or a Potential Event of Default.

“Defaulting

Finance Party” means any Finance Party (other than a Lender which is a Topco Affiliate):

(a) which

(in any capacity) has failed to make a payment when due under this Agreement or has notified

a Party that it will not make such a payment, except where:

(i) its

failure to pay is caused by:

(A) administrative

or technical error; or

(B) a

Disruption Event; and

payment

is made within 5 Business Days of its due date; or

(ii) the

Finance Party is disputing in good faith whether it is contractually obliged to make the

payment in question;

(b) which

is subject to Bail-In Action;

(in any capacity) has otherwise rescinded or repudiated a Finance Document;

(d) which:

(i) is

or is adjudicated to be insolvent;

(ii) applies

or resolves to be wound up, given protection against creditors or placed in bankruptcy or

any analogous process; or

(iii) is

subject to the appointment of a liquidator, administrator, manager, trustee in bankruptcy

or any analogous process, other than via an Undisclosed Administration.

“[***]”

means [***].

“[***]

Purchase Order” means [***].

“Disposal”

means a sale, lease, licence, transfer or other disposal by a person of any asset, undertaking or business (whether by a voluntary or

involuntary single transaction or series of transactions).

“Disposal

Proceeds” means the consideration received by any Obligor (including any amount received in repayment of intercompany debt)

in relation to any Disposal permitted to be made by an Obligor pursuant to paragraphs (c) (obsolete/redundant assets), (e) (compulsory

acquisition) (to the extent not directed to be applied otherwise by the relevant Government Agency) and, to the extent required by

the Agent (acting on the instructions of the Majority Lenders) as a condition of its consent, (h) (Agent’s consent) of the

definition of Permitted Disposal, in each case, of an asset exceeding [***], after deducting:

(a) any

costs and expenses which are reasonably incurred and on arm’s length basis by any Obligor

with respect to that Disposal and payable to persons who are not Obligors or Topco Affiliates

(except to the extent such amounts are reimbursements for costs and expenses paid by Topco

Affiliates to persons who are not Obligors or Topco Affiliates);

(b) any

Tax applicable on or to any gain resulting in connection with that Disposal (as reasonably

determined by the Company, on the basis of existing rates and taking account of any available

credit, deduction or allowance); and

amount to be retained to cover anticipated liabilities reasonably expected to arise as a

result of that Disposal (provided that the amount of any subsequent reduction of such retention

will be deemed to be Disposal Proceeds on the date of such reduction).

“Distribution

Account” means the interest bearing account established by the Obligors in accordance with Clause 19.15 (Distribution Account).

“Disqualified

Lender” means:

(a) a

Defaulting Finance Party (or any person which would, upon becoming a Lender, be a Defaulting

Finance Party);

(b) a

competitor of Topco or any of its Subsidiaries or a person whose business is similar to Topco

or any of its Subsidiaries (for the avoidance of doubt, excludes the credit divisions of

private equity funds who have portfolio companies whose business is similar to Topco or any

of its Subsidiaries);

a Material Event of Default is continuing:

(i) a

special situations, net-short or distressed debt trust, fund or entity (whether a hedge fund

or otherwise); or

(ii) a

private equity fund or a controlled entity of a private equity fund, but not including any

credit fund division of a private equity fund or controlled entity:

(A) that

is managed independently from the private equity division,

(B) appropriate

information barriers are put in place to ensure that only persons in the credit fund division

will have access to any confidential information and

credit fund division is not a person described in sub-paragraph (i) above; or

(iii) any

person, trust, fund or entity where the relevant division or team principally invests in

distressed debt or special situations;

(iv) any

person whose primary intention, principal business or material activity is:

(D) investing

in distressed debt or the purchase of loans or other debt securities with the intention of

(or view to) owning the equity or gaining control of a business (directly or indirectly);

and/or

(E) exploiting

holdout or blocking positions; or

(d) any

person that is an Affiliate or Related Fund, acting on behalf of or is under the control

of any person described above.

“Disruption

Event” means either or both of:

(a) a

material disruption to those payment or communications systems or to those financial markets

which are, in each case, required to operate in order for payments to be made in connection

with the Facilities (or otherwise in order for the transactions contemplated by the Finance

Documents to be carried out) which disruption is not caused by, and is beyond the control

of, any of the Parties; or

(b) the

occurrence of any other event which results in a disruption (of a technical or systems-related

nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from

performing its payment obligations under the Finance Documents; or

(ii) from

communicating with other Parties in accordance with the terms of the Finance Documents,

and

which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“DSRA

Letter of Credit” has the meaning given to it in Clause 19.11 (Replacement of Debt Service Reserve Account with DSRA Letter

of Credit).

“Environment”

shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface

strata or sediment, natural resources such as flora and fauna.

“Environmental

Claim” shall mean any and all actions, suits, orders, demand letters, requests for information, claims, complaints, notices

of non-compliance or violation, notices of liability or potential liability, liens, proceedings, consent orders or consent agreements,

in each instance in writing, relating to any actual or alleged violation of Environmental Law or any Release or threatened Release of,

or exposure of any Person to, Hazardous Material.

“Environmental

Law” shall mean, collectively, all applicable federal, state, provincial, local or foreign laws, ordinances, regulations, rules,

codes, orders, judgments or other legally binding requirements or rules of law that relate to the prevention, abatement or elimination

of pollution, or the protection of the Environment, natural resources (including flora and fauna) or, to the extent relating to exposure

to Hazardous Materials, human health.

[***]

“Equity

Contribution” means:

(a) any

subscription for shares in, or any capital contribution into a Holdco by its shareholders;

(b) any

Shareholder Subordinated Debt advanced by any direct or indirect shareholders of any Holdco

(or their Affiliates) to that Holdco.

“Event

of Default” means any event or circumstance so described in Clause 20 (Events of Default).

[***]

“Existing

Lender” has the meaning given in Clause 22.1 (Assignments and novations by the Lenders).

“Export

Control Laws” means applicable laws relating to import, export, re-export or transfer controls, restrictions or requirements

formulated, administered or enforced by any government or intergovernmental organization, including Australia, the United States, the

European Union, the United Kingdom, and the United Nations, including any implementing rules, regulations, orders and notices issued

under those laws, and including:

(a) the

Defence Trade Controls Act 2012 (Cth) and any associated regulations;

(b) the

Customs Act 1901 (Cth) and any associated regulations;

U.S. Export Administration Regulations (15 CFR Part 730 et seq.) administered by the U.S.

Department of Commerce, Bureau of Industry and Security; and

(d) the

U.S. International Traffic in Arms Regulations (22 CFR Parts 120-130) administered by the

U.S. Department of State, Directorate of Defense Trade Controls.

“Facility”

means Facility A or Facility B.

“Facility

A” means the bullet term loan facility made available under this Agreement as described in Clause 2.1(a)(i) (The Facilities).

“Facility

A Commitment” means:

(a) in

relation to an Original Lender, the amount set opposite its name under the heading “Facility

A Commitment” in Schedule 2 (The Original Lenders) and the amount of any other

Facility A Commitment transferred to it under this Agreement; and

(b) in

relation to any other Lender, the amount of any Facility A Commitment transferred to it under

this Agreement,

the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility

A Lender” means:

(a) each

Original Facility A Lender; and

(b) any

person which becomes a Party as a Facility A Lender in accordance with Clause 22 (Changes

to the Lenders),

which

in each case has not ceased to be a Facility A Lender in accordance with the terms of this Agreement.

“Facility

A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility

A Repayment Date” means the date on which Facility A is repaid in full.

“Facility

B” means the bullet term loan facility made available under this Agreement as described in Clause 2.1(a)(ii) (The Facilities).

“Facility

B Commitment” means:

(a) in

relation to an Original Lender, the amount set opposite its name under the heading “Facility

B Commitment” in Schedule 2 (The Original Lenders) and the amount of any other

Facility B Commitment transferred to it under this Agreement; and

(b) in

relation to any other Lender, the amount of any Facility B Commitment transferred to it under

this Agreement,

the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility

B Lender” means:

(a) each

Original Facility B Lender; and

(b) any

person which becomes a Party as a Facility B Lender in accordance with Clause 22 (Changes

to the Lenders),

which

in each case has not ceased to be a Facility B Lender in accordance with the terms of this Agreement.

“Facility

B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Face

Value Amount” means, in respect of a DSRA Letter of Credit, the amount shown on the DSRA Letter of Credit as the maximum amount

payable under that DSRA Letter of Credit or, if one or more drawings have been made under that DSRA Letter of Credit or the amount which

may be demanded under that DSRA Letter of Credit has otherwise been reduced, the maximum amount capable of being drawn under that DSRA

Letter of Credit at that time.

“Facility

Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender

(or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will hold

its rights and perform its obligations under this Agreement.

“FATCA”

means:

(a) sections

1471 to 1474 of the Code or any associated regulations;

(b) any

treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental

agreement between the US and any other jurisdiction, which (in either case) facilitates the

implementation of any law or regulation referred to in paragraph (a) above; or

agreement pursuant to the implementation of any treaty, law or regulation referred to in

paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any

governmental or taxation authority in any other jurisdiction.

“FATCA

Application Date” means:

(a) in

relation to a “withholdable payment” described in section 1473(1)(A)(i) of the

Code (which relates to payments of interest and certain other payments from sources within

the US), 1 July 2014; or

(b) in

relation to a “passthru payment” described in section 1471(d)(7) of the Code

not falling within paragraph (a) above, the first date from which such payment may become

subject to a deduction or withholding required by FATCA.

“FATCA

Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA

Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee

Letter” means any letter or letters between the Lenders, the Agent and/or the Security Trustee, and the Company setting out

any of the fees referred to in Clause 10 (Fees).

“Finance

Debt” means any monetary liability or indebtedness for or in respect of:

(a) moneys

borrowed;

(b) any

amount raised under any acceptance credit, bill acceptance or bill endorsement facility;

amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,

loan stock or any similar instrument;

(d) the

amount of any liability in respect of any lease or hire purchase contract, which would, under

Accounting Principles, be treated as a finance or capital lease; receivables sold or discounted

(except any receivables to the extent they are sold on a non-recourse basis or where recourse

is limited to customary warranties, indemnities or servicing or like obligations);

(e) any

redeemable shares where the holder has the right, or the right in certain conditions, to

require redemption prior to the final Maturity Date;

(f) any

amount raised under any other transaction (including any forward sale or purchase agreement)

having the commercial effect of, and is required by Accounting Principles in force as at

the date of this Agreement to be accounted for as a borrowing;

(g) any

Treasury Transaction (and, when calculating the value of that Treasury Transaction, only

the marked to market value (or, if any actual amount is due as a result of the termination

or close-out of that Treasury Transaction, that amount) shall be taken into account);

(h) consideration

for the acquisition of assets or services payable more than 180 days after acquisition including

where it is purely time-based unconditional deferred purchase consideration (but excluding

earn-outs or similar payments contingent on any target or event) in relation to an acquisition

that is permitted under the Finance Documents;

(i) any

counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary

letter of credit or any other instrument issued by a bank or financial institution in relation

to financial liabilities but not in relation to trade or other performance obligations; and

(j) the

amount of any liability in respect of any guarantee or indemnity for any of the items referred

to in paragraphs (a) to (i) above,

but

excludes any indebtedness in respect of any lease or hire purchase contract which, in accordance with Accounting Principles prior to

1 January 2019 were treated as an operating lease (and for avoidance of doubt, any change to this treatment pursuant to AASB16 applying

after 1 January 2019 shall be ignored).

“Finance

Document” means:

(a) this

Agreement;

(b) any

Fee Letter;

Transaction Security Document;

(d) where

applicable, each Hedge Agreement;

(e) each

Tripartite Agreement;

(f) each

Account Bank Deed;

(g) until

the Facility A Repayment Date, the Pre-Acceptance Guarantee;

(h) any

Subordination Deed;

(i) any

other related and ancillary documents which the Agent and the Company agree is a Finance

Document; and

(j) any

document or agreement that amends, supplements, replaces or novates any of the above.

“Finance

Party” means the Security Trustee, the Agent, or a Lender.

“Financial

Close” means the date on which all conditions precedent are satisfied (or waived by the Agent on the instructions of all the

Lenders) in accordance with Clause 4 (Conditions of Utilisation) and first draw-down under the Facilities occurs.

“Financial

Model” means the financial model delivered as a condition precedent to Financial Close as updated from time to time with the

consent of the Majority Lenders.

“Financial

Statements” means:

(a) a

statement of comprehensive income;

(b) a

statement of financial position; and

statement of cash flow,

together

with, in the case of audited financial statements, any notes to those documents and any accompanying reports, statements and declarations.

“Financial

Year” means the annual accounting period of the Obligors ending on 31 December in each year (unless otherwise amended as expressly

permitted under this Agreement).

“First

Calculation Date” means 31 March 2027.

“Funds

Flow” means a statement of sources and uses of funds at Financial Close as provided to the Agent in accordance with Clause

4.1 (Initial conditions precedent).

“General

Security Deed” means the general security deed dated on or about the date of this Agreement between the Security Trustee and

each Original Obligor.

“GPU”

means a graphics processing unit.

“GPU

Supply Agreements” means:

(a) [***]

MPA;

(b) each

[***] SOW;

[***] Purchase Order;

(d) each

[***] Title Deed;

(e) [***];

(f) any

other document for the purchase of Servers to provide the Services under Customer Service

Order 3, Customer Service Order 4 and Customer Service Order 5, or for the replacement, repair

or maintenance of any existing Servers, provided such purchase price is funded solely by

new Equity Contributions; and

(g) any

other document which the Agent and the Company agree is a GPU Supply Agreement.

“GST”

has the meaning given in the GST Law.

“GST

Law” means the “GST law” as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Government

Agency” means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory

organisation established under statute or any stock exchange.

“Group

Liability” means any tax-related liability set out in section 721-10(2) of the Tax Act.

“Green

List” means the list included at Schedule 9 (Green List), as updated from time to time in accordance with Clause 22.4

(Green List).

“Gross

LTV Ratio” means, on any date, the percentage equal to the ratio of A:B, where:

= the aggregate principal amount outstanding of the Loans; and

= the Server Purchase Price less the Server Depreciated Amount.

“Group

Structure Diagram” means a structure diagram showing the structure of the Obligors, Topco and SAI Aus immediately following

Financial Close, as amended or updated by delivery of a new diagram to the Agent from time to time in accordance with Clause 4.1 (Initial

conditions precedent) and Clause 16.18 (Group Structure Diagram).

“Guarantee”

means the guarantee, undertaking and indemnity given under Clause 8 (Guarantee and Indemnity) of the Security Trust Deed.

“Guarantor”

means an Original Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 23 (Changes to the Obligors).

“Hazardous

Materials” shall mean all pollutants, contaminants, wastes and hazardous or toxic materials or substances, including explosive

or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials or polychlorinated biphenyls,

in each case subject to regulation due to their dangerous or deleterious properties or characteristics pursuant to, or which give rise

to liability under, any Environmental Law.

“Head

Company” means the Head Company (as defined in the Tax Act) of a Consolidated Group.

“Hedge

Agreements” means any Treasury Transaction, documented under an ISDA Master Agreement.

“Hedge

Counterparty” means each Hedge Counterparty (as defined in the Security Trust Deed).

“Holdco”

means each of:

(a) SAI

AU SHC No 1 Pty Ltd (ACN 697 385 541); and

(b) SAI

AU SHC No.3 Pty Ltd (ACN 697 385 881).

“Holding

Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS”

means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial

statements.

“Indirect

Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature wherever imposed (including

where applicable, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Indirect

Tax Amount” means an “indirect tax amount” as defined in section 444-90(1) of Schedule 1 to the Tax Act.

“Indirect

Tax Funding Agreement” means, in respect of a GST group, an indirect tax funding agreement to which the representative member

and each member of a GST group is a party and which includes:

(a) reasonably

appropriate arrangements for the funding of the net amount for a tax period by the representative

member having regard to the standalone position of each member of that GST group;

(b) an

undertaking from the representative member to compensate each member of that GST group adequately

for any funding amount that is less than $0 that each member could claim if it were not in

the GST group; and

undertaking from the representative member to pay all indirect tax liabilities of that GST

group.

“Indirect

Tax Sharing Agreement” means, in respect of a GST group, an agreement to which each of the representative member and each member

of a GST group is a party and which takes effect as an indirect tax sharing agreement which satisfies the requirements of section 444-90(1A)

of Schedule 1 of the Tax Act and complies with the Tax Act and the GST Law and any law, official directive, request, guideline or policy

(whether or not having the force of law) issued in connection with the Tax Act and the GST Law.

“Insurance

Proceeds” means the proceeds of any insurance claim under any insurance maintained by any Obligor for an amount exceeding the

greater of [***], and after deducting:

(a) any

costs and expenses which are reasonably incurred and on arm’s length basis by any Obligor

with respect to that claim and payable to persons who are not Obligors or Topco Affiliates

(except to the extent such amounts are reimbursements for costs and expenses paid by Topco

Affiliates to persons who are not Obligors or Topco Affiliates); and

(b) any

Tax applicable on or to any gain resulting in connection with that claim (as reasonably determined

by the Company, on the basis of existing rates and taking account of any available credit,

deduction or allowance).

“Intellectual

Property” means any intellectual or industrial property including:

(a) a

patent, trade mark or service mark, copyright, registered design, trade secret or confidential

information; or

(b) a

licence or other right to use or to grant the use of any of the above or to be the registered

proprietor or user of any of the above.

“Intercompany

MSA” means the intercompany management services agreement entered into by each Borrower and the Manager.

“Intercompany

MSA Tripartite” means the tripartite agreement in relation to the Intercompany MSA dated on or about the date of this Agreement

between the Security Trustee, each Borrower and the Manager.

“Interest

Payment Date” has the meaning given in Clause 8.2 (Payment of interest).

“Interest

Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in

relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest

Rate” means, subject to Clause 8.4 (Interest Rate Increase):

(a) for

a Loan under Facility A, the rate determined by reference to the table below corresponding

to the period in which the relevant Interest Period begins (“Interest Period Commencement

Date”):

Interest

Period Commencement Date

Interest

Rate

(% per annum)

From

Financial Close up to and including the date which is [***] from Financial Close

7.25%

Thereafter

up to and including the date which is [***] from Financial Close

8.25%

Thereafter

up to and including the date which is [***] from Financial Close

9.25%

After

the date falling [***] from Financial Close

9.95%

(b) for

a Loan under Facility B, 9.95%.

“IPLA”

means the intellectual property licence agreement entered into by each Borrower (as licensee) and SAI Aus (as licensor).

“IPLA

Tripartite” means the tripartite agreement in relation to the IPLA dated on or before the first Utilisation Date between the

Security Trustee, each Borrower (as licensee) and SAI Aus (as licensor).

“Lender”

means:

(a) any

Original Lender; and

(b) any

bank, financial institution, trust, fund or other entity which has become a Party as a Lender

in accordance with Clause 22 (Changes to the Lenders),

which

in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“Loan”

means a Facility A Loan or a Facility B Loan.

“LTM”

means last twelve months.

“Majority

Lenders” means, at the relevant time:

(a) if

there is only one Lender, that Lender;

(b) at

any time before Facility A is repaid in full, a Lender or Lenders whose Commitments aggregate

at least 50.1% of the Total Commitments (or, if the Total Commitments have been reduced to

zero, aggregated at least 50.1% of the Total Commitments immediately prior to that reduction);

or after Facility A is repaid in full, a Lender or Lenders whose Commitments aggregate at

least 662/3% of the Total Commitments (or, if the Total Commitments

have been reduced to zero, aggregated at least 662/3% of the Total

Commitments immediately prior to that reduction).

Where

a Lender’s Commitment has been reduced to zero, but it has an outstanding participation in any outstanding Utilisations, then for

this purpose its Commitment will be taken to be the aggregate amount of its participation.

“Manager”

means the Manager under the Intercompany MSA from time to time, being SAI Aus as at the date of this Agreement.

“Material

Adverse Effect” means a material adverse effect on:

(a) the

consolidated business, assets or financial condition of the Obligors (taken as a whole);

(b) the

ability of the Obligors (taken as a whole) to perform their payment obligations under the

Finance Documents; or

to the Reservations, the validity or enforceability of the whole or any material part of

any Finance Document or any material rights or remedies of any Finance Party under the Finance

Documents.

“Material

Contract” means each of:

(a) the

Customer Contracts;

(b) the

[***];

DC Contracts;

(d) the

GPU Supply Agreements;

(e) the

Intercompany MSA;

(f) the

IPLA; and

(g) any

other agreement which the Company and the Agent agree is a “Material Contract”.

“Material

Event of Default” means an Event of Default under Clause 20.1 (Non-payment), Clause 20.6 (Insolvency Event),

Clause 20.7 (Insolvency Proceedings) or Clause 20.8 (Creditor’s process).

“Maturity

Date” means, in relation to each Facility, the date falling 42 Months from the Utilisation Date.

“Mezzanine

Facility” means any mezzanine facility provided to any direct or indirect Holding Company of Holdco.

“Mezzanine

Lender” means any lender that provides a Mezzanine Facility.

“Minimum

DSRA Balance” means an amount equal to the interest payable by the Borrowers under Clause 8 (Interest) for the following

3 month period.

“Monitoring

Agent” has the meaning given in Clause 19.17 (Monitoring Agent).

“Monitoring

Agent Investigation” has the meaning given in Clause 19.17(e) (Monitoring Agent).

“Month”

means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except

that:

(a) subject

to paragraph (c) below, if the numerically corresponding day is not a Business Day, that

period shall end on the next Business Day in that calendar month in which that period is

to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if

there is no numerically corresponding day in the calendar month in which that period is to

end, that period shall end on the last Business Day in that calendar month; and

an Interest Period begins on the last Business Day of a calendar month, that Interest Period

shall end on the last Business Day in the calendar month in which that Interest Period is

to end.

The

above rules will only apply to the last Month of any period.

“New

Lender” has the meaning given to that term in Clause 22 (Changes to the Lenders).

“Monthly

Service Levels” means, in respect of any Customer Service Order, the Monthly Uptime calculated in accordance with Schedule

2 (Service Levels and Service Level Credits) of the Customer MSA.

“Non-Consenting

Lender” has the meaning given to that term in Clause 22.8 (Lender substitution).

“Obligor”

means a Borrower, or a Guarantor.

“Obligors’

Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause

1.6 (Obligors’ Agent).

“Offshore

Associate” means an Associate:

(a) which

is a non-resident of Australia and does not become a Lender or receive a payment under this

Agreement in carrying on a business in Australia at or through a permanent establishment

of the Associate in Australia; or

(b) which

is a resident of Australia and which becomes a Lender or receives a payment under this Agreement

in carrying on a business in a country outside Australia at or through a permanent establishment

of the Associate in that country,

and,

in either case, which does not:

a Lender in the capacity of a dealer, manager or underwriter in relation to an invitation

to become a lender under this Agreement or in the capacity of a clearing house, custodian,

funds manager or responsible entity of a registered scheme; or

(d) receive

a payment under this Agreement in the capacity of a clearing house, paying agent, custodian,

funds manager or responsible entity of a registered scheme.

“Operating

Account” means each of the interest bearing accounts, in the relevant currency of payment, held with the Account Bank referred

to as:

(a) “Operating

Account - AUD” and “Operating Account - USD” in the name of the Company;

and

(b) “Operating

Account - AUD” and “Operating Account - USD” in the name of SAI 3,

established

in accordance with Clause 19.8 (Bank accounts).

“Operating

Expenses” means, for a period, the aggregated operating costs and expenses of the Borrowers and their other administrative,

management and overhead costs and expenses, including:

(a) cost

of goods sold and other direct costs attributable to the delivery of the Services;

(b) Taxes

(or if the Borrowers are part of a Consolidated Group, payments under the relevant Tax Funding

Agreement), and any amounts related to Tax penalties;

direct out-of-pocket costs that a Borrower pays (including any indemnity payments paid under

the Material Contracts);

(d) any

amounts payable under the Intercompany MSA or the IPLA permitted by Clause 19.4(c) (Material

Contracts);

(e) indemnity

payments in connection with their management and maintenance;

(f) amounts

relating to insurance (including the costs of premiums and deductibles and brokers’

expenses);

(g) amounts

related to obtaining and maintaining any Authorisation and complying with the terms of any

Material Contract to which the Borrower is a party (other than amounts included under paragraph

(d) above); and

(h) legal,

accounting, general administrative and other overhead costs and expenses and professional

fees, including such administrative amounts due and payable to the Agent, the Security Trustee

and/or the Account Bank.

“Operating

Expense Projection” means, for a Sweep Period, the amount of Operating Expenses which the Company reasonably projects to be

payable within [***] of the relevant Sweep Payment Date as set out in the Financial Model.

“Original

Facility A Lender” means each entity listed in Schedule 2 (The Original Lenders) as having a Facility A Commitment.

“Original

Facility B Lender” means each entity listed in Schedule 2 (The Original Lenders) as having a Facility B Commitment.

“Original

Obligor” means an Original Borrower or an Original Guarantor.

“Other

Proceeds” means the Customer Deposit, Equity Contributions, all Disposal Proceeds, Insurance Proceeds, termination payments

received under the Customer Contract, and any other Cash that is not Available Cash.

“Party”

means a party to this Agreement.

“Permitted

Disposal” means any sale, lease, licence, transfer or other disposal:

(a) of

any asset to an Obligor;

(b) arising

as a result of a Permitted Loan, Permitted Security or Permitted Distribution;

obsolete, surplus or redundant assets on arm’s length (or better) terms which are not

required for the efficient operation of the business of the Borrowers (in all cases other

than the Servers);

(d) of

any Server as required by the Customer Contracts or which is otherwise defective, provided

that such Server is replaced with a comparable or better Server which is subject to the Transaction

Security);

(e) required

by law or a Government Agency (including assets compulsorily acquired by any Government Agency);

(f) constituting

a conversion of an intra-Obligor loan into share capital of, or a capital contribution to,

the Borrower of such a loan where if the existing shares of the Borrower of such loan are

the subject of Security under the Transaction Security Documents, the newly issued shares

to the extent held by an Obligor will also become subject to Security on the same terms;

(g) of

any other assets on arm’s length terms (or better) where the disposal proceeds for

the asset, when combined with the aggregate disposal proceeds of all other Permitted Disposals

under this paragraph which have completed during that Financial Year, does not exceed [***]

for all Obligors; and

(h) of

any other assets approved by the Agent (acting on the instructions of the Majority Lenders).

“Permitted

Distribution” means any distribution of cash or assets:

(a) by

an Obligor to another Obligor;

(b) to

the holding entities above any Holdco for purposes of tax funding by that Obligor as contemplated

by any Tax Funding Agreement, Tax Sharing Agreement, Indirect Tax Sharing Agreement or Indirect

Tax Funding Agreement of which the Obligor is a party;

an Obligor to an Affiliate under or as required by the Intercompany MSA or the IPLA to the

extent permitted by Clause 19.4(c) (Material Contracts);

(d) from

Retained Excess Cashflow or Other Proceeds (excluding, in all cases, proceeds of any termination

payments received under the Customer Contract) following any mandatory prepayment required

under Clause 7.6(a) (Mandatory Prepayment) from amounts standing to the credit of

a Distribution Account, provided that:

(i) following

the distribution, the aggregate cash of the Obligors (excluding any amounts in the Debt Service

Reserve Account and [***]) would not be less than [***]; and

(ii) no

Default or Review Event is subsisting or would occur if the distribution is made; or

(e) repayment

of any Finance Debt owed by an Obligor to its immediate Holding Company via the issuance

of shares to such Holding Company (resulting in no net cash leakage from the Obligor);

(f) in

repayment of any intercompany loan made by an Affiliate of an Obligor to an Obligor, as set

out in the Funds Flow;

(g) approved

by the Agent (acting on the instructions of the Majority Lenders).

“Permitted

Finance Debt” means Finance Debt:

(a) incurred

under the Finance Documents;

(b) to

the extent covered by any letter of credit, guarantee or indemnity issued under a permitted

transactional facility under paragraph (f) of Permitted Finance Debt;

any Shareholder Subordinated Debt;

(d) arising

under the definition of Permitted Loan (except under paragraph (e) of that definition) and

Permitted Guarantee (except under paragraph (c) of that definition);

(e) any

Finance Debt incurred for the purposes of refinancing any other Permitted Finance Debt (provided

that the refinanced amount will constitute Permitted Finance Debt under another paragraph

of this definition following that refinancing);

(f) incurred

by a Holdco under unsecured bilateral transactional banking facilities up to an aggregate

amount of [***] at any time to the extent it involves any actual credit exposure,

and otherwise uncapped if intraday;

(g) arising

under any netting or set-off arrangement entered into between Obligors in the ordinary course

of their banking arrangements for the purpose of netting debit and credit balances of Obligors

or otherwise arising under cash pooling or cash management arrangements between Obligors;

(h) arising

under trade accounts, accrued expenses, deferred payment arrangements with independent contractors

or any deposit made by any client to an Obligor incurred in the ordinary course of trading

in connection with the Services and Material Contracts;

(i) pursuant

to a Tax Sharing Agreement, Tax Funding Agreement, Indirect Tax Sharing Agreement or Indirect

Tax Funding Agreement to which an Obligor is a party;

(j) arising

under any Treasury Transaction or a Hedge Agreement for the purpose of mitigating foreign

exchange risk or power price risk, in each case, as permitted by the Finance Documents and

not for speculative purposes;

(k) not

permitted by the preceding paragraphs and the outstanding principal amount of which (when

aggregated with the total principal amount of Finance Debt permitted under this paragraph)

does not exceed [***] at any time for all Obligors; or

(l) approved

by the Agent (acting on the instructions of the Majority Lenders).

“Permitted

Guarantee” means:

(a) the

endorsement of negotiable instruments in the ordinary course of business and not in connection

with raising Finance Debt;

(b) any

guarantee given under the Finance Documents or under or as required by any Material Contract;

guarantee of Permitted Finance Debt (except under paragraphs (b) and (f) of that definition);

(d) any

guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph

(e) any

guarantee or indemnity given in the ordinary course of the documentation of a disposal transaction

which is a Permitted Disposal which indemnity is in a customary form and subject to customary

limitations;

(f) any

class order guarantees entered into by Obligors pursuant to Part 2M.6 of the Corporations

Act where the only members of that class order guarantee are Obligors;

(g) any

guarantee arising in connection with a Consolidated Group which an Obligor is a member of

(including any Tax Sharing Agreement or Tax Funding Agreement for that group) or a GST group

which an Obligor is a member of (including any Indirect Tax Sharing Agreement or Indirect

Tax Funding Agreement for that GST group);

(h) customary

guarantees or indemnities given to directors and officers of any Obligor in relation to their

functions in that capacity or given to professional advisers or consultants in mandate, engagement

and commitment letters or otherwise in the ordinary course of the business of the Obligors;

(i) a

guarantee required by a court, tribunal arbitral body or agency in connection with arbitration

and other legal proceedings;

(j) in

addition to the above, any guarantee where the amount of obligations guaranteed does not

exceed in aggregate [***] at any time for all Obligors; or

(k) any

guarantee approved by the Agent (acting on the instructions of the Majority Lenders).

“Permitted

Loan” means:

(a) a

loan made by an Obligor to another Obligor;

(b) financial

accommodation otherwise permitted (i) as a Permitted Guarantee or Permitted Finance Debt,

or (ii) as a Permitted Distribution (provided that financial accommodation permitted under

this paragraph (b) will reduce the amount of the relevant Permitted Distribution by a corresponding

amount);

made in ordinary course of business arrangements with a bank or financial institution;

(d) deferred

consideration on arm’s length Permitted Disposals;

(e) any

financial accommodation arising under or in connection with any Tax or GST consolidation

arrangements not restricted under the Finance Documents (including any funding under a Tax

Funding Agreement or Indirect Tax Funding Agreement);

(f) any

service credit or other trade credit or adjustment provided by a Borrower to the Customer

as permitted under and in accordance with the terms of the Customer Contracts;

(g) any

advance payment made in relation to the purchase of Servers under the GPU Supply Agreements;

(h) any

loan to non-Obligors provided such loan is solely funded from new Equity Contributions;

(i) in

addition to the above, financial accommodation where the maximum aggregate financial accommodation

made available does not exceed in aggregate [***] at any time for all Obligors; or

(j) any

financial accommodation approved by the Agent (acting on the instructions of the Majority

Lenders).

“Permitted

Security” means:

(a) any

Security arising under the Finance Documents;

(b) any

Security arising by operation of law that arises in the ordinary course of business and not

securing Finance Debt where it duly pays the indebtedness secured by that Security other

than indebtedness contested in good faith and sufficient reserves of liquid assets have been

set aside to pay the debt if the contest is unsuccessful;

payment or close out netting or set-off arrangement pursuant to any Treasury Transaction

or foreign exchange transaction entered into by an Obligor which constitutes Permitted Finance

Debt, excluding any Security under a credit support arrangement;

(d) any

bankers’ liens, right of set-off or other netting arrangement arising in respect of

any unsecured transactional banking facilities in the ordinary course of an Obligor’s

banking arrangements as between Obligors and the relevant financial institution;

(e) any

Security arising under any retention of title, purchase money security interest, hire purchase

or conditional sale arrangements or similar arrangements or any other asset-specific Security

under trade accounts or supply arrangements in connection with the acquisition of goods or

services in the ordinary course of trading so long as the debt it secures is paid when due

or contested in good faith and sufficient reserves of liquid assets have been set aside to

pay the debt if the contest is unsuccessful. For the avoidance of doubt, for any Security

existing over the Servers or any Additional Servers, the permission under this paragraph

(e) does not apply to such Security (i) for the Servers, on or after Financial Close, and

(ii) for Additional Servers, on and from the date the relevant Borrower obtains full legal

title to such Additional Servers;

(f) any

Security arising under or in connection with paragraph (g) of the Permitted Finance Debt

definition;

(g) any

lien:

(i) arising

by operation of law in respect of Taxes so long as the debt it secures is paid when due or

contested in good faith and appropriately provisioned; or

(ii) for

money payable for work performed by suppliers, mechanics, workmen, repairmen or employees

and, in each case, arising in the ordinary course of business, either not yet due or being

contested in good faith and appropriately provisioned;

(h) any

Security in favour of counterparties to Material Contracts to secure performance under Material

Contracts of an Obligor with that counterparty where required under the terms of that Material

Contract, or bank guarantee or cash cover provided by an Obligor to a counterparty or to

a bank to support a letter of credit, in support of the obligations of an Obligor relating

to property licensed, or services obtained, by an Obligor;

(i) any

cash collateral provided to secure an indemnity obligation in respect of a bank guarantee

or letter of credit the principal amount of which would be Permitted Finance Debt;

(j) any

rights of set-off arising under commercial contracts entered into by Obligors in the ordinary

course of business and any money the Obligor has placed on deposit with the counterparty

to that contract to secure that right of set-off;

(k) any

Security arising as a result of legal proceedings discharged within 20 Business Days and

contested in good faith;

(l) any

Security, the principal amount secured by which (when aggregated with the principal amount

of any other Finance Debt which has the benefit of Security in reliance on this paragraph)

does not exceed in aggregate [***] at the time the Security is created; or

(m) any

Security approved by the Agent (acting on the instructions of the Majority Lenders).

“Potential

Event of Default” means any event or circumstance specified as an Event of Default which would (with the expiry of a grace

period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing) be an

Event of Default.

“Pre-Acceptance

Guarantee” means the Guarantee Deed Poll dated on or about the date of this Agreement between Topco (as guarantor) and the

Security Trustee.

“Prepayment

Account” means each of the interest bearing accounts in the relevant currency of payment held with the Account Bank referred

to as “Prepayment Account - AUD” and “Prepayment Account - USD” in the name of the Company, established in accordance

with Clause 19.8 (Bank accounts).

“PPSA”

means the Personal Property Securities Act 2009 (Cth).

“PPS

Regulations” means regulations made at any time under the PPSA.

“PPSR”

means the register established under the PPSA.

“Prohibited

Person” means any person:

(a) that

is listed on, or owned or controlled by a person listed on, or acting on behalf of a person

listed on, any Sanctions List;

(b) that

is located in, incorporated under the laws of, or owned or controlled by, or acting on behalf

of, a person located in or organised under the laws of, a country the subject of Sanctions;

is otherwise a target of Sanctions; or

(d) that

is listed in any Export Control Laws-related list of designated persons maintained by the

Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce,

including without limitation, the BIS Entity List.

“Project”

means the acquisition and installation at the [***] and [***] of the Servers as contemplated by the Material Contracts, their operation

and maintenance, and the provision of Services.

“Quarter

Period” means each three month period ending on a Calculation Date.

“Receiver”

includes a receiver or receiver and manager.

“Related

Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment

manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund

whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Release”

means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing

into or through the Environment.

“Relevant

Market” means in relation to Australian dollars, the Australian interbank market for bank accepted bills and negotiable certificates

of deposits.

“Repeating

Representations” means each of the representations set out in Clause 16 (Representations) except those in Clause 16.9(a)

(No Default), Clause 16.13 (No proceedings pending or threatened), Clause 16.18 (Group Structure Diagram), Clause

16.19 (Sanctions), 16.20 (Anti-Bribery and Anti-Money Laundering), Clause 16.21 (Export Controls), Clause 16.23

(Data Protection and Cyber Security) and Clause 16.24 (End Use by Customer).

“Representative”

means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required

Insurance” means insurance:

(a) which

each Obligor is obliged to take out or maintain, or ensure is taken out or maintained, under

the Material Contracts;

(b) which

is required by all applicable laws and governmental regulations; and

is of the type, scope and level of cover delivered to the Agent as a condition precedent

under Part I of Schedule 3 (Conditions Precedent) (or any renewal, extension or replacement

thereof on substantially equivalent terms), provided that such insurance is available on

commercially reasonable terms.

“Required

Rating” means a long-term credit rating of at least:

(a) A-

by Standard & Poor’s Rating Services or Fitch Ratings Ltd, or A3 by Moody’s

Investors Service Limited’; or

(b) the

equivalent credit rating issued by another generally recognised international credit rating

agency as the Agent and the Borrower may agree.

“Reservations”

means:

(a) the

requirements for stamping and registration;

(b) the

principle that equitable remedies may be granted or refused at the discretion of a court

and the limitation of enforcement by laws relating to insolvency, reorganisation and other

laws generally affecting the rights of creditors;

time barring of claims under the statutes of limitation defences of set-off or counterclaim,

the possibility that an undertaking to assume liability for or indemnify a person against

non-payment of stamp duty may be void and defences of set-off or counterclaim;

(d) any

other matters which are set out as qualifications or reservations as to matters of law of

general application in any legal opinions provided to, and accepted by, the Agent (but excluding

factual assumptions); or

(e) any

other matters which relate to any “springing” or “featherweight”

security interest clause in any Transaction Security Document and whether such clause is

legal, valid, binding or enforceable, or the enforceability of any Security over any property

where that property cannot be subject to a Security as a matter of law or contract.

“Retained

Excess Cashflow” means any Cash that the Obligors retain after the application of the mandatory prepayment of Excess Cashflow

in accordance with Clause 7.6(a)(i) (Excess Cashflow sweep) and which has not been spent or used by an Obligor.

“Restricted

Party” means a person, entity or party, or a person, entity or party owned or controlled (directly or indirectly) by a person,

entity or party that is:

(a) listed

on any Sanctions List or otherwise a subject of Sanctions;

(b) located

in, domiciled in, residing in, incorporated in or organised under the laws of a country or

territory which is a subject of country-wide or territory-wide Sanctions or whose government

is the subject of comprehensive country or territory wide Sanctions (including, without limitation,

at the date of this Agreement, Afghanistan, Cuba, Iran, North Korea, Sevastopol, South Sudan

and the occupied territories of Crimea, Luhansk, Donetsk, Kherson and Zaporizhzhia in the

Ukraine);

government of a country the subject of comprehensive country or territory wide Sanctions

(including, without limitation, at the date of this Agreement, Afghanistan, Cuba, Iran, North

Korea, Sevastopol, South Sudan and the occupied territories of Crimea, Luhansk, Donetsk,

Kherson and Zaporizhzhia in the Ukraine);

(d) otherwise

a target of Sanctions (which includes, without limitation, a person, entity or party with

whom a national under the jurisdiction of a Sanctions Authority would be prohibited or restricted

by law from engaging in trade, business or other activities); or

(e) acting

on behalf of, controlling, owned or controlled by, or under common control with any of the

persons, entities or parties referred to under any of the above paragraphs.

“Review

Event” has the meaning given to that term in Clause 21.1 (Review Event).

“Review

Period” has the meaning given to that term in Clause 21.1 (Review Event).

“SAI

Aus” means SharonAI Pty Ltd (ACN 645 215 194).

“Sanctions”

means any applicable trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted

or enforced by a Sanctions Authority from time to time.

“Sanctions

Authority” means:

(a) Australia;

(b) New

Zealand;

Security Council of the United Nations;

(d) the

US;

(e) the

European Union (including all of its member states, including the Netherlands);

(f) the

United Kingdom; and

(g) the

governments and official institutions or agencies of any of paragraphs (a) to (f) above,

including the Office of Foreign Assets Control of the United States Department of Treasury

(“OFAC”), the Office of Export Enforcement of the United States Department

of Commerce, the US Department of State, the Council of the European Union and His Majesty’s

Treasury (“HMT”).

“Sanctions

List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated

List of Financial Sanctions Targets maintained by HMT or any similar list of specifically designated persons, entities (or equivalent)

or countries maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented

or substituted from time to time.

“Secured

Property” means all of the assets of the Obligors which from time to time are the subject of the Transaction Security.

“Security”

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement, notice

or arrangement having a similar effect, including any “security interest” as defined in sections 12(1) or (2) of the PPSA,

but does not include any “security interest” which is deemed to be a security interest only by virtue of section 12(3) of

the PPSA if the security interest does not secure payment or performance of an obligation.

“Security

Trust” means the trust established by the Security Trust Deed.

“Security

Trust Deed” means the document entitled “Security Trust Deed” dated on or about the date of this Agreement between

the Company, the Security Trustee and others.

“Server”

means, in respect of a Borrower, all [***] servers and [***] servers, CPUs, GPUs, networking and/or storage ancillary equipment

and all related infrastructure, hardware and equipment owned or to be owned by the Borrower and used to provide the services under or

in connection with the Customer Contract.

“Server

Depreciated Amount” means, on any date, the depreciated amount of the Servers, depreciated over a [***] period on a straight-line

basis, as set out in Part I of Schedule 7 (Servers Depreciation Schedule).

“Server

Purchase Price” means, on any date, the aggregate of all amounts paid by or on behalf of the Borrowers for the Servers, as

set out in Part II of Schedule 7 (Servers Depreciation Schedule).

“Services”

means, as of any date of determination, the infrastructure-as-a-service, platform-as-a-service, GPU-as-a-service products (including

the web portal and subdomains), services (such as support and service level commitments) and solutions to be provided by the Borrowers

to the Customer and the Customer’s end users.

“Shareholder

Subordinated Debt” means any amounts owing by any Holdco to any shareholder of that Holdco (or any Affiliate of that shareholder)

which is subordinated to the Facilities and other liabilities under the Finance Documents pursuant to a Subordination Deed.

“[***]

Title Deed” means:

(a) the

“Retention of Title and Warranty Deed” dated 31 August 2026 between [***], [***]

and the Company; and

(b) the

“Retention of Title and Warranty Deed” dated 31 August 2026 between [***], [***]

and SAI 3.

“Specified

Time” means a day or time determined in accordance with Schedule 8 (Timetables).

“Subordination

Deed” means:

(a) the

subordination deed dated on or about the date of this document; and

(b) any

subordination deed or other agreement subordinating Finance Debt to the Facilities on terms

satisfactory to the Agent (acting on the instructions of the Majority Lenders).

“Subsidiary”:

(a) has

the meaning given in section 9 of the Corporations Act or any equivalent legislation in the

jurisdiction of incorporation of that entity, but as if body corporate includes any entity

and for the purposes of which any beneficial interest or unit in a trust will be deemed to

be shares; and

(b) in

relation to any reporting for the Obligors for accounting purposes, in relation to the Company

or a Subsidiary of Holdco, includes an entity that it is required to consolidate under applicable

Accounting Principles.

“Supplier”

means:

(a) [***];

(b) [***];

and

(d) [***].

“Tax”

means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection

with any failure to pay or any delay in paying any of the same).

“Tax

Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) or the Taxation

Administration Act 1953 (Cth), as the context requires.

“Tax

Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax

Funding Agreement” means a tax funding agreement between the members of a Consolidated Group which may be contained in the

same document as the Tax Sharing Agreement and which includes:

(a) arrangements

for the funding by members of the relevant Consolidated Group of Group Liabilities of the

Head Company of the Consolidated Group having regard to the position of each member of the

Consolidated Group;

(b) an

undertaking from each member of the Consolidated Group to compensate each other member adequately

for loss of Tax attributes (including Tax losses and Tax offsets) as a result of being a

member of the Consolidated Group; and

undertaking from the Head Company of the Consolidated Group to pay all Group Liabilities

of the Consolidated Group.

“Tax

Sharing Agreement” means any agreement which satisfies the requirements in section 721–25 of the Tax Act and any law,

official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Tax Act for being

a valid tax sharing agreement to which all members of the Consolidated Group are a party and which covers all of the Group Liabilities

of the Consolidated Group.

“Topco”

means Sharon AI Holdings Inc.

“Topco

Affiliate” means Topco and each Affiliate of Topco.

“Total

Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being US$356,000,000

equivalent at the date of this Agreement.

“Total

Facility A Commitments” means the aggregate of the Facility A Commitments, being US$150,000,000 at the date of this Agreement.

“Total

Facility B Commitments” means the aggregate of the Facility B Commitments, being US$206,000,000 at the date of this Agreement.

“Transaction

Documents” means:

(a) the

Finance Documents; and;

(b) the

Material Contracts (other than any GPU Agreements).

“Transaction

Security” means the Security created or expressed to be created in favour of, or held for the benefit of, the Security Trustee

pursuant to the Transaction Security Documents.

“Transaction

Security Documents” means:

(a) the

Security Trust Deed;

(b) the

General Security Deed;

Account Bank Deed; and

(d) each

document entered into by any Obligor which is in form and substance satisfactory to the Agent

and which creates a Security over any of its assets in favour of, or for the benefit of,

the Security Trustee in respect of all or any part of the obligations of the Obligors (with

or without securing the obligations of other Obligors) under the Finance Documents.

“Transfer

Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any

other form agreed between the Agent and the Company.

“Transfer

Date” means, in relation to a transfer, the later of:

(a) the

proposed Transfer Date specified in the Transfer Certificate; and

(b) the

date the Agent countersigns such Transfer Certificate.

“Treasury

Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation

in any rate or price.

“Tripartite

Agreements” means:

(a) the

DC Tripartite;

(b) the

Intercompany MSA Tripartite;

IPLA Tripartite;

(d) the

Customer Tripartite;

(e) the

[***] Tripartite; and

(f) each

other tripartite agreement entered into with a counterparty to a Material Contract.

“Undisclosed

Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator,

interim or provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or

regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires

that such appointment not be disclosed.

“Unpaid

Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US”

means the United States of America.

“Utilisation”

means a utilisation of a Facility.

“Utilisation

Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation

Request” means in relation to a Loan, a notice substantially in the form set out in Part I of Schedule 4 (Requests).

“Verification

Certificate” means a certificate substantially in the form set out in Part III of Schedule 3 (Conditions Precedent),

or such other form as agreed between the Company and the Agent (acting on the instructions of the Majority Lenders).

“Warranties”

means, in relation to the Servers, all warranties, guarantees and service or maintenance agreements and dealers’, manufacturers’

and sub-contractors’ warranties in existence now or at any time between the Borrowers and the Supplier or any other person in relation

to the manufacture, maintenance or delivery of any item comprising the Servers.

“[***]

Contracts” means

(a) the

[***] MPA;

(b) each

[***] Purchase Order;

[***] SOW; and

(d) any

other document which the Agent and the Company agree is a [***] Contract.

“[***]

MPA” means the master purchase agreement dated 1 December 2025 entered into between [***] and SAI Aus solely as it relates

to the Servers or the Services.

“[***]

Purchase Order” means each purchase order entered into under the [***] MPA in relation to the Servers or the Services.

“[***]

SOW” means [***].

“[***]

Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, SAI

Aus, the Borrowers and [***] in relation to the [***] Contracts.

1.2 Interpretation

(a) Unless

a contrary indication appears, any reference in a Finance Document to:

(i) the

“Agent”, the “Security Trustee”, any “Finance

Party”, any “Lender”, any “Obligor” or any

“Party” shall be construed so as to include its executors, administrators,

successors, substitutes (including by novation) and assigns to, or of, its rights and/or

obligations under the Finance Documents;

(ii) “assets”

or “property” includes present and future properties, revenues and rights

of every description;

(iii) a

“Finance Document” or any other agreement or instrument is a reference

to that Finance Document or other agreement or instrument as amended, novated, supplemented,

extended, replaced or restated;

(iv) a

“group of Lenders” includes all the Lenders;

(v) “indebtedness”

includes any obligation (whether incurred as principal or as surety) for the payment or repayment

of money, whether present or future, actual or contingent;

(vi) a

“person” or “entity” includes any individual, firm,

company, government, state or agency of a state, or any association, trust (including the

trustee of such trust), joint venture, consortium or partnership or other entity (whether

or not having separate legal personality) or two or more of them and any reference to a particular

person or entity (as so defined) includes a reference to that person’s or entity’s

executors, administrators, successors, permitted substitutes (including by novation) and

permitted assigns;

(vii) a

“regulation” includes any regulation, rule, official directive, request

or guideline (whether or not having the force of law) of any governmental, intergovernmental

or supranational body, agency, department or of any regulatory, self-regulatory or other

authority or organisation and if not having the force of law, with which responsible entities

in the position of the relevant Party would normally comply;

(viii) a

provision of law or a regulation is a reference to that provision as amended, re-enacted

or replaced from time to time;

(ix) a

time of day is a reference to Sydney time;

(x) the

words “including”, “for example” or “such

as” when introducing an example do not limit the meaning of the words to which

the example relates to that example or examples of a similar kind;

(xi) “law”

means common law, principles of equity, and laws made by parliament (and laws made by parliament

include State, Territory and Commonwealth laws and regulations and other instruments under

them);

(xii) a

“derivative transaction” includes any derivative transaction entered into

in connection with protection against, or benefit from, fluctuation in any rate or price;

and

(xiii) a

reference to any thing (including an amount) is a reference to the whole and each part of

it.

(b) Section,

Clause and Schedule headings are for ease of reference only.

a contrary indication appears, a term used in any other Finance Document or in any notice

given under or in connection with any Finance Document has the same meaning in that Finance

Document or notice as in this Agreement.

(d) A

Default or a Material Event of Default is “continuing” or “subsisting”

if it has not been waived in writing by the Agent in accordance with the Finance Documents

or remedied.

(e) Unless

a contrary indication appears, in the Finance Documents, the singular includes the plural

and vice versa.

1.3 Currency

symbols and definitions

“US$”,

“USD” and “United States dollars” denote the lawful currency of United States of America.

1.4 Banking

Code of Practice

The

Parties agree that the Banking Code of Practice does not apply to the Finance Documents and the transactions under them.

1.5 Changes

in Accounting Principles

solely as a result of a change in Accounting Principles, the Obligors do not comply with the Financial Covenant or, if the Financial

Covenant is no longer appropriate, the Company and the Lenders will negotiate in good faith to make amendments to the Financial Covenant

which take into account the changes to the accounts of the Obligors resulting from the change in Accounting Principles so as to maintain

the same headroom that existed prior to such change. Prior to reaching agreement the Financial Covenant will be tested on the same basis

as tested prior to the change.

1.6 Obligors’

Agent

(a) Each

Obligor (other than the Company) by its execution of this Agreement irrevocably appoints

the Company (acting through one or more Authorised Signatories) to act on its behalf as its

agent in relation to the Finance Documents and irrevocably authorises:

(i) the

Company on its behalf to supply all information concerning itself contemplated by this Agreement

or any other Finance Document to the Finance Parties and to give all notices and instructions

(including, in the case of a Borrower or Utilisation Requests), to make such agreements and

to effect the relevant amendments, supplements and variations capable of being given, made

or effected by any Obligor notwithstanding that they may affect the Obligor, without further

reference to or the consent of that Obligor; and

(ii) each

Finance Party to give any notice, demand or other communication to that Obligor pursuant

to the Finance Documents to the Company,

and,

in each case, the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation

Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice,

demand or other communication.

(b) Every

act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation,

notice or other communication given or made by the Company or given to the Company under

any Finance Document on behalf of another Obligor or in connection with any Finance Document

(whether or not known to any other Obligor and whether occurring before or after such other

Obligor became an Obligor under any Finance Document) shall be binding for all purposes on

that Obligor as if that Obligor had expressly made, given or concurred with it.

the event of any conflict between any notices or other communications of the Company and

any other Obligor, those of the Company shall prevail.

1.7 Security

Trustee’s limitation of liability to non-Beneficiaries

Clause

1.8 (Security Trustee limitation of liability to non-Beneficiaries) of the Security Trust Deed applies to this Agreement as if

set out in full (but as if all references in that Clause to “this Agreement” or “this deed” were references to

“this Agreement”).

1.8 Certificates

and Notices

Each

certificate or notice given under or in connection with this Agreement is on the basis that the director or officer signing does not

have any personal liability for the certificate or notice and that the certificate or notice is given on behalf of the relevant Obligor

and not the director or officer personally.

1.9 Currency

equivalents

The

Borrower will not be in default if a breach of an undertaking in Clause 19.3 (Negative Undertakings) has occurred solely as a

result of changes in the exchange rate or occurring after the time the relevant Obligor has incurred the relevant disposal, acquisition,

investment, distribution, financial accommodation, Security, Finance Debt, guarantee or other relevant action.

1.10 [***]

1.11 Limitation

of liability of trustee Lenders

Any

limitation of liability conforming to the requirements of Schedule 5 (Form of Transfer Certificate) contained in a Transfer Certificate

signed by a Lender which is a trustee of a fund will apply in respect of that Lender as if incorporated in this Agreement.

1.12 [***]

SECTION

THE

FACILITIES

2. The

Facilities

2.1 The

Facilities

(a) Subject

to the terms of this Agreement:

(i) the

Facility A Lenders will make available to the Borrowers a US dollar bullet term loan facility,

in an aggregate amount equal to the Total Facility A Commitments; and

(ii) the

Facility B Lenders will make available to the Borrowers a US dollar bullet term loan facility

in an aggregate amount equal to the Total Facility B Commitments.

2.2 Finance

Parties’ rights and obligations

(a) The

obligations of each Finance Party under the Finance Documents are several. Failure by a Finance

Party to perform its obligations under the Finance Documents does not affect the obligations

of any other Party under the Finance Documents. No Finance Party is responsible for the obligations

of any other Finance Party under the Finance Documents.

(b) The

rights of each Finance Party under or in connection with the Finance Documents are separate

and independent rights and any debt arising under the Finance Documents to a Finance Party

from an Obligor shall be a separate and independent debt.

Finance Party may, except as otherwise stated in the Finance Documents, separately enforce

its rights under the Finance Documents.

2.3 Facility

Offices

(a) Each

Lender must participate in a Utilisation through its Facility Office; and

(b) Any

Lender may nominate a different Facility Office for the purposes of making a particular Utilisation

to an Obligor, in which event such Facility Office shall be for all purposes of this Agreement

its Facility Office for that Utilisation or type of Utilisation but not otherwise.

3. Purpose

3.1 Purpose

Each

Borrower shall apply all amounts received by it under each Facility towards financing or refinancing (as applicable):

(a) the

purchase of the Servers;

(b) any

amounts that are required to be deposited in the Debt Service Reserve Account under this

Agreement; and

and expenses related to the Facilities.

3.2 Monitoring

Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions

of Utilisation

4.1 Initial

conditions precedent

The

Lenders will only be obliged to comply with Clauses 5.4 (Lenders’ participation) if on or before the proposed first Utilisation

Date, the Agent has received all of the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent) in

form and substance satisfactory to the Agent (acting on the instructions of all of the Original Lenders). The Agent shall notify the

Company and the Lenders promptly upon being so satisfied.

4.2 Further

conditions precedent – general

The

Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request

and on the proposed Utilisation Date:

(a) the

Agent has received a certificate signed by a director of each Obligor, confirming that on

the Utilisation Date, the Gross LTV will not exceed [***]% (pro forma for the Utilisation

and proposed use of proceeds);

(b) no

Default or Review Event is subsisting at the date of Utilisation or would result from the

proposed Utilisation;

Repeating Representations to be made by or by reference to each Obligor are true and correct

in all material respects and not misleading by reference to the facts then subsisting subject,

in the case of Repeating Representations (or Default relating to a Repeating Representation)

to any disclosure made by the Company to the Agent in writing and accepted by the Agent (acting

on the instructions of the Majority Lenders) on or prior to the date of such repetition;

and

(d) the

Agent has received a Utilisation Request in respect of the relevant Facility.

4.3 Maximum

number of Loans

more than the number of Loans specified below shall be outstanding at any time under the applicable Facility:

(a) Facility

A – 1 Loan per Borrower; and

(b) Facility

B – 1 Loan per Borrower.

SECTION

UTILISATION

5. Utilisation

– Loans

5.1 Delivery

of a Utilisation Request for Loans

Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion

of a Utilisation Request for Loans

Each

Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(a) it

identifies the Borrower of the proposed Utilisation;

(b) it

identifies the Facility to be utilised;

proposed Utilisation Date is a Business Day within the Availability Period applicable to

that Facility, and if both Facilities are being drawn, the Utilisation of the Facilities

must occur on the same Utilisation Date;

(d) the

currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount of

Loans); and

(e) the

proposed Interest Period complies with Clause 9 (Interest Periods).

5.3 Currency

and amount of Loans

The

currency specified in a Utilisation Request for a proposed Utilisation under each Facility must be US dollars.

5.4 Lenders’

participation

(a) If

the conditions set out in this Agreement have been met, each Lender shall make its participation

in each Loan available by the Utilisation Date through its Facility Office.

(b) The

amount of each Lender’s participation in each Loan will be equal to the proportion

borne by its Available Commitment to the Available Facility immediately prior to making the

Loan.

Agent shall notify each Lender of the amount of each Loan and of its participation in the

Loan by the Specified Time.

5.5 Cancellation

of Commitment

(a) The

Facility A Commitments which, at that time, are unutilised shall be immediately cancelled

at the end of the Availability Period for Facility A.

(b) The

Facility B Commitments which, at that time, are unutilised shall be immediately cancelled

at the end of the Availability Period for Facility B.

SECTION

REPAYMENT,

PREPAYMENT AND CANCELLATION

6. Repayment

6.1 Repayment

of Facility A and Facility B Loans

(a) The

Borrowers shall repay all outstanding Facility A Loans and Facility B Loans on the Maturity

Date in the currency in which drawn.

(b) No

Borrower may reborrow any part of Facility A or Facility B which is repaid.

7. Prepayment

and Cancellation

7.1 Illegality

If,

in any applicable jurisdiction, it is or becomes unlawful (or impossible as a result of a change in law or regulation) for any Lender

(or an Affiliate of that Lender) after the date on which the Lender or Affiliate becomes a Party hereto to perform any of its obligations

as contemplated by this Agreement or to fund or maintain its participation in any Utilisation:

(a) that

Lender shall promptly notify the Agent upon becoming aware of that event and the Agent shall

promptly notify the Company;

(b) upon

the Agent notifying the Company, each Available Commitment of that Lender will be immediately

cancelled; and

the extent that the Lender’s participation has not been transferred pursuant to Clause

22.8 (Lender substitution), each Borrower shall repay that Lender’s participation

in the Utilisations made to that Borrower on the date specified by the Lender in the notice

delivered to the Agent (being no earlier than the last day of any applicable grace period

permitted by law) and that Lender’s corresponding Commitments shall be immediately

cancelled in the amount of the participations repaid.

7.2 Voluntary

cancellation

The

Company may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior

irrevocable notice, cancel the whole or any part (if in part, being a minimum amount and multiples of US$1,000,000) of an Available Facility.

Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under that Facility.

7.3 Voluntary

prepayment

(a) A

Borrower to which a Utilisation has been made may, if it gives the Agent not less than 5

Business Days’ (or such shorter period as the Majority Lenders may agree) prior irrevocable

notice, prepay the whole or any part of that Utilisation and, subject to prepayment fee payable

under Clause 10.5 (Make Whole) and paragraph (b) below, without premium or penalty

(but, if in part, being an amount that reduces that Utilisation by a minimum amount and multiples

of US$1,000,000), and provided that the Borrowers may only prepay Facility B under this Clause

if on or before the relevant prepayment date, Facility A has been or will be repaid in full.

(b) No

Break Costs will be payable if the prepayment occurs on the last day of an Interest Period.

If prepayment occurs at any other time, Break Costs may apply.

7.4 Right

of cancellation in relation to a Defaulting Finance Party

(a) The

Company may give the Agent 5 Business Days’ notice of cancellation of each Available

Commitment of a Lender that is, and continues to be, a Defaulting Finance Party.

(b) On

the notice becoming effective, each Available Commitment of the Defaulting Finance Party

will reduce to zero.

Agent shall notify all the Lenders as soon as practicable after receiving the notice.

7.5 Restrictions

(a) Any

notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable

and, unless a contrary indication appears in this Agreement, shall specify the date or dates

upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation

or prepayment.

(b) Any

prepayment (including mandatory prepayments) under this Clause 7 shall be made together with

accrued interest on the amount prepaid and, subject to any Break Costs, prepayment fee payable

under Clause 10.5 (Make Whole) and otherwise without premium or penalty.

Borrower may reborrow any part of Facility A and Facility B which is prepaid.

(d) The

Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or

any part of the Commitments except at the times and in the manner expressly provided for

in this Agreement.

(e) No

amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If

the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that

notice to either the Company or the affected Lender, as appropriate.

(g) If

all or part of any Lender’s participation in a Utilisation under a Facility is repaid

or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further

conditions precedent – general)), an amount of the Lender’s Commitment in

respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

7.6 Mandatory

Prepayment

(a) The

Borrowers must apply the following amounts to prepay Loans under the Facilities as follows:

(i) (Excess

Cashflow sweep) commencing from the first full Interest Period following the Customer

Acceptance Date, (each Interest Period being a “Sweep Period” for this

purpose), an amount (“Sweep Amount”) equal to (A) the Excess Cashflow

at the end of the Sweep Period, multiplied by (B) the Applicable Percentage, provided (1)

there will be no requirement to prepay Loans under this paragraph if the amount to be prepaid

does not exceed [***] and (2) the amount of Excess Cashflow in paragraph (A) will be reduced

to the extent required to ensure that following the prepayment the aggregate cash of the

Obligors (excluding any amounts in the Debt Service Reserve Account and [***]) would not

be less than [***]. The Borrowers must pay the Sweep Amount for a Sweep Period on the Interest

Payment Date falling at the end of the Interest Period immediately following that Sweep Period

(“Sweep Payment Date”).

The

amount of mandatory prepayment under this Clause 7.6(a)(i) (Excess Cashflow sweep) for a Sweep Period will be reduced by any voluntary

prepayment (where the voluntary prepayment is accompanied by a contemporaneous and equal permanent reduction in the Commitment in respect

to the Facility that has been repaid) made between the end of that Sweep Period and the due date of payment of the Excess Cashflow for

that Sweep Period (“Subsequent Voluntary Prepayment”).

the extent that any Subsequent Voluntary Prepayment is used in a Sweep Period to reduce a mandatory prepayment in respect of the previous

Sweep Period, that Subsequent Voluntary Prepayment must not be used to reduce any other amount (whether mandatory prepayment amount or

otherwise) in that Sweep Period or any subsequent Sweep Period.

Excess

Cashflow which is not required to be applied as a Mandatory Prepayment may be applied, at the Borrower’s discretion, towards any

other purpose not prohibited by the Finance Documents.

(ii) (Disposal

of assets) an amount equal to the Disposal Proceeds.

(iii) (insurance

proceeds) an amount equal to the Insurance Proceeds (and excluding public liability,

personal injury, directors’ and officers’ liability, other third party liability

and workers compensation insurance, any business interruption element and amounts which the

relevant insurance policy requires to be applied to reinstate or replace assets), to the

extent those proceeds are not reinvested or committed to be reinvested in the business of

the Obligors within 12 months after receipt and, if so committed, not applied within 18 months

of receipt.

(iv) (Customer

Contract termination for convenience payments): an amount equal to any termination for

convenience payment received pursuant to a Customer Contract;

(v) [***].

(vi) (equity

cure): the proceeds of any Equity Contribution made in accordance with Clause 18.2(a)(i)

(Equity cure).

(b) Any

proceeds received by the Borrowers not required to be applied in prepayment under clause

7.6 (Mandatory Prepayment) shall be available for use by the Obligors for purposes

not prohibited by this Agreement.

to clause 10.5 (Make Whole), prepayments made pursuant to this clause on the last

day of an Interest Period will be made without premium or penalty and no Break Costs will

be payable.

7.7 Application

of repayments and prepayments

(a) Subject

to Clauses 7.7(b) and 7.7(c), if a Borrower repays or prepays the whole or any part

of a Utilisation under this Clause 7, the amount repaid or prepaid shall be applied rateably

among the participations of all Lenders under the relevant Facility (except in the case of

any repayment or prepayment under Clause 7.1 (Illegality) or Clause 22.8 (Lender

substitution) which shall be applied against the participation of the affected Lender

only).

(b) Amounts

prepaid under Clause 7.6 (Mandatory Prepayment), excluding amounts under Clause [***],

shall be applied:

(i) first,

to repay Facility A; and

(ii) second,

after Facility A has been repaid in full, to repay Facility B.

(d) A

mandatory prepayment under Clause 7.6(a)(iv) (Mandatory Prepayment - Customer Contract

termination for convenience payments), Clause [***] and 7.6(a)(vi) (Mandatory Prepayment

- equity cure) will be applied at the time of the relevant event giving rise to the prepayment.

(e) Any

mandatory prepayment required to be made under Clauses 7.6(a)(ii) (Mandatory Prepayment

- Disposal of assets), or 7.6(a)(iii) (Mandatory Prepayment - insurance proceeds)

must be applied on the date required under the relevant Clause or paid into the Prepayment

Account, provided that where paid into the Prepayment Account, such amounts may be deferred

from being applied in prepayment of the Facilities until the end of the then current Interest

Period relating to the Utilisation to be prepaid. Prepayments made pursuant to this paragraph

on the last day of an Interest Period will be made without Break Costs.

SECTION

COSTS

OF UTILISATION

8. Interest

8.1 Calculation

of interest

The

rate of interest on each Loan for each Interest Period is the applicable Interest Rate.

8.2 Payment

of interest

The

Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (“Interest

Payment Date”) and when the Loan is repaid or prepaid.

8.3 Default

interest

(a) If

an Obligor fails to pay any amount payable by it under a Finance Document (excluding a Hedge

Agreement) on its due date, interest shall accrue on the overdue amount from the due date

up to the date of actual payment (both before and after judgment) at a rate which, subject

to Clause 8.3(b), is the sum of 2% per annum and the rate which would have been payable if

the overdue amount had, during the period of non-payment, constituted a Loan in the currency

of the overdue amount for successive Interest Periods, each of a duration selected by the

Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately

payable by the Obligor on demand by the Agent.

(b) If

any overdue amount consists of all or part of a Loan which became due on a day which was

not the last day of an Interest Period relating to that Loan:

(i) the

first Interest Period for that overdue amount shall have a duration equal to the unexpired

portion of the current Interest Period relating to that Loan; and

(ii) the

rate of interest applying to the overdue amount during that first Interest Period shall be

the sum of 2% per annum and the rate which would have applied if the overdue amount had not

become due.

interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount

at the end of each Interest Period applicable to that overdue amount but will remain immediately

due and payable.

8.4 Interest

Rate Increase

Without

prejudice to the Majority Lender’s rights under Clause 20.16 (Acceleration):

(a) if

an Event of Default has occurred under Clause 20.14(c) (Material Contracts - illegality,

cessation or force majeure), the Agent and the Company will negotiate in good faith to

try and agree whether any changes to the Finance Documents or other actions are necessary

following the Event of Default for a period of 15 calendar days, or such longer period agreed

in writing by the Agent (acting on the instructions of the Majority Lenders (“Consultation

Period”); and

(b) if

no agreement is reached by the end of the Consultation Period, and provided the relevant

Event of Default is still subsisting, the Interest Rate applicable to a Loan will be increased

by an additional [***] per annum from the date immediately after the end of the Consultation

Period until the Event of Default has been remedied or waived in writing by the Agent, each

in accordance with the Finance Documents.

9. Interest

Periods

9.1 Interest

Periods

(a) Each

Interest Period for a Loan is 1 Month. An Interest Period for a Loan shall not extend beyond

the Maturity Date applicable to its Facility.

(b) Each

Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the

last day of its preceding Interest Period.

9.2 Non-Business

Days

an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business

Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10. Fees

10.1 Agent’s

fee

(a) The

Company shall pay to the Agent (for its own account) a fee in the amount and at the times

agreed in a Fee Letter. For the avoidance of doubt, any such Fee Letter may be amended by

agreement between the Company and the Agent without the consent of any other Beneficiary.

(b) No

such fee will be payable if Financial Close does not occur.

10.2 Security

Trustee’s fee

(a) The

Company shall pay to the Security Trustee (for its own account) a fee in the amount and at

the times agreed in a Fee Letter. For the avoidance of doubt, any such Fee Letter may be

amended by agreement between the Company and the Security Trustee without the consent of

any other Beneficiary.

(b) No

such fee will be payable if Financial Close does not occur.

10.3 Upfront

Fee

The

Company shall pay to (or cause to be paid to) the Agent (for the account of each Original Lender) or to each Original Lender an upfront

fee in the amount and at the times agreed in a Fee Letter.

10.4 Commitment

Fee

(a) The

Company shall pay to the Agent (for the account of each Lender) a fee computed at the rate

of [***] on that Lender’s Available Commitment under Facility A and Facility B (as

applicable) beginning at the date which is 30 days from the date of this Agreement and ending

on the last day of the applicable Availability Period.

(b) The

accrued commitment fee is payable on the last day of the Availability Period for each Facility

and on the cancelled amount of the relevant Lender’s Facility A Commitment and Facility

B Commitment (as applicable) at the time the cancellation is effective, but no commitment

fee shall be payable if Financial Close does not occur.

commitment fee is payable on any Available Commitment of a Lender for any day on which that

Lender is a Defaulting Finance Party.

10.5 Make

Whole

(a) If

Facility B is prepaid or repaid as a result of any of the following during the Make Whole

Period:

(i) a

voluntary prepayment of Facility B under Clause 7.3 (Voluntary prepayment), excluding

any amount prepaid after the relevant Calculation Date to cure a breach of the Gross LTV

Ratio pursuant to Clause 18.2 (Equity cure) but only to the extent necessary to cure

such breach;

(ii) a

mandatory prepayment of Facility B under:

(A) Clause

7.6(a)(ii) (Mandatory prepayment – Disposal of assets);

(B) Clause

21.3(a) (Consequences of a Review Event) as a result of a Change of Control; or

20.15 (Acceleration),

the

Borrowers shall pay to the Agent (for the account of the Facility B Lenders) a prepayment fee equal to the Make Whole Amount on the date

of such prepayment.

(b) The

Agent shall not be responsible for calculating the Make Whole Amount, and each Lender shall

be responsible for confirming the Make Whole Amount calculation is correct.

prepayment fee is payable under this Clause to a Lender where such prepayment is as a result

of that Lender being a Defaulting Finance Party.

For

the purposes of this Clause:

“Make

Whole Amount” means an amount equal to the net present value (calculated by applying a discount rate equal to [***]) on the prepayment date of all interest which would otherwise have been payable

on the Prepayment Amount for the balance of the Make Whole Period had the prepayment not occurred.

“Make

Whole Period” means the period from the Utilisation Date under this Agreement to but excluding the date that is 18 months after

that Utilisation Date.

“Prepayment

Amount” means the principal amount of Facility B prepaid as described under paragraph (a).

10.6 Break

Costs

(a) Each

Borrower shall, within 3 Business Days of demand or the date specified in the demand (whichever

is later) by a Finance Party, pay to that Finance Party its Break Costs attributable to all

or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last

day of an Interest Period for that Loan or Unpaid Sum.

(b) Each

Lender shall, as soon as reasonably practicable after a demand by the Agent or the Company,

provide a certificate confirming the amount of its Break Costs for any Interest Period in

which they accrue.

10.7 Non-refundable

All

fees payable under this Clause 10 (Fees) are non-refundable unless otherwise agreed by the Agent (acting on the instructions of

all the Lenders entitled to such fees).

SECTION

ADDITIONAL

PAYMENT OBLIGATIONS

11. Tax

Gross-Up and Indemnities

11.1 Definitions

this Clause 11:

“Protected

Party” means a Finance Party which is or will be, subject to any liability or required to make any payment or deduction for

or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable)

under a Finance Document.

“Tax

Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax

Payment” means the payment of an additional amount by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up - payments

by Obligors), or a payment under Clause 11.3 (Tax indemnity).

11.2 Tax

gross-up - payments by Obligors

(a) Each

Obligor shall make all payments to be made by it under the Finance Documents without any

Tax Deduction unless such Tax Deduction is required by law.

(b) An

Obligor or a Finance Party shall promptly upon becoming aware that an Obligor must make a

Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify

the Agent accordingly. If the Agent receives such notification from a Finance Party it shall

notify the Company and that Obligor.

a Tax Deduction is required by law to be made by an Obligor except in relation to a Tax described

in Clause 11.4(a) to (f) (Exceptions to gross-up and indemnity) (other than the exceptions

in Clauses 11.4(b)(i) and 11.4(b)(ii)), the Obligor shall pay an additional amount together

with the payment so that, after making any Tax Deduction, the Finance Party receives an amount

equal to the payment which would have been due if no Tax Deduction had been required.

(d) If

an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction

and any payment required in connection with that Tax Deduction within the time allowed and

in the minimum amount required by law.

(e) Within

30 days of making either a Tax Deduction or any payment required in connection with that

Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance

Party entitled to the payment evidence satisfactory to that Finance Party, acting reasonably,

that the Tax Deduction has been made and any appropriate payment paid to the relevant taxing

authority.

11.3 Tax

indemnity

(a) The

Company shall (within 10 Business Days of demand or the date specified in the demand (whichever

is later) by the Agent), pay to a Protected Party an amount equal to the loss, liability

or Cost which that Protected Party determines acting reasonably in good faith will be or

has been (directly or indirectly) suffered for or on account of Tax by that Protected Party

in respect of a Finance Document or a transaction or payment under it except in relation

to a Tax described in Clause 11.4 (Exceptions to gross-up and indemnity).

(b) A

Protected Party making or intending to make a claim pursuant to this Clause 11.3 shall promptly

notify the Agent of the event which will give, or has given, rise to the claim, following

which the Agent shall notify the Company.

Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3, notify

the Agent.

11.4 Exceptions

to gross-up and indemnity

Clause

11.3 (Tax indemnity) shall not apply:

(a) with

respect to any Tax assessed on a Finance Party if that Tax is imposed on or calculated by

reference to the net income received or receivable by that Finance Party:

(i) under

the law of the jurisdiction in which that Finance Party is incorporated or, if different,

the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for

tax purposes; or

(ii) under

the law of the jurisdiction in which that Finance Party (or, in the case of a Lender, that

Lender’s Facility Office) is located in respect of amounts received or receivable in

that jurisdiction (for the avoidance of doubt, a Finance Party will not be regarded as being

located in a jurisdiction merely as a result of being a party to a Finance Document);

(b) to

the extent the relevant loss, liability or Cost:

(i) in

relation to Clause 11.3 (Tax indemnity) only, is compensated for by a payment under

Clause 11.2 (Tax gross-up - payments by Obligors);

(ii) in

relation to Clause 11.3 (Tax indemnity) only, would have been compensated for under

Clause 11.2 (Tax gross-up - payments by Obligors) but was not so compensated solely

because one or more of the exclusions described in this Clause 11.4 (other than this paragraph

(ii)) applied; or

(iii) relates

to a FATCA Deduction required to be made by a Party.

respect of a Tax which would not be required to be deducted by an Obligor if, before the

Obligor makes a relevant payment, the relevant Finance Party, or an entity acting on behalf

of the Finance Party, provided the Obligor with any of its name, address, tax file number,

Australian business number, registration number or similar details or any relevant tax exemption

or similar details;

(d) with

respect to any withholding or deduction on account of the Obligor receiving a direction under

section 255 or section 260-5 of Schedule 1 of the Tax Act or any similar law;

(e) which

is Australian Withholding Tax which arises (1) in respect of any interest paid to a Lender

that is an Offshore Associate of the relevant Borrower, or (2) as a result of there being

fewer than two Lenders under this Agreement; or

(f) in

respect of a Lender, to the extent the relevant Tax Deduction, loss, liability or Cost results

from a breach by that Lender of any of its representations and warranties under Clause 28.2

(Lenders’ representations and warranties).

11.5 Tax

Credit

an Obligor makes a Tax Payment and the relevant Finance Party determines in its acting reasonably in good faith that:

(a) a

Tax Credit is attributable to that Tax Payment or to a Tax Deduction in consequence of which

that Tax Payment was required; and

(b) that

Finance Party has obtained, utilised and retained that Tax Credit,

subject

to Clause 26 (Conduct of Business by the Finance Parties), the Finance Party shall pay an amount to the Obligor which that Finance

Party determines in its absolute discretion (acting in good faith) will leave that Finance Party (after that payment) in the same after-Tax

position as it would have been in had the circumstances not arisen which caused the Tax Payment to be required to be made by the Obligor.

11.6 Stamp

duties and Taxes

The

Company shall:

(a) pay;

and

(b) within

10 Business Days of demand or the date specified in the demand (whichever is later), indemnify

each Finance Party against any Cost, loss or liability that Finance Party incurs in relation

to,

all

stamp duty, registration or similar Tax payable in respect of any Finance Document except Transfer Certificates or assignment agreements.

11.7 Indirect

Tax

(a) All

payments to be made by an Obligor under or in connection with any Finance Document have been

calculated without regard to Indirect Tax. If all or part of any such payment is the consideration

for a taxable supply or chargeable with an Indirect Tax then, when the Obligor makes the

payment:

(i) it

must pay to the Finance Party an additional amount equal to that payment (or part) multiplied

by the appropriate rate of Indirect Tax; and

(ii) the

Finance Party will promptly provide to the Obligor a tax invoice complying with the relevant

law relating to that Indirect Tax.

(b) Where

a Finance Document requires an Obligor to reimburse or indemnify a Finance Party for any

Costs, that Obligor shall also at the same time pay and indemnify that Finance Party against

all Indirect Tax incurred by that Finance Party in respect of the Costs save to the extent

that that Finance Party is entitled to repayment or credit in respect of the Indirect Tax.

The Finance Party will promptly provide to the Obligor a tax invoice complying with the relevant

law relating to that Indirect Tax. Unless notified by that Finance Party, the Obligor must

assume that the Finance Party is not entitled to any input tax credit for that Indirect Tax.

The Finance Party must promptly notify the Obligor if it is entitled to any input tax credit

for that Indirect Tax. A reference in this paragraph (b) to a Finance Party being entitled

to a repayment, credit or input tax credit includes a reference to a representative member

of an Indirect Tax group of which the Finance Party is a member.

11.8 FATCA

Information

(a) Subject

to Clause 11.8(c), each Party shall, within thirty Business Days of a reasonable request

by another Party:

(i) confirm

to that other Party whether it is:

(A) a

FATCA Exempt Party; or

(B) not

a FATCA Exempt Party; and

(ii) supply

to that other Party such forms, documentation and other information relating to its status

under FATCA as that other Party reasonably requests for the purposes of that other Party’s

compliance with FATCA; and

(iii) supply

to that other Party such forms, documentation and other information relating to its status

as that other Party reasonably requests for the purposes of that other Party’s compliance

with any other law, regulation, or exchange of information regime.

(b) If

a Party confirms to another Party pursuant to Clause 11.8(a)(i) that it is a FATCA Exempt

Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt

Party, that Party shall notify that other Party reasonably promptly.

11.8(a) shall not oblige any Finance Party to do anything, and Clause 11.8(a)(iii) shall

not oblige any other Party to do anything, which would or might in its reasonable opinion

constitute a breach of:

(i) any

law or regulation;

(ii) any

fiduciary duty; or

(iii) any

duty of confidentiality.

(d) If

a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation

or other information requested in accordance with paragraph (a)(i) or (ii) above (including,

for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be

treated for the purposes of the Finance Documents (and payments under them) as if it is not

a FATCA Exempt Party until such time as the Party in question provides the requested confirmation,

forms, documentation or other information.

11.9 FATCA

Deduction

(a) Each

Party may make any FATCA Deduction it is required to make by FATCA, and any payment required

in connection with that FATCA Deduction, and no Party shall be required to increase any payment

in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient

of the payment for that FATCA Deduction.

(b) Each

Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there

is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom

it is making the payment and, in addition, shall notify the Company and the Agent and the

Agent shall notify the other Finance Parties.

12. Increased

costs

12.1 Increased

costs

(a) Subject

to Clause 12.3 (Exceptions) the Company shall, within 7 Business Days of a demand

or the date specified in the demand (whichever is later) by the Agent, pay for the account

of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any

of its Affiliates as a result of:

(i) the

introduction of or any change in (or in the interpretation, administration or application

of) any law or regulation; or

(ii) compliance

with any law or regulation,

made

after the date of this Agreement (in the case of the Original Lenders) or the date that Finance Party becomes a Party to this Agreement

(in the case of other Lenders). This includes any law or regulation with regard to capital adequacy, prudential limits, liquidity, reserve

assets or Tax.

(b) In

this Agreement, “Increased Costs” means:

(i) a

reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s)

overall capital (including as a result of any reduction in the rate of return on capital

as more capital is required to be allocated);

(ii) an

additional or increased cost; or

(iii) a

reduction of any amount due and payable under any Finance Document,

which

is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having

entered into its Commitment or funding or performing its obligations under any Finance Document.

12.2 Increased

cost claims

(a) A

Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs)

shall notify the Agent of the event giving rise to the claim, following which the Agent shall

promptly notify the Company.

(b) Each

Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate

confirming the amount of its Increased Costs and the basis of computation of the claim to

the extent that it is readily calculable (except disclosure may be limited to the extent

required by any confidentiality obligations, internal policies and/or practices or compliance

requirements).

12.3 Exceptions

Clause

12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable

to a Tax Deduction required by law to be made by an Obligor;

(b) attributable

to a FATCA Deduction required to be made by a Party;

for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause

11.3 (Tax indemnity)) but was not so compensated solely because one or more of the

exclusions in Clause 11.4 (Exceptions to gross-up and indemnity) applied;

(d) attributable

to the breach by the relevant Finance Party or its Affiliates of any law or regulation or

the terms of any Finance Document;

(e) incurred

more than 120 days before the Finance Party makes the claim for that Increased Cost;

(f) attributable

to a change to, or the introduction of, a regulatory standard to implement any statements

of intention or other announcements from a Government Agency that has been publicly released

(including, for the avoidance of doubt, draft regulatory standards that have been released

for public consultation to the extent the standards ultimately imposed are no more onerous

than the draft) and is applicable to the Lender under or in connection with Basel II or Basel

III prior to the date such Lender becomes party to this Agreement. For these purposes:

(i) “Basel

II” means requests, rules, guidelines, directives, prudential standards or similar

requirements:

(A) developed,

introduced, issued or imposed under or in connection with, or in order to implement, the

“International Convergence of Capital Measurement and Capital Standards, a Revised

Framework” published by the Bank of International Settlements (“BIS”),

as amended, supplemented, replaced or restated from time to time (prior to the date on which

the Lender became the Lender); and

(B) published

by the BIS or the Financial Stability Board (“FSB”) relating to the foregoing;

and

(ii) “Basel

III” means requests, rules, guidelines, directives, prudential standards or similar

requirements:

(A) developed,

introduced, issued or imposed under or in connection with, or in order to implement, the

“Basel III: A global regulatory framework for more resilient banks and banking systems”,

“Basel III: International framework for liquidity risk measurement, standards and monitoring”,

“Guidance for national authorities operating the countercyclical capital buffer”

and “Globally systemically important banks: Assessment methodology and the additional

loss absorbency requirement - consultative document” published by BIS, each as amended,

supplemented, replaced or restated from time to time (prior to the date the Lender became

a Lender); and

(B) published

by the BIS or the FSB relating to the foregoing.

13. Other

Indemnities

13.1 Currency

indemnity

(a) If

any sum due from an Obligor under the Finance Documents (a “Sum”), or

any order, judgment or award given or made in relation to a Sum, has to be converted from

the currency (the “First Currency”) in which that Sum is payable into

another currency (the “Second Currency”) for the purpose of:

(i) making

or filing a claim or proof against that Obligor; or

(ii) obtaining

or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that

Obligor shall as an independent obligation, within 7 Business Days of demand or the date specified in the demand (whichever is later),

indemnify each Finance Party to whom that Sum is due against any Cost, loss or liability, and the relevant Finance Party shall account

to that Obligor for any profit made by that Finance Party, arising out of or as a result of the conversion including any discrepancy

between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates

of exchange available to that person at the time of its receipt of that Sum.

(b) Each

Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance

Documents in a currency or currency unit other than that in which it is expressed to be payable.

13.2 Other

indemnities

The

Company shall (or shall procure that an Obligor will), within 10 Business Days of demand or the date specified in the demand (whichever

is later), indemnify each Finance Party against any Cost, loss or liability (including legal fees) incurred by that Finance Party as

a result of:

(a) the

occurrence of any Event of Default;

(b) any

third party or governmental enquiry, investigation, subpoena (or similar order) or litigation

with respect to any Obligor or with respect to the transactions contemplated or financed

under the Finance Documents;

failure by an Obligor to pay any amount due under a Finance Document on its due date, including

without limitation, any Cost, loss or liability arising as a result of Clause 27 (Sharing

among the Finance Parties);

(d) funding,

making arrangements to fund, or the use of, its participation in a Utilisation requested

in a Utilisation Request but not made by reason of the operation of any one or more of the

provisions of this Agreement (other than by reason of default or negligence by that Finance

Party alone);

(e) a

Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment

given by a Borrower or the Company; or

(f) an

amount being paid or payable by that Finance Party to the Agent under Clause 25.10 (Lenders’

indemnity to the Agent).

13.3 Indemnity

to the Agent

The

Company shall promptly indemnify the Agent against any Cost, loss or liability incurred by the Agent (acting reasonably on the instructions

of the Majority Lenders) as a result of:

(a) investigating

any event which it reasonably believes is an Event of Default;

(b) acting

or relying on any notice, request or instruction which it reasonably believes to be genuine,

correct and appropriately authorised; or

lawyers, accountants, tax advisers, surveyors or other experts or professional advisers as

permitted under this Agreement.

14. Mitigation

by the Finance Parties

14.1 Mitigation

(a) Each

Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate

any circumstances which arise and which would result in any Facility ceasing to be available

or any amount becoming payable under, or pursuant to, or its Commitment cancelled pursuant

to, any of: Clause 7.1 (Illegality) or Clause 11 (Tax Gross-Up and Indemnities)

(other than Clause 11.7 (Indirect Tax)) or Clause 12.1 (Increased costs) including

(but not limited to) transferring its rights and obligations under the Finance Documents

to another Affiliate or, in the case of a Lender, another Facility Office.

(b) Clause

14.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents.

14.2 Limitation

of liability

(a) The

Obligors shall promptly indemnify each Finance Party for all costs reasonably incurred by

that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b) A

Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if,

in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to

it.

15. Costs

and Expenses

15.1 Transaction

expenses

Without

limiting Clause 15.3 (Enforcement costs), the Obligors shall pay, within 5 Business Days of demand by the Agent or specified due

date whichever is later (accompanied by reasonable substantiation details) all reasonable legal fees (subject to such caps as are reasonably

agreed between the Company and the Lenders) and disbursements of a single firm retained by the Lenders, the Agent, the Security Trustee

and the other Lenders as a group as legal counsel in connection with the negotiation, preparation, execution, stamping, registration

and perfection of the Finance Documents pre-approved by the Borrower for individual costs and expenses in excess of US$3,000 (such approval

not to be unreasonably withheld or delayed).

15.2 Amendment

costs

an Obligor requests an amendment, waiver or consent, the Company shall within 10 Business Days of demand, reimburse the Agent and each

other Finance Party for the amount of all Costs (including legal fees) reasonably incurred by the Agent or any Finance Party (including

any Receiver) in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement

costs

The

Company shall, within 5 Business Days of demand, pay to each Finance Party the amount of all Costs (including legal fees) incurred by

that Finance Party (and, in the case of the Security Trustee, by any Receiver) in connection with the enforcement of, or the preservation

of any rights under, any Finance Document and any proceedings instituted by or against the Security Trustee as a consequence of taking

or holding the Security.

Section

REPRESENTATIONS,

UNDERTAKINGS, EVENTS OF DEFAULT

16. Representations

16.1 General

Each

Obligor makes the following representations and warranties set out in this Clause 16 to each Finance Party in respect of itself.

16.2 Status

is duly incorporated and validly existing under the laws of its place of incorporation.

16.3 Binding

obligations

The

obligations expressed to be assumed by it in each of the Transaction Documents to which it is a party are legal, valid, binding and enforceable

in accordance with their terms and each Transaction Security granted by it constitutes a valid and effective Transaction Security in

accordance with its terms over the property to which it is expressed to apply with the priority stated in that applicable Transaction

Security Document, in each case, subject to Reservations.

16.4 Non-conflict

with other obligations

The

entry into and performance by it of any obligations under, and the transactions contemplated by, the Transaction Documents to which it

is or is to be a party does not (and will not) breach or conflict with

(a) its

constitutional documents;

(b) any

laws and regulations applicable to it; or

Authorisation, agreements or instrument binding on it or any of its assets,

where

in the case of (b) and (c) to do so would have a Material Adverse Effect.

16.5 Power

and authority

has the corporate power and authority to:

(a) enter

into and perform and deliver its obligations under the Transaction Documents to which it

is or is to be a party; and

(b) to

own its assets and to carry on its business as conducted or contemplated where failure to

do so would have a Material Adverse Effect.

16.6 Authorisations

has obtained all Authorisations, which continue to be in full force and effect and which conditions it is complying with, which are required:

(a) subject

to the Reservations, for the entry into and exercise of its rights and performance by it

of its obligations under the Finance Documents and the validity and enforceability of those

documents;

(b) to

ensure the admissibility in evidence in its relevant jurisdiction of any Transaction Document;

and

it to conduct its business where failure to obtain or maintain that Authorisation would have

a Material Adverse Effect.

16.7 Governing

law and enforcement

Subject

to the Reservations:

(a) the

choice of governing law by which a Transaction Document (to which it is a party) is expressed

to be governed will be recognised and enforced in its relevant jurisdiction; and

(b) any

judgment obtained in relation to a Transaction Document (to which it is a party) in the jurisdiction

of the governing law of that Transaction Document will be recognised and enforced in its

relevant jurisdiction.

16.8 No

filing or stamp taxes

Subject

to the Reservations, under the laws of its relevant jurisdiction it is not necessary that the Finance Documents be filed, recorded or

enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be

paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (excluding any assignments

or transfers made pursuant to this Agreement) except:

(a) any

filing, registration, recording or enrolling or any tax or fee payable which is referred

to in any legal opinion and which will be made or paid promptly after the date of the relevant

Finance Document and, in any event, within the relevant period allowed by applicable law;

(b) any

stamp, registration or other similar Taxes which are payable in respect of an assignment,

transfer or other alienation of any kind by a Lender of any of its rights and/or obligations

under a Finance Document.

16.9 No

Default

(a) No

Default has occurred as at Financial Close; and

(b) To

the best of its information and knowledge, having made due inquiry, no Event of Default has

occurred and is subsisting (or would result from the making of any drawdown or the entry

into, or the performance of, any transaction contemplated by any Transaction Document) of

which it is aware which has not been notified to the Agent.

16.10 No

misleading information

the best of its information, knowledge and belief after making due inquiry (but subject to any qualifications made when the relevant

information is made available):

(a) all

material written factual information disclosed to the Finance Parties in connection with

the Transaction Documents taken as a whole in relation to any particular issue, is true in

all material respects and not incorrect or misleading in any material respect at the date

it was provided or as at the date (if any) at which it was stated;

(b) all

financial projections provided in writing (including the financial model provided to the

Agent) were prepared in good faith on the basis of the most recently available historical

information and on the basis of assumptions believed by the Company to be reasonable at the

time they were provided (or updated) (it being understood that such projections are subject

to significant uncertainties and contingencies, many of which are beyond the control of the

Company and that no assurance can be given that the projections will be realised); and

copies of documents given by it or on its own behalf to the Agent are true and complete copies

as at the date they were given unless expressly specified otherwise.

16.11 Financial

statements

(a) To

the best of its knowledge, information and belief, the financial statements were prepared

in accordance with and comply with Accounting Principles (except to the extent disclosed

in them) and with all applicable laws.

(b) The

most recent financial statements delivered under Clause 17.1(a) (Reporting Undertakings

- annual) and Clause 17.1(b) (Reporting Undertakings - quarterly) (as applicable)

give a true and fair view (if audited) or fairly present (if unaudited) (as applicable) the

matters with which they deal and the financial condition and state of affairs of the Obligors

as at the date they were prepared and the results and operations of the Obligors for the

period they cover.

16.12 Pari

passu ranking

Subject

to the Reservations and obligations mandatorily preferred by any law applying to companies generally, each of its payment obligations

under each Finance Document rank at least pari passu with the claims of all its unsecured and unsubordinated creditors.

16.13 No

proceedings pending or threatened

the best of its information, knowledge and belief after having made due inquiry, there is no current or pending litigation and no other

litigation, arbitration, administrative proceedings or other actions outstanding or threatened in writing, which has a reasonable prospects

of an adverse determination and which in any such case if adversely determined, would have a Material Adverse Effect (taking into account

available funding and/or insurances available to meet such liability, and likely contribution to that liability by other defendants such

as the supplier(s)).

16.14 Authorised

signatories

Any

person specified as its authorised signatory in a Verification Certificate delivered as a condition precedent to Financial Close or pursuant

to Clause 17.2(d)(iii) (Information: miscellaneous) is authorised to sign Utilisation Requests and other notices on its behalf

except where it has previously notified the Agent that the authority has been revoked.

16.15 Security

Ranking

Subject

to the Reservations, the Transaction Security has or will have the ranking in priority which it is expressed to have in the Transaction

Security Documents and it is not subject to any prior ranking or pari passu ranking Security other than Permitted Security.

16.16 Good

title to assets

(a) It

is the sole legal and beneficial owner of all of its Secured Property (and has authority

to give security over that Secured Property as contemplated by the Transaction Security Documents),

and owns or has the right to use its other property necessary for the conduct of its business

where failure to do so would have a Material Adverse Effect, unless it is a trustee (as disclosed

to the Agent prior to the date it became an Obligor or if it became trustee of any property

acquired after it became Obligor, as disclosed to the Agent at the time of acquisition of

such property).

(b) Immediately

following the acquisition of the Servers, the Borrowers shall be the sole legal and beneficial

owner of Servers acquired under such acquisition and over which it purports to grant Security.

16.17 Shares

(a) The

shares of any wholly-owned Obligor subject to a Transaction Security under a Finance Document

constitutes all the share capital of the relevant Obligor, such shares are fully paid and

freely transferable and no person (other than another Obligor) has or is entitled to any

option or other right to call for the issue of share capital of any such Obligor.

(b) The

constitutional documents of companies which are wholly-owned Obligors whose shares are subject

to a Transaction Security do not restrict or inhibit any transfer of those shares on creation

or enforcement of the relevant Transaction Security.

16.18 Group

Structure Diagram

at the date of Financial Close, subject to any changes notified in writing to and accepted by the Agent, the Group Structure Diagram

is complete and accurate in all material respects.

16.19 Sanctions

Obligor nor any of their respective directors, officers or employees nor any persons acting on any of their behalf:

(a) is

a Restricted Party, is owned or controlled by a Restricted Party or owns or controls a Restricted

Party;

(b) has

a Restricted Party serving as director, officer or, to the best of its knowledge, employee;

directly or indirectly violated or is directly or indirectly violating any applicable Sanctions;

(d) is

directly or indirectly engaging in or has directly or indirectly engaged in any activity

with a Restricted Party or in any other activity that may result in any person becoming a

subject of applicable Sanctions;

(e) is

directly or indirectly engaging in or has directly or indirectly engaged in any activity

with or for the benefit of any Restricted Party or any other activity which would cause any

person to be in breach of applicable Sanctions; or

(f) is

directly or indirectly subject to any claim, proceeding, investigation or notice with respect

to applicable Sanctions.

16.20 Anti-Bribery

and Anti-Money Laundering

connection with the Transaction Documents and the Facilities, neither the Obligors, nor any director or officer has violated (a) any

applicable anti-bribery law including the US Foreign Corrupt Practices Act of 1977 (as amended), the United Kingdom Bribery Act, anti-bribery

legislation promulgated by the European Union and implemented by its member states and other applicable anti-bribery and anti-corruption

laws and regulations (“Anti-Bribery Laws”) or (b) any applicable anti-money laundering-related laws and regulations,

including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter

-Terrorism Financing Rules (“Anti-Money Laundering Laws”).

16.21 Intellectual

Property

(a) Each

Borrower owns or has the right to use the Intellectual Property which are necessary for the

performance of the Customer Contracts, including in accordance with the applicable Material

Contracts.

(b) To

the knowledge of each Borrower, no product, process, method, service, substance, part or

other material offered for sale, sold, contemplated to be sold or used by it in connection

with its business that is not provided by an Affiliate, infringes, misappropriates or violates

any Intellectual Property owned by any other Person in a way which has a Material Adverse

Effect.

16.22 Export

Controls

connection with the delivery of the Services, the Obligors have not violated any applicable Export Control Laws.

16.23 Data

Protection and Cyber Security

Except

as would not reasonably be expected to have a Material Adverse Effect:

(a) to

the best of its information, knowledge and belief after making reasonable enquiries, the

Obligors have not experienced any security incident, security breach, cyber incident, cyber

security incident, personal data breach, or otherwise similarly defined unauthorised cyber

breach (collectively, “Cyber Security Incidents”) related to personal

data, material confidential Obligors data, or information technology, in each case, which

would require notification of individuals, other affected parties, law enforcement, or any

Governmental Agency;

(b) the

Obligors have not received any subpoenas, demands, or other notices from any Governmental

Agency investigating, inquiring into, or otherwise relating to any actual or potential violation

of any Data Protection Laws or Cyber Security Incident and, to the knowledge of the Obligors,

Obligors are not under investigation by any Governmental Agency for any actual or potential

violation of any Data Protection Laws or Cyber Security Incidents;

notice, complaint, claim, enforcement action, proceeding, or litigation, has been served

on, or initiated against the Obligors or any of their directors, officers, employees or agents

(in their capacity as such) by any Person or Governmental Agency under any Data Protection

Laws; and

(d) the

execution, delivery and performance of this Agreement shall not cause, constitute, or result

in a breach or violation of any Data Protection Laws or any terms of service or privacy policy

entered into by the users of the Obligors’ services.

16.24 End

Use by Customer

the best of its information, knowledge and belief, neither the Customer nor any of its Customer’s end-users have used or will use

any of the Services for any military or military intelligence end-uses (or on behalf of any military or military intelligence end-user),

for development or production activities pertaining to nuclear weapons or materials, explosive devices, rocket or missile systems, unmanned

air vehicle systems, chemical, biological, or radiological weapons or delivery systems, or for any other end use that is in violation

of any Export Control Laws.

16.25 Warranties

and support services

and from the date payment has been made by the relevant Borrower (or by any other party) to:

(a) [***]

under a [***] Purchase Order;

(b) [***]

under a [***] Purchase Order; or

other third-party Server procurer under the relevant ordering document,

all

required payments for all Warranties and support services in relation to the Servers procured under that relevant arrangement are paid

in full.

16.26 Material

Contract

(a) The

Material Contracts constitute and include all material contracts and agreements, to which

an Obligor is a party, relating to the Project.

(b) Copies

of all Material Contracts have been delivered to the Agent by the Obligors.

16.27 Taxation

(a) It

has paid all material Taxes imposed on it in respect of the Obligors’ assets and business

(including those which are taken to be assets or (if applicable) a business of the Head Company

of a Consolidated Group of which an Obligor is a member) within the time period allowed save

where contested in good faith and where adequate reserves or undrawn credit facilities have

been maintained for the payment of such Taxes if the contest is adversely decided and where

such payment can be lawfully withheld.

(b) It

has promptly filed, or caused to be filed, all tax returns, business activity statements

and other tax filings which are required to be filed under applicable Tax law and related

legislation, where failure to do so would result in a Material Adverse Effect.

Obligor that is or becomes a member of a Consolidated Group is a party to a valid Tax Sharing

Agreement and Tax Funding Agreement before any Group Liability first becomes due for that

Consolidated Group that covers all Group Liabilities of the Consolidated Group. Each Obligor

that is or becomes a member of a GST group is party to a valid Indirect Tax Sharing Agreement

and Indirect Tax Funding Agreement that covers all Indirect Tax Amounts of the GST group.

16.28 Disclosure

has disclosed to the Agent, all material facts relating to the Obligors, the Transaction Documents and the Secured Property of which

it is aware and which it believes in good faith, which if not disclosed, would materially adversely affect the decision of a prudent

and reasonable financial institution to enter into the Finance Documents and to carry out the transactions that they contemplate.

16.29 Qualifications

The

representations and warranties given under Clause 16 (Representations) will be qualified to the extent that:

(a) a

matter was disclosed to the Agent in writing and the Company received no written objection

to the disclosure before the Agent executed this Agreement;

(b) a

matter was disclosed to, and accepted by, the Agent in writing; and

is incorrect solely as a consequence of the Security Trustee having failed to take any perfection

steps, except to the extent such failure is caused by any Obligor.

16.30 Times

when representations made

(a) All

representations and warranties are made on the date of this Agreement and at Financial Close

and the Repeating Representations are further repeated on the date of each Utilisation Request,

each subsequent Utilisation Date, the last day of each Interest Period and each Compliance

Certificate delivery date.

(b) All

representations and warranties are subject to any disclosure made by the relevant Obligor

to the Agent in writing and accepted by the Agent on or prior to the date of such repetition.

representation or warranty deemed to be made after the date of this Agreement shall be deemed

to be made by reference to the facts and circumstances existing at the date the representation

or warranty is deemed to be made.

17. Information

Undertakings

17.1 Reporting

Undertakings

The

Company shall supply to the Agent:

(a) (annual)

within 120 days (but in relation to the first annual Financial Statements after Financial

Close, 150 days) after the end of each Borrower’s Financial Years that occurs after

Financial Close, audited Financial Statements for each of the Borrowers for that Financial

Year (which may be provided on a consolidated basis with one or more other Obligors); and

(b) (quarterly)

within 45 days (but in relation to the first two financial quarters after Financial Close,

60 days) after the end of each quarter, quarterly unaudited consolidated management accounts

(comprising key balance sheet items (being cash and debt balances), the profit and loss statement,

a statement of cash flow and management commentary) for the Borrowers for that quarter (commencing

from the First Calculation Date);

levels) within 15 days after the end of each month, commencing with the first full month

to occur after Financial Close, Monthly Service Levels and utilisation reports in respect

of each Customer Service Order.

(d) (budget)

within 30 days after obtaining approval by the board of directors of the Borrowers for each

Borrower’s Financial Years that occurs after Financial Close, annual budget approved

by the board of the directors of the Borrowers for that Financial Year.

17.2 General

Information Undertakings

Each

Obligor must notify the Agent:

(a) (Default)

promptly upon becoming aware of it, the occurrence or existence of any Default or Review

Event and, if requested by the Agent, the steps, if any, being taken to remedy it;

(b) (details

of material litigation) promptly upon becoming aware of it, the details of any litigation,

arbitration or administrative proceedings or material judgment which are likely to be adversely

determined and if adversely determined, would or would be reasonably likely to have a Material

Adverse Effect;

structure updates) of an updated Group Structure Diagram at the same time as the delivery

of the next Compliance Certificate if the then current Group Structure Diagram becomes incorrect

or misleading in a material respect;

(d) (breach

of law)

(i) promptly

upon becoming aware of it, a breach of law by an Obligor which has had or is reasonably likely

to have a Material Adverse Effect;

(ii) promptly

upon becoming aware of it, any:

(A) non-compliance

with any Environmental Law or any Release of Hazardous Materials in each case by an Obligor

that would reasonably be expected to have a Material Adverse Effect; or

(B) pending

or, to the Obligor’s knowledge, threatened, Environmental Claim against the Obligor

that would reasonably be expected to have a Material Adverse Effect;

(iii) promptly,

notify the Agent upon receiving notice of any investigation, inquiry, or proceeding by any

Governmental Agent relating to its violation or potential violation of applicable Anti-Bribery

laws, Anti-Money Laundering Laws, Export Control Laws, or Sanctions;

(e) (Authorised

Signatories) of any change to the identity of its Authorised Signatories for the purposes

of the Finance Documents, giving specimen signatures of any new Authorised Signatory appointed,

and, where requested by the Agent, evidence satisfactory to the Agent of the authority of

any Authorised Signatory, at the same time as the delivery of the next Compliance Certificate

to be delivered pursuant to Clause 17.3 (Compliance Certificates) following the change;

(f) (change

of ACN or ABN or name) in respect of any Obligor incorporated in Australia, at least

1 Business Day prior to a change in the ACN or Name allocated to an Obligor or the ABN or

Name of a trust of which an Obligor is the trustee changes, is cancelled or otherwise ceases

to apply to it (or if it is trustee of a trust and that trust does not have an ABN, one is

allocated, or otherwise starts to apply to it), in each case only to the extent such details

are the relevant “prescribed details” for that Obligor for the purposes of the

PPS Regulations;

(g) (Material

government notices) promptly, a copy of all notices which any Obligor gives to or receives

from any Government Agency or any stock exchange, in each case which has had or is reasonably

likely to have a Material Adverse Effect;

(h) (Material

Contracts) promptly, notice of (i) any breach or default under any Material Contract

that would reasonably be likely to result in the termination, suspension or rescission of

such Material Contract; or (ii) any material amendment of any Material Contract;

(i) (creditors’

information) of all documents delivered by the Borrowers to their creditors generally

other than in the ordinary course of business, except to the extent the disclosure is restricted

by any confidentiality obligation under such documents; or

(j) (other

information) of such other information in the possession or control of an Obligor which

the Agent reasonably requests (acting on the instruction of any Lender) regarding the financial

condition, business and operations of any Obligor for the sole purpose of monitoring the

Obligors’ compliance and performance of obligations under the Finance Documents (subject

to any confidentiality restrictions relating to that information), provided that, unless

an Event of Default is continuing, such information is readily obtainable by the management

of the relevant Obligor without the Obligors incurring material fees, costs or expenses.

17.3 Project

Information Undertakings

Each

Obligor must notify the Agent:

(a) (Servers)

promptly, notice of any damage or loss to the Servers (whether or not insured) that exceeds

an amount equal to 10% of the aggregate value of the Servers as set out in the most recent

Compliance Certificate; and

(b) ([***]

Development) promptly, prior to the Facility A Repayment Date, use reasonable commercial

efforts to request and provide timely updates of such information in the possession or control

of an Obligor received from the DC Operator regarding the progress and readiness of the colocation

site in Data Centre Facility [***] to facilitate “Acceptance” by the Customer

under Customer Service Order 2 in accordance with Schedule 3 (Delivery & Acceptance)

of the Customer MSA (subject to any confidentiality restrictions relating to that information);

Acceptance and [***]) promptly, upon receipt of written confirmation

of:

(i) “Acceptance”

having occurred under Customer Service Order 2 in accordance with Schedule 3 (Delivery &

Acceptance) the Customer MSA; and

(ii) [***];

(d) (Warranties

disputes) promptly notify the Agent (and in any event within 5 Business Days after becoming

aware of same) of any material dispute with a Supplier regarding Warranties coverage, Warranties

claims or support entitlements in respect of the Servers valued in excess of 10% of the aggregate

value of the Servers owned by the Borrowers as set out in the most recent Compliance Certificate

delivered to the Agent; and

(e) (claim)

promptly upon becoming aware of the relevant claim, the details of any claim which is current,

threatened or pending with respect to the Servers which, if adversely determined, would have

a Material Adverse Effect and details of any insurance claim which will require a prepayment

under clause 7.6(a)(iii) (Insurance proceeds).

17.4 Compliance

Certificate

(a) The

Company shall supply to the Agent, with each set of its Financial Statements delivered pursuant

to Clause 17.1(a) (Reporting Undertakings – annual) or Clause 17.1(b) (Reporting

Undertakings – quarterly) commencing from the first Calculation Date described

in Clause 18.1 (Financial Covenant), a Compliance Certificate setting out calculations

in reasonable detail.

(b) The

Company shall supply to the Agent on each Sweep Payment Date, solely for the purposes of

calculating the Applicable Percentage and the value of the Servers under Clause 17.3(a) and

Clause 17.3(d), and not for any other purpose, a Compliance Certificate setting out the Gross

LTV and calculations in reasonable detail as at the end of the previous Sweep Period.

Compliance Certificate shall be signed by two directors of the Company or a director and

the Chief Financial Officer or Chief Executive Officer of the Company.

17.5 Requirements

as to financial statements

The

Company shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Reporting Undertakings) comply

with current accounting practice and applicable Accounting Principles.

17.6 “Know

your customer” checks

(a) If:

(i) the

introduction of or any change in (or in the interpretation, administration or application

of) any law or regulation made after the date of this Agreement;

(ii) any

change in the status of, or composition of the shareholding in, an Obligor after the date

of this Agreement;

(iii) any

change in the Authorised Signatories of an Obligor after the date of this Agreement; or

(iv) a

proposed assignment or transfer by a Lender of any of its rights and obligations under this

Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges

the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer”

or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall

promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably

requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph

(iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph

(iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”

or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) The

Company shall promptly supply, or procure the supply of, such documentation and other evidence

reasonably requested by the Agent (for itself or on behalf of any Finance Party) from time

to time in relation to an Obligor to enable the Finance Party to comply with “know

your customer” or similar identification procedures in circumstances where the necessary

information is not already available to the Finance Party.

18. Financial

covenant

18.1 Financial

Covenant

The

Borrowers must ensure that the Gross LTV Ratio as at each Calculation Date referred to below, does not exceed the corresponding level

specified below in the “Maximum LTV” column applicable to such Calculation Date:

[***]

18.2 Equity

Cure

(a) The

Company may cure or avoid breaches of the Financial Covenant in Clause 18.1 (Financial

Covenant) by:

(i) procuring

additional Equity Contributions to prepay the Facilities permanently in an amount at least

sufficient to cure the breach, assuming the debt prepayment occurred on the relevant Calculation

Date; or

(ii) procuring

the purchase of additional revenue generating Servers (in each case supported by additional

Customer Contracts in form and substance satisfactory to the Agent (acting reasonably)) (“Additional

Servers”), assuming the purchase of the Servers was completed on the relevant Calculation

Date, in which case the Gross LTV Ratio will be recalculated taking into account the additional

Servers in the denominator.

(b) There

shall be:

(i) no

cures on consecutive Calculation Dates; and

(ii) no

more than 3 cures over the life of the Facilities.

Company must notify the Agent of its then current intention to exercise its cure rights within

5 Business Days, and effect such cure within 30 days, of the last date on which the Compliance

Certificate is required to be delivered for the relevant Calculation Date. For the avoidance

of doubt, any notice by the Company under this paragraph does not impose any obligation on

the Company to effect the cure.

(d) Breach

of the financial covenant is deemed cured if it is complied with when tested on the subsequent

Calculation Date provided no acceleration or enforcement action has occurred by that date.

(e) To

the extent that any proceeds received by the Borrowers under Clause 18.2(a)(i) exceeds the

amount necessary to cure the breach under Clause 18.1 (Financial Covenant), the excess

amount must be applied in prepayment of the Facilities in accordance with Clause 7.6(a)(vi)

(Mandatory Prepayment).

19. General

Undertakings

19.1 General

Each

Obligor makes the following undertakings set out in this Clause 19 to each Finance Party in respect of itself.

19.2 Positive

Undertakings

Each

Obligor must:

(a) (Authorisations):

(i) promptly

obtain and renew all necessary consents, filings and Authorisations relating to its business

where failure to do so would have a Material Adverse Effect; and

(ii) obtain

and maintain each Authorisation (and comply in all material respects with their terms) that

is necessary to:

(A) execute

the Transaction Documents and to carry out the transactions that they contemplate; and

(B) enable

it to properly carry on its business and own its assets, where failure to do so would have

a Material Adverse Effect;

(b) (compliance

with laws - general) observe and comply with all obligations, laws and regulations which

apply to it or any of its assets, in each case where a failure to do so would have a Material

Adverse Effect;

existence and mergers) do everything necessary to maintain its corporate existence. It

will not transfer its jurisdiction of incorporation or enter any amalgamation, demerger,

merger, consolidation or corporate reconstruction.

(d) (compliance

with laws - environmental) observe and comply with all Environmental Laws applicable

to its business, operations and properties; obtain and maintain in full force and effect

all material authorizations, registrations and licenses and permits required pursuant to

Environmental Laws applicable for its business, operations and properties; and perform any

investigation, remedial action or cleanup to the extent required by Governmental Agencies

under applicable Environmental Laws, in each case except to the extent the failure to do

so would not have, a Material Adverse Effect.

(e) (compliance

with laws - Data Protection Laws)

(i) comply,

and make commercially reasonable efforts to cause its directors, officers, employees and

agents (in their respective capacities as such) to comply, with all Data Protection Laws

applicable to its business and operations;

(ii) develop

and maintain written policies and procedures by or on behalf of the Obligor that are reasonably

designed to promote and achieve compliance by, the Obligor and its directors, officers, employees

and agents (in their respective capacities as such), with Data Protection Laws applicable

to its business and operations; and

(iii) perform

any investigation or remedial action to the extent required by Government Agency under applicable

Data Protection Laws,

except

to the extent a non-compliance would not have a Material Adverse Effect.

(f) (compliance

with laws - Anti-Bribery Laws, Anti-Money Laundering Laws and Export Control Laws)

(i) comply

with all Anti-Bribery Laws and Anti-Money Laundering Laws applicable to it;

(ii) provide

all information reasonably requested by the Agent to manage and comply with any applicable

Anti-Bribery Laws, Anti-Money Laundering Laws or Sanctions where such information is not

already available to the Agent; and

(iii) conduct

its businesses in compliance with applicable Anti-Bribery Laws, Anti-Money Laundering Laws

and Export Control Laws; and

(iv) develop

and maintain policies and procedures designed to promote and achieve compliance with such

laws.

(g) (Ranking)

ensure that its payment obligations under the Finance Documents rank at least pari passu

with the claims of all unsecured and unsubordinated creditors save where other obligations

are mandatorily preferred by laws of general application;

(h) (Taxation)

promptly:

(i) pay

all material Taxes imposed on it in respect of the Obligors’ assets and business (including

those which are taken to be assets or (if applicable) a business of the Head Company of a

Consolidated Group of which an Obligor is a member) within the time period allowed save where

contested in good faith and where adequate reserves have been maintained for the payment

of such Taxes if the contest is adversely decided and where such payment can be lawfully

withheld; and

(ii) file,

or caused to be filed, all tax returns, business activity statements and other tax filings

which are required to be filed under applicable Tax law and related legislation, where failure

to do so would have a Material Adverse Effect;

(i) (preservation

of assets / maintenance of Secured Property) maintain and keep in a reasonable state

of repair and in reasonable working order allowing for fair wear and tear and protect the

Secured Property which is necessary for the conduct of its business (including taking steps

to remedy any title defects), where failure to do so would have a Material Adverse Effect;

(j) (insurances)

(i) procure

and maintain, or cause to be procured and maintained, all Required Insurances with reputable

insurers of sound financial standing;

(ii) not

do anything to materially prejudice any insurance policies for the Required Insurances or

vary, rescind, terminate, cancel or cause a change to any insurance policy for the Required

Insurances without the written consent of the Agent (not to be unreasonably withheld or delayed).

For the avoidance of doubt, the Agent’s consent is not required where the changes,

termination or cancellation does not result in a material reduction to the level of cover

under the Obligor’s insurance policies, or the Obligor’s insurance policies otherwise

remain on substantially the same terms or more favourable terms;

(iii) use

reasonable efforts to ensure that the Security Trustee’s interests are noted on each

policy of Required Insurance as an interested party (excluding workers compensation, directors

and officers insurance or other third party liability policies);

(iv) notify

the Agent of:

(A) claims

over $5,000,000 in respect of the Required Insurances; and

(B) any

cancellation or variation (other than immaterial variations) of any Required Insurance;

(v) cause

all premiums in respect of the Required Insurances to be promptly paid and renewed. If the

Obligor fails to pay (or procure the payment of) premium when due and payable, the Agent

may (but it not obliged to), with prior notice to the Obligor, pay that premium on the Obligor’s

behalf. The Obligor will account to the Agent within five Business Days of demand for such

payment; and

(vi) on

request by the Agent, provide the Agent with a certificate of currency annually, no later

than 30 days after the renewal date of such insurance policy.

(k) (access)

provide access to the premises and of records of the Borrowers to a representative of the

Agent, on request with reasonable notice and at reasonable times, no more than once per calendar

year unless an Event of Default is subsisting, and subject to compliance with any restrictions

imposed on the Obligors under the Material Contracts, and reasonable requirements of confidentiality,

including requirements imposed by law or by contract, or attorney-client or similar privilege;

(l) (further

assurances)

(i) whenever

the Security Trustee reasonably requests an Obligor to do anything:

(A) to

ensure any Finance Document (or any security interest (as defined in the PPSA, as applicable)

or other Security under any Finance Document) is fully effective, enforceable and perfected

with the contemplated priority;

(B) for

more satisfactorily assuring or securing to the Finance Parties the property the subject

of any such security interest or other Security in a manner consistent with the Finance Documents;

aiding the exercise of any power in any Finance Document; or

(D) to

enable the Finance Parties to apply for any registration, or give any notification, in connection

with any Transaction Security so that it has the priority required by the Finance Parties,

the

Obligor shall do it promptly at its own cost. This may include obtaining consents, signing documents, getting documents completed and

signed and supplying information, delivering documents and evidence of title and executed blank transfers, or otherwise giving possession

or control with respect to any property the subject of any security interest or Security;

(ii) deposit

with Security Trustee, all the title documents for any Secured Property comprising marketable

securities (including share certificates and blank share transfer forms), which is subject

to the fixed charge created under its Transaction Security:

(A) immediately

on its execution of its Transaction Security Document in respect of any such property it

holds on the date of such execution; and

(B) in

respect of any asset acquired which forms part of its Secured Property and is subject to

the fixed charge created by its Transaction Security Document, the date that is the later

of (1) the due date for the next Compliance Certificate to be delivered under Clause 17.3

(Compliance Certificate) and (2):

(aa) if

any instrument or transaction by which the asset was acquired is liable to any stamp or transaction

duty or similar charge (including transfer duty and landholder duty) imposed by any Government

Agency (“Duty”), within 10 days of the instrument or transaction being

duly stamped and made available to it (or its advisers) for registration; or

(ab) otherwise,

within 20 days of the date such asset being issued or acquired (as applicable),

the

relevant time period is as set out in paragraphs (aa) or (ab) above.

Where

sub-paragraph (aa) applies, the relevant Obligor will:

(ac) procure

that each such instrument or other statement that is required to be lodged for assessment

of Duty is lodged with the relevant state or territory revenue office (“Revenue

Office”) on or before the date required under the relevant legislation; and

(ad) promptly

respond to any requisitions from the relevant Revenue Office.

(m) (tax

consolidation): at any time any Obligor is or becomes a member of:

(i) a

Consolidated Group:

(A) ensure

that every Group Liability of the Consolidated Group is covered by a valid Tax Sharing Agreement

for the purposes of section 721-25 of the Tax Act and a Tax Funding Agreement before any

Group Liability first becomes due for that Consolidated Group;

(B) following

the deadline for implementation in paragraph (A) above, procure that each Consolidated Group

member becomes a party to such Tax Sharing Agreement and Tax Funding Agreement within 20

Business Days from the later of (1) the date the Consolidated Group member becomes a Consolidated

Group member and (2) the date on which the Head Company makes the choice to consolidate under

section 703-50 of the Tax Act (or, for a MEC group, the date the relevant choice is made

or notice given), and such Tax Sharing Agreement and Tax Funding Agreement will be maintained

in full force and effect at all times;

(and not permit another entity to) amend, modify or waive any rights or obligations under,

or terminate, the Tax Sharing Agreement or Tax Funding Agreement in any way which would be

materially prejudicial to the Lenders (as a whole), without the prior consent of the Majority

Lenders (acting reasonably) except that (for the avoidance of doubt) accession by a new member

of the Consolidated Group or the release of a member leaving the Consolidated Group will

be permitted; and

(D) give

the Australian Taxation Office a copy of the Tax Sharing Agreement within the period required

by paragraph 721-25(3)(b) of the Tax Act if the Australian Taxation Office gives a notice

requiring it to do so;

(ii) a

GST group:

(A) ensure

that every Indirect Tax Amount of the GST group is covered by a valid Indirect Tax Sharing

Agreement and Indirect Tax Funding Agreement;

(B) procure

that each member of the GST group becomes a party to such Indirect Tax Sharing Agreement

and Indirect Tax Funding Agreement within 20 Business Days of becoming a member of the GST

group and such Indirect Tax Sharing Agreement and Indirect Tax Funding Agreement will be

maintained in full force and effect at all times;

(and not permit another entity to) amend, modify or waive any rights or obligations under,

or terminate, the Indirect Tax Sharing Agreement and Indirect Tax Funding Agreement in any

way which would be materially prejudicial to the Lenders (as a whole), without the prior

consent of the Majority Lenders (acting reasonably) except that (for the avoidance of doubt)

accession by a new member of the GST group or the release of a member leaving the GST group

will be permitted; and

(D) give

the Australian Taxation Office a copy of the Indirect Tax Sharing Agreement within the period

required if the Australian Taxation Office gives a notice requiring it to do so.

(n) (accounts)

(i) prepare

financial statements in compliance with the Accounting Principles and all applicable laws;

and

(ii) maintain

accounting records which fairly record and present its financial condition and performance;

(o) (Warranties)

maintain and keep in full force and effect all Warranties required to comply with the terms

of the Customer Contract except to the extent such Warranties expire or terminate in, accordance

with their terms.

(p) (Servers)

operate and maintain or procure the operation and maintenance of the Servers in good and

substantial working order, repair and condition (fair wear and tear excepted) and in any

event in accordance with the terms of the Material Contracts in all material respects including

so as not to limit or otherwise prejudice the Warranties;

(q) (Customer

Contract invoices) in accordance with the Customer MSA, promptly issue invoices to the

Customer for all services rendered under the Customer MSA; and

(r) (Customer

Contract revenues)

(i) instruct

the Customer to pay all available revenues (payable by the Customer) directly into the Operating

Account; and

(ii) use

reasonable commercial efforts to ensure that all revenues (payable by the Customer) are promptly

collected and dealt with in accordance with the Customer Contracts.

(s) [***].

(t) [***].

(u) [***].

(v) (Intellectual

Property)

(i) preserve

and maintain access to and all rights to use the Intellectual Property necessary for the

business of the relevant Obligor; and

(ii) use

reasonable endeavours to prevent any infringement in any material respect of that Intellectual

Property.

(w) (Additional

Service Orders) fund all equipment required to perform the obligations under Customer

Service Order 3, Customer Service Order 4 and Customer Service Order 5 from new Equity Contributions.

19.3 Negative

Undertakings

Obligor may:

(a) (acquisitions)

acquire any business or any shares or other ownership interests in any non-Obligor;

(b) (Joint

Venture) enter into any Joint Venture;

sell, assign, transfer, lease out or otherwise dispose of any assets except for Permitted

Disposals;

(d) (Finance

Debt) incur any Finance Debt other than Permitted Finance Debt;

(e) (Security

Interest / negative pledge) create Security over its assets other than a Permitted Security;

(f) (loans

/ financial accommodation) advance loans or provide any other financial accommodation

to or in favour of any person except for Permitted Loans;

(g) (guarantees)

give any guarantee and indemnity in respect of Finance Debt other than a Permitted Guarantee;

(h) (Distributions)

declare, make, pay or distribute any money or other asset (including, without limitation,

by management, advisory or other fee (however described), interest, dividend, buy back, return

of capital, repayment or redemption) to or for the benefit of any of its shareholders or

Affiliates above Holdco, unless such distribution constitutes a Permitted Distribution.

(i) (hedging)

enter into any Treasury Transaction for purely speculative reasons. The Obligors may enter

into Treasury Transactions under Hedge Agreements with financial institutions who are not

Lenders (or Affiliates of Lenders) (“Non-Lender HCs”) and for those Non-Lender

HCs to be secured on a pari passu basis with Lenders under the terms of the Security Trust

Deed;

(j) (merger)

enter into any merger, demerger or amalgamation;

(k) (change

to financial year) change its Financial Year (other than to synchronise with the financial

years of the Company) without the prior written consent of the Agent (acting on the instructions

of the Majority Lenders, acting reasonably) but which consent may be conditional on any consequential

changes to Clause 18.1 (Financial Covenant), and their related definitions, and transitional

arrangement for dollar baskets calculated on a per Financial Year basis being agreed by the

Company and the Agent (acting on the instructions of the Majority Lenders, acting reasonably);

(l) (constitution)

amend its constitution in any manner which would be materially prejudicial to the interests

of any Finance Party without the Agent’s prior written consent;

(m) (arm’s

length) deal with any party other than on arm’s length terms or better unless:

(i) permitted

under the Finance Documents; or

(ii) pursuant

to any Material Contract; or

(iii) the

dealing is between Obligors; and

(n) (sanctions)

knowingly (and each Obligor shall procure that none of its directors, officers or employees

will knowingly) directly or indirectly:

(i) request

any Utilisation or use, lend, contribute or otherwise make available any part of the proceeds

of any Utilisation or other transaction contemplated by the Finance Documents:

(A) to

fund or support any trade, business or other activities of or with any Restricted Party;

(B) in

any other manner that could reasonably be expected to result in any person being in breach

of any applicable Sanctions or becoming a Restricted Party; or

(ii) use

any revenue or benefit derived from any activity or dealing with a Restricted Party, or from

any action which is in breach of any applicable Sanctions in discharging any obligation due

under any Finance Document;

(iii) procure

or permit that proceeds from any activity or dealing with a Restricted Party are credited

to any bank account held with the Lender or any Affiliate of the Lender in its name;

(iv) engage

in any activity, transaction or conduct that results in any person being in breach of any

applicable Sanctions or becoming a person subject to applicable Sanctions; or

(v) engage

in any activity, transaction or conduct that evades or avoids, or has the purpose of evading

or avoiding, or breaches, directly or indirectly, in whole or in part, any applicable Sanctions.

(o) (Change

of business) engage in business unrelated to the Core Business, or take action which

alone or together would materially change the general nature of the Core Business.

19.4 Material

Contracts

(a) Each

Obligor shall:

(i) comply

with, and perform, all of its obligations under the Material Contracts in all material respects;

and

(ii) not

enter into any agreement or transaction that does not relate to the Core Business.

(b) Each

Obligor shall:

(i) obtain

the prior written consent of the Agent (acting on the instructions of the Majority Lenders),

before it:

(A) makes

any amendment to any Material Contract (including any amendment to the scope of the services

under the Intercompany MSA) where such amendment would be materially prejudicial to the interests

of the Borrower or the Lenders;

(B) waives

any default under, or breach of, any Material Contract in a manner which is materially prejudicial

to the interests of the Borrower or the Lenders; or

transfer, assign or otherwise dispose of its interest in any Material Contract; and

(ii) promptly

deliver to the Agent full and complete copies for each such amendment, waiver or other document;

and

(iii) provide

each Operating Budget (as defined in the Intercompany MSA) and Monthly Expense Statement

(as defined in the Intercompany MSA) to the Agent promptly and in any event within 5 Business

Days of receiving an Operating Budget or a Monthly Expense Statement; and

(iv) promptly

(and in any event within 10 Business Days) provide to the Agent any notice

it receives from the Licensor (as that term is defined in the IPLA) under Schedule 4 of the IPLA setting out the scope of the Group Intellectual

Property (as that term is defined in the IPLA).

Obligors agree not to amend:

(i) the

IPLA in any way which increases the Licence Fee (as defined in the IPLA) above [***] per

annum, or introduces any additional fees payable by the Obligors under the IPLA; or

(ii) the

Intercompany MSA to introduce any management or other fee payable to the Manager.

(d) The

Obligors agree that, unless the Agent (acting on the instructions of the Majority Lenders)

consents in writing, each Customer Service Order will be entered into by the Company and

shall not be entered into by SAI 3.

19.5 Holdco

undertaking

Each

Holdco:

(a) undertakes

that it is and will remain a special purpose company;

(b) will

ensure that each Borrower (as applicable) will at all times be an immediate direct wholly

owned Subsidiary of the relevant Holdco;

not engage, in any trading, business or other activities (either alone or in partnership

or joint venture) or incur any liabilities, other than in respect of:

(i) the

provision of equity or shareholder loans to the Borrowers;

(ii) having

rights or liabilities in connection with any marketable securities in it or any Obligor;

(iii) having

rights or liabilities under the Finance Documents to which it is expressed to be a party;

(iv) holding

of or expenditure of cash or disposing or acquiring of short term investments;

(v) borrowings

under shareholder loans or raising equity;

(vi) Taxes

(including in respect of any tax consolidation and activities necessary or desirable to maintain

the Tax status of the Obligors);

(vii) obtaining

advice and incurring professional fees and administration costs in the ordinary course of

business as a holding company;

(viii) provision

of administrative services to the Obligors;

(ix) anything

as required by law;

(x) anything

else expressly permitted under this Agreement or any other Finance Document; and

(xi) other

activities that are not inconsistent with the status of being a passive holding company.

19.6 Anti-money

Laundering and Sanctions

(a) Each

Obligor and each Finance Party agrees that a Finance Party may delay, block or refuse to

process any transaction without incurring any liability if that Finance Party, acting

reasonably, suspects that:

(i) the

transaction may breach or cause a Finance Party to breach any laws, regulations or Sanctions

within Australia or any other applicable jurisdiction;

(ii) the

transaction may allow the imposition of any penalty on a Finance Party under any law or regulation;

(iii) the

transaction involves any Restricted Person; or

(iv) the

transaction may directly or indirectly involve the proceeds of, or be applied for the purposes

of, conduct which is unlawful within Australia or any other applicable jurisdiction.

(b) As

soon as practicable after a Finance Party becomes aware that it will delay, block or refuse

to process a transaction in accordance with paragraph (a), it will notify the Company and

consult in good faith but in each case only to the extent the Finance Party determines (acting

reasonably) it is legally permitted to do so.

Obligor agrees that any Finance Party may disclose any information concerning it to:

(i) any

law enforcement, regulatory agency or court where required by any such law or regulation

in Australia or any other applicable jurisdiction; and

(ii) any

correspondent any Finance Party uses to make the payment for the purpose of compliance with

any such law or regulation,

such

disclosure will not breach any duty of confidentiality owed by that Finance Party to any other party to this Agreement.

(d) Each

Obligor undertakes to:

(i) exercise

its rights and perform its obligations under the Transaction Documents in accordance with

all applicable laws or regulations in all respects relating to anti-money laundering, counter-terrorism

financing or Sanctions;

(ii) not

knowingly use the proceeds of a Utilisation in violation of applicable Anti-Money Laundering

Laws, Anti-Bribery Laws and Export Control Laws.

(e) Each

Obligor declares and undertakes to each Finance Party that so far as it is aware the provision

of any financial accommodation under any Finance Document in accordance with a Borrower’s

express instructions contained in a Utilisation Request will not breach any applicable laws

or regulations in Australia or any other country.

19.7 Anti-Bribery

Each

Obligor undertakes to not knowingly use the proceeds of a Utilisation in violation of applicable Anti-Bribery Laws.

19.8 Bank

accounts

(a) On

and from Financial Close, each Obligor undertakes to:

(i) maintain

the Accounts in accordance with the Finance Documents;

(ii) ensure

that each Account and any other deposit account or securities account of each Borrower is

opened with the Account Bank and is subject to an Account Bank Deed, other than, for the

avoidance of doubt, the Distribution Account; and

(iii) not

open or maintain any other bank account other than the Accounts and the Distribution

Account.

(b) Each

Account will bear interest at usual commercial rates (payable to the Company at the time

of application provided no Default is subsisting at that time).

19.9 Debt

Service Reserve Account – establishment and funding

(a) On

or before Financial Close, the Obligors will establish and maintain the Debt Service Reserve

Account with an Account Bank.

(b) The

Debt Service Reserve Account must be maintained on terms that require all withdrawals and

transfers from the Debt Service Reserve Account to be authorised by Authorised Signatories

of the Security Trustee.

to clause 19.11 (Replacement of Debt Service Reserve Account with DSRA Letter of Credit)

below, the Obligors must, on each Calculation Date, to the extent the funds available in

the Debt Service Reserve Account are less than the Minimum DSRA Balance, deposit in the Debt

Service Reserve Account within 10 Business Days the amount necessary for the available funds

in the Debt Service Reserve Account to be equal to the Minimum DSRA Balance.

19.10 Debt

Service Reserve Account – withdrawals

The

Agent:

(a) may

from time to time, instruct the Security Trustee to:

(i) effect

a withdrawal or transfer from the Debt Service Reserve Account; and/or

(ii) call

on any DSRA Letter of Credit,

to:

(iii) pay

an amount which is due and payable under the Finance Documents but cannot be paid at that

time; or

(iv) if

the balance of the Debt Service Reserve Account exceeds the Minimum DSRA Balance, and provided

no Event of Default has occurred and is continuing, if requested by the Company, withdraw

such excess amount and deposit it into the Operating Account or apply it in any manner not

prohibited by the Finance Documents.

19.11 Replacement

of Debt Service Reserve Account with DSRA Letter of Credit

(a) The

Company may, at its election, procure that all or part of the funds standing to the credit

of the Debt Service Reserve Account are replaced with a Letter of Credit provided in favour

of the Security Trustee by an Acceptable Bank (“DSRA Letter of Credit”).

The Letter of Credit must be in a form and substance satisfactory to the Agent.

(b) No

later than 10 Business Days prior to the expiry date set out in each relevant DSRA Letter

of Credit, the Company must procure that the Security Trustee is provided with a replacement

DSRA Letter of Credit by an Acceptable Bank (or otherwise ensure that the balance standing

to the credit of the Debt Service Reserve Account is not less than the Minimum DSRA Balance).

a DSRA Letter of Credit is not replaced within the relevant time periods referred to under

paragraph (b) above and the balance standing to the credit of the Debt Service Reserve Account

(together with the Face Value Amount of any DSRA Letter of Credit at that time) does not

meet the Minimum DSRA Balance, the Agent immediately may call on any DSRA Letter of Credit

(by instructing the Security Trustee accordingly) and deposit the proceeds into the Debt

Service Reserve Account.

(d) Where

a DSRA Letter of Credit has been provided, for the purpose of determining whether the Debt

Service Reserve Account has been funded to the Minimum DSRA Balance, any balance in the Debt

Service Reserve Account will be taken together with the Face Value Amount under the DSRA

Letter(s) of Credit.

19.12 Reduction

of DSRA Letter of Credit

the aggregate balance standing to the credit of the Debt Service Reserve Account and the Face Value Amount of each DSRA Letter of Credit

held by the Security Trustee exceeds the Minimum DSRA Balance, the Company may agree with the Agent (who will instruct the Security Trustee

accordingly) to vary any DSRA Letter of Credit, or coordinate replacement of the DSRA Letter of Credit with a new DSRA Letter of Credit,

so that the Face Value Amount of a DSRA Letter of Credit is reduced accordingly.

19.13 Prepayment

Account – establishment and funding

(a) On

or before Financial Close, the Obligors will establish and maintain the Prepayment Accounts

with an Account Bank.

(b) The

Prepayment Accounts must be maintained on terms that require all withdrawals and transfers

from the Prepayment Accounts to be authorised by Authorised Signatories of the Security Trustee.

Company agrees to provide the Agent with at least 2 Business Days prior notice before any

amounts are expected to be deposited into the Prepayment Account, and to notify the Agent

promptly following any such deposits.

(d) [***].

19.14 Prepayment

Account – withdrawals

The

Security Trustee agrees to transfer:

(a) provided

no Event of Default is continuing, no later than 2 Business Days after the Facility A Repayment

Date, the amount of [***] held in the Prepayment Account to the Operating Account for use

by the Company in any manner not prohibited by the Finance Documents;

(b) promptly

following receipt, the amount of [***] held in the Prepayment Account to the Agent (or as

the Agent directs) and (as to any excess following the Facility A Repayment Date) the Company,

in accordance with Clause 7.7(c); and

deposited in the Prepayment Account under Clause 7.7(e) (Application of repayments and

prepayments) to the Agent (or as the Agent directs) to be applied in mandatory prepayment

at the end of the relevant Interest Period.

19.15 Distribution

Account

(a) The

Company may establish a distributions account and transfer any Retained Excess Cashflow or

Other Proceeds available for distribution under Permitted Distribution paragraph (d) into

the Distribution Account from time to time.

(b) The

Company may withdraw or transfer any amounts standing to the credit of the Distribution Account

at any time.

19.16 Conditions

subsequent

(a) The

Company shall use reasonable efforts to obtain confirmation of receipt from the relevant

seller or reseller(s) of full payment for all Servers:

(i) funded

by Utilisations made at Financial Close, promptly and no later than 15 Business Days after

Financial Close; and

(ii) thereafter,

for any additional Servers acquired after Financial Close, promptly and no later than 15

Business Days after those Servers are installed in the relevant data centre.

(b) [***]

the extent [***] has registered a Security on the PPSR over a Borrower in relation to the

Servers, the Company shall use all reasonable efforts for a period of 120 days after Financial

Close to require that [***] either:

(i) lodges

a financing change statement in relation to such registration; or

(ii) provides

an executed deed of release, confirming release of the relevant Security the subject of the

registration.

(d) The

Company shall use all reasonable efforts to obtain no later than 15 Business Days after Financial

Close:

(i) the

Customer Tripartite;

(ii) the

[***] Tripartite; and

(iii) evidence

that all [***] Hardware and / or Products (as those terms are defined in the [***] Warranty

Letter), including the technical support services for such Hardware and / or Products, have

been transferred from [***] and / or SAI Aus (as applicable) to SAI 3 in accordance with

the [***] referenced above and [***]’s Hardware Inspection

Program.

19.17 Monitoring

Agent

(a) Within

15 Business Days of Financial Close, the Company must appoint a monitoring agent (“Monitoring

Agent”), on terms reasonably acceptable to the Company in consultation with the

Majority Lenders, to:

(i) [***];

(ii) [***];

(iii) [***];

(iv) [***];

and

(v) provide

such other services as agreed between the Company and the Agent (acting on the instructions

of the Majority Lenders) (each acting reasonably).

(b) The

Company shall pay the costs, fees and expenses of the Monitoring Agent, provided such costs,

fees and expenses do not exceed [***] in aggregate over the life of the Facilities (unless

otherwise agreed in writing by the Company and excluding any fees and expenses payable for

Monitoring Agent Investigations).

Obligor must deliver to the Monitoring Agent, at the same time as delivery to the Agent,

copies of all documents and other information that it is required to deliver to the Agent

or the Lenders under Clause 17.1(c) (Reporting Undertakings – Service levels),

Clause 17.2(h) (General Information Undertakings – Material Contracts), Clause

17.3 (Project Information Undertakings), Clause 18.2(c) (Equity Cure) where

the intention to cure is by way of Additional Servers, and Clause 19.4(b)(ii) (Material

Contracts), together with the documents delivered under items 4 (Material Contracts),

14 (Due diligence report) and 15 (Insurance) of Part I of Schedule 3 (Conditions

Precedent).

(d) The

Company agrees to provide access to the Monitoring Agent, on request with reasonable notice

and at reasonable times, no more than once per calendar year unless an

Event

of Default is subsisting, and subject to compliance with any restrictions imposed on the Obligors under the Material Contracts, and reasonable

requirements of confidentiality, including requirements imposed by law or by contract, or attorney-client or similar privilege.

(e) If

the Monthly Service Levels fall below [***] for 2 consecutive months as set out in the reports

delivered under Clause 17.1(c) (Reporting Undertaking – Service levels), the

Agent and the Company will, for 30 days (or any longer period the Company and the Agent (acting

on the instructions of the Majority Lenders) agree) (“SLA Review Period”),

negotiate in good faith to try and agree whether any changes to the Finance Documents or

other actions are necessary following the failure. If no agreement is reached by the end

of the SLA Review Period, the Agent (acting on the instructions of the Majority Lenders)

may, by written notice to the Company given no later than 10 Business Days after expiry of

the SLA Review Period, require the Company to instruct the Monitoring Agent to conduct an

investigation into the failure, including any GPU and hardware faults, networking faults,

and data centre facility faults (“Monitoring Agent Investigation”), and

the Company must do so at its cost, provided such costs, fees and expenses of the Monitoring

Agent do not exceed [***] for each Monitoring Agent Investigation. Following a Monitoring

Agent Investigation, the Company agrees to use its best efforts to remedy any issues identified

by the Monitoring Agent.

20. Events

of default

Each

of the following (other than Clause 20.16 (Acceleration)) shall be and constitute an Event of Default (whether or not it is within

the control of any Obligor), however for the avoidance of doubt no Event of Default will apply to [***] following the Facility A Repayment

Date:

20.1 Non-payment

Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it

is expressed to be payable unless:

(a) such

amount is an amount of principal or interest due under the Finance Documents and its failure

to pay is caused by administrative or technical error beyond the control of the Obligors,

and such failure is remedied within 3 Business Days of its due date; or

(b) such

amount is any other amount due under the Finance Documents (other than principal or interest),

and such payment is made within 5 Business Days of its due date.

20.2 Financial

Covenants

Subject

to Clause 18.2 (Equity Cure), an Obligor does not comply with the Financial Covenant under Clause 18.1 (Financial Covenant).

20.3 Other

obligations

(a) An

Obligor does not comply with any provision of the Finance Documents (other than a default

referred to in Clause 20.1 (Non-payment), Clause 20.2 (Financial Covenants))

or with any condition of any waiver or consent by a Finance Party under or in connection

with any Finance Document.

(b) No

Event of Default under paragraph (a) above will occur if such failure to comply is capable

of remedy and is remedied within 20 Business Days of the Agent giving notice to the Company

of the failure to comply.

20.4 Misrepresentation

(a) Any

representation or statement made by an Obligor in the Finance Documents or any other document

delivered by or on behalf of any Obligor under or in connection with any Finance Document

is incorrect or misleading in any material respect when made.

(b) No

Event of Default under paragraph (a) above will occur if such incorrect or misleading such representation or statement made or other document delivered by or on behalf of any Obligor under or in connection with any Finance

Document is capable of remedy and is remedied within 20 Business Days of the Agent giving notice to the Company.

20.5 Cross

default

(a) Any

Finance Debt of any Obligor is not paid when due (after taking into account any originally

applicable grace period).

(b) Any

Finance Debt of any Obligor is declared to be or otherwise becomes due and payable prior

to its specified maturity as a result of an event of default (however described).

Event of Default will occur under this provision if the aggregate amount of Finance Debt

falling within paragraphs (a) to (b) above is less than [***].

20.6 Insolvency

Event

(a) An

Obligor (or before the Facility A Repayment Date, including [***]) is or is presumed or deemed

to be unable to pay its debts or admits in writing its inability to pay its debts as they

fall due, or suspends making payments on all or a class of its debts.

(b) A

moratorium is declared in respect of any indebtedness of any Obligor (or before the Facility

A Repayment Date, including [***]).

20.7 Insolvency

Proceedings

Any

corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the

suspension of payments on all or a class of its debts exceeding [***], a moratorium of any

indebtedness, winding up, dissolution, administration, statutory management or reorganisation

(by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor (or

before the Facility A Repayment Date, including [***]), except (A) an application made to

a court for the purposes of winding up such a person which is disputed by an Obligor (or

before the Facility A Repayment Date, including [***]) acting diligently and in good faith

and dismissed within 20 Business Days; or (B) if the Company satisfies the Agent that the

application is frivolous or vexatious;

(b) a

composition, assignment or arrangement with any creditor of any Obligor (or before the Facility

A Repayment Date, including [***]);

appointment of a liquidator, receiver, administrator, administrative receiver, compulsory

manager, statutory manager or other similar officer in respect of any Obligor (or before

the Facility A Repayment Date, including [***]) or any of its assets except (A) an application

made to a court for the purposes of appointing such a person which is disputed by an Obligor

(or before the Facility A Repayment Date, including [***]) acting diligently and in good

faith and dismissed within 15 Business Days or (B) the application is frivolous or vexatious;

(d) enforcement

of any Security securing an amount of more than [***] over any assets of the relevant Obligor,

any analogous event occurs in any jurisdiction.

20.8 Creditor’s

process

Any

expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets

of an Obligor (or before the Facility A Repayment Date, including [***]) having an aggregate value of more than [***] and is not discharged

within 15 Business Days.

20.9 Unlawfulness

Subject

to the Reservations, it is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Transaction

Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective, and in each case,

this is materially adverse to the interests of the Finance Parties under the Finance Documents.

20.10 Repudiation

Obligor repudiates or rescinds a Finance Document or any of the Transaction Security or evidences an intention to repudiate or rescind

a Finance Document or any Transaction Security.

20.11 Vitiation

of Finance Documents

Subject

to the Reservations, all or a material part of a Finance Document is or becomes or is claimed by a party other than a Finance Party,

to be wholly or partly invalid, void, voidable, illegal or unenforceable, and in each case, such event individually or cumulatively materially

adversely affects the interests of the Finance Parties under the Finance Documents.

20.12 Cessation

of business

The

Obligors cease to carry on all or substantially all of their business (as a whole).

20.13 Judgment

judgment in an amount exceeding [***] is obtained against an Obligor and is not the subject of an appeal, and is not otherwise set aside

or satisfied by the time allowed by law.

20.14 Material

Contracts

(a) (Borrower

default) other than by reason of an Event of Default under Clauses 20.14(b), 20.14(c),

and 20.14(d), the Borrower is in default under the following Material Contract and the breach

is not cured within any applicable grace period under that Material Contract such that it

gives the counterparty a right to terminate that Material Contract (but for the operation

of a Tripartite Agreement) and so:

(i) in

relation to the DC Contracts, the Intercompany MSA and/or IPLA, an immediate Event of Default

will occur;

(ii) in

relation to the Customer Contract, an immediate Event of Default will occur on the date that

the counterparty terminates the Material Contract; and

(iii) in

relation to any GPU Supply Agreement, an Event of Default will occur if the Borrower fails

within 45 Business Days of the date on which the counterparty is entitled to terminate (whether

or not the GPU Supply Agreement is actually terminated), to either:

(A) replace

that GPU Supply Agreement with another contract with another counterparty on terms acceptable

to the Agent; or

(B) agree

a remedial plan with the relevant counterparty on terms acceptable to the Agent;

(b) (Counterparty

default) other than by reason of an Event of Default under Clauses 20.14(a), 20.14(c),

and 20.14(d), a counterparty (not being the Borrower) is in default under a Material Contract

and the breach is not cured within any applicable grace period under that Material Contract

such that it gives the Borrower a right to terminate the Material Contract:

(i) in

relation to the Intercompany MSA and/or IPLA, an immediate Event of Default will occur; and

(ii) in

relation to any other Material Contract, an Event of Default will occur if the Borrower fails

within 45 Business Days of the date on which the Borrower is entitled

to terminate, to either:

(A) replace

that Material Contract with another contract with another counterparty on terms acceptable

to the Agent; or

(B) agree

a remedial plan on terms acceptable to the Agent;

cessation or force majeure) other than by reason of an Event of Default under Clauses

20.14(a), 20.14(b), 20.14(d):

(i) under

a Material Contract, as a result of:

(A) a

change in applicable law, regulation, guidance or policy (or administration of any of them)

it becomes illegal for the Borrower to continue to perform any material obligation under

a Material Contract;

(B) any

direction or instruction given by a Governmental Agency, the Borrower ceases performing its

obligations under a Material Contract; or

other event (in each case, not as a result of the Borrower or a counterparty default under

the Material Contract), it becomes illegal for any party to continue to perform any material

obligation under a Material Contract,

Event of Default will occur if the Borrower fails within 45 Business Days, either to:

(D) replace

that Material Contract with another contract with another counterparty on terms acceptable

to the Agent; or

(E) agree

a remedial plan on terms acceptable to the Agent; or

(ii) under

the Customer Contract, if the Customer exercises a right under clause 19.5 or clause 21.2.3

of the Customer Contract, an immediate Event of Default will occur (following any applicable

grace period or notice period) on the date on which termination takes effect.

(d) (unenforceable)

other than by reason of an Event of Default under Clauses 20.14(a), 20.14(b), 20.14(c), if

a Material Contract is vitiated or is or becomes void, avoided, invalid, or unenforceable

prior to its contemplated end date:

(i) in

relation to a Material Contract other than a GPU Supply Agreement, an immediate Event of

Default will occur;

(ii) under

any GPU Supply Agreement, an Event of Default will occur if the Borrower fails within 45

Business Days, either to:

(A) replace

that GPU Supply Agreement with another contract with another counterparty on terms acceptable

to the Agent; or

(B) agree

a remedial plan with the relevant counterparty on terms acceptable to the Agent.

20.15 Material

Adverse Change

Any

event or circumstance occurs which has a Material Adverse Effect.

20.16 Acceleration

and at any time after the occurrence of an Event of Default which is continuing, the Agent may, and must on the instructions of the Majority

Lenders, by notice to the Company:

(a) cancel

each Available Commitment of each Lender whereupon each such Available Commitment shall immediately

be cancelled and each Facility shall immediately cease to be available for further utilisation;

(b) declare

that all or part of the Utilisations, together with accrued interest, and all other amounts

accrued or outstanding under the Finance Documents (other than any Hedge Agreements) be:

(i) immediately

due and payable, whereupon they shall become immediately due and payable; or

(ii) payable

on demand, whereupon they shall immediately become payable on demand by the Agent acting

on the instructions of the Majority Lenders;

or direct the Security Trustee to exercise any or all of its rights, remedies, powers or

discretions under the Finance Documents; or

(d) declare

that an Event of Default has occurred and is continuing and that the Transaction Security

has become enforceable.

The

Agent may give notice of any or all of these things.

21. Review

Event

21.1 Review

Event

will be a Review Event if:

(a) a

Change of Control occurs (“COC Review Event”);

(b) any

Borrower is in default under the Customer Contract and the breach is not cured within any

applicable grace period such that it gives the Customer a right to terminate the Customer

Contract (but for the operation of a Tripartite Agreement) (“Customer Review Event”);

of the events under Clause 20.5 (Cross default), 20.6 (Insolvency Event), 20.7

(Insolvency Proceedings) and/or 20.8 (Creditor’s process) occurs in relation

to the Manager (“Manager Review Event”), provided that, if any Borrower

fails to meet the Monthly Service Levels of at least [***] for (i) 3 consecutive days; or

(ii) a total of 6 days during the same calendar month in respect of any Customer Service

Order, an immediate Event of Default will occur;

(d) aggregate

Operating Expenses incurred by the Borrowers in:

(i) any

Quarter Period exceed [***]; and

(ii) any

Financial Year exceed [***]; and

the aggregate Operating Expenses for that period set out in the Financial Model (excluding, in each case, (i) any payments made pursuant

to the DC Contracts, Intercompany MSA or IPLA; and (ii) non-recurring expenses to the extent funded by an Equity Contribution) (“Expense

Review Event”).

21.2 Review

Period

a Review Event occurs the Agent and the Company will:

(a) in

the case of a COC Review Event, for 45 days; and

(b) in

the case of a Customer Review Event, a Manager Review Event or an Expense Review Event, for

30 days,

after

the occurrence of the Review Event (or any longer period the Company and the Agent (acting on the instructions of the Majority Lenders)

agree) (“Review Period”),

negotiate in good faith to try and agree whether any changes to the Finance Documents or other actions are necessary following the Review

Event and (solely in respect of a Manager Review Event) provide daily uptime monitoring reports in relation to the Servers under the

Customer Contracts.

21.3 Consequences

of a Review Event

(a) If

no agreement is reached by the end of the Review Period, the Agent (acting on the instructions

of the Majority Lenders) may, by written notice to the Company given no later than 10 Business

Days after expiry of the Review Period, cancel each Available Commitment of each Lender and

declare all Utilisations, together with accrued interest, and all other amounts accrued or

outstanding under the Finance Documents immediately due and payable in full:

(i) in

the case of a CoC Review Event, by a date no earlier than 45 days after the date of that

notice;

(ii) in

the case of a Customer Review Event, by a date no earlier than 10 Business Days after the

date of that notice;

(iii) in

the case of a Manager Review Event, by a date no earlier than 10 days after the date of that

notice; and

(iv) in

the case of an Expense Review Event, by a date no earlier than 45 days after the date of

that notice.

(b) If

the Company and the Majority Lenders agree to continue with the Facilities, then in relation

to a CoC Review Event only, any dissenting Lender (“Dissenting Lender”)

may, by written notice to the Company given no later than 10 Business Days after expiry of

the agreement date, require the Obligors to prepay that Lender’s participation in the

Facilities and cancel that Lender’s commitments, in each case, by a date no earlier

than 45 days from the date that notice was received by the Company.

SECTION

CHANGES

TO PARTIES

22. Changes

to the Lenders

22.1 Assignments

and novations by the Lenders

Subject

to this Clause 22, a Lender (the “Existing Lender”) may:

(a) assign

any of its rights; or

(b) novate

any of its rights and obligations,

Lender under the Finance Documents to any person, bank or financial institution or to a trust, fund or other entity which is regularly

engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (including

credit derivatives) (the “New Lender”), so long as there will be at least two Lenders after doing so.

22.2 Conditions

of assignment or novation

(a) On

or prior to Financial Close, no Lender may assign any of its rights or transfer by novation

any of its rights and obligations without the prior written consent of the Company (in its

sole discretion) other than any assignments/transfers to a Lender’s Affiliates or Related

Funds or a person on the current Green List.

(b) Following

Financial Close, the written consent of the Company is required for an assignment or novation

by an Existing Lender, unless the assignment or novation is:

(i) to

a person on the current Green List;

(ii) to

another Lender, its Affiliate or Related Fund other than any Affiliates, or Related Funds

or accounts that are Disqualified Lenders;

(iii) made

at a time when a Material Event of Default is continuing; or

(iv) to

a securitisation or funding vehicle where the Lender, its Affiliate or its Related Fund remains

lender of record and retains full discretion in exercising any voting rights.

Where

the consent of the Company to an assignment or novation is required, such consent must not be unreasonably withheld or delayed and is

deemed accepted unless consent is expressly refused by the Company within 10 Business Days (unless the proposed assignee or transferee

is a Disqualified Lender in which case the requirement to act reasonably does not apply).

the Company otherwise consents, a Lender shall not assign or novate rights to a person whom

the officers of the relevant Existing Lender involved on a day to day basis in the administration

of the Facilities know to be an Offshore Associate of the relevant Borrower.

(d) Following

any novation or assignment the transferor (if it continues to have any holding) and the transferee

must each hold (when aggregated with their respective Affiliates’ participation and

the participation of any of their other funds or accounts advised and/or managed by them)

at least [***] (or its equivalent) in aggregate for that Lender and its Affiliates and

Related Funds across all Facilities, unless:

(i) the

novation or assignment is made at a time when a Material Event of Default is continuing;

(ii) the

Lender sells down to zero.

(e) Where

a Lender assigns rights but does not novate obligations, then for the purposes of Clause

27 (Sharing among the Finance Parties), any amount received or recovered by the assignee

will be taken to be received by that Lender.

(f) A

novation will only be effective:

(i) if

the procedure set out in Clause 22.6 (Procedure for novation) is complied with; and

(ii) performance

by the Agent of all necessary “know your customer” or other similar checks under

all applicable laws and regulations in relation to such novation to a New Lender, the completion

of which the Agent shall promptly notify the Existing Lender and the New Lender.

(g) If:

(i) a

Lender assigns or novates any of its rights or obligations under the Finance Documents or

changes its Facility Office; and

(ii) as

a result of circumstances existing at the date the assignment, novation or change occurs,

an Obligor would be obliged to make a payment to the New Lender or Lender acting through

its new Facility Office under Clause 11 (Tax Gross-Up and Indemnities) or Clause 12.1

(Increased Costs),

then

the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses in respect of

those circumstances to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if

the assignment, novation or change had not occurred. This paragraph (g) shall not apply where the payment is in relation to Australian

Withholding Tax and there are at least two Lenders after the assignment, novation or change, and the New Lender, or Lender acting through

its new Facility Office, is not an Offshore Associate of the relevant Borrower. In such instances, the New Lender, or Lender acting through

its new Facility Office will be entitled to full payment under Clause 11 (Tax Gross-Up and Indemnities) (subject to the terms

of that Clause, including the applicable exceptions referred to in Clause 11.4 (Exceptions to gross-up and indemnity)).

(h) Each

New Lender, by executing the relevant Transfer Certificate confirms, for the avoidance of

doubt, that the Agent has authority to execute on its behalf any amendment or waiver that

has been approved by or on behalf of the requisite Lender or Lenders in accordance with this

Agreement on or prior to the date on which the novation or assignment becomes effective in

accordance with this Agreement and that it is bound by that decision to the same extent as

the Existing Lender would have been had it remained a Lender.

(i) A

Lender may not assign or novate any of its rights or obligations under the Finance Documents

or change its Facility Office, if the New Lender or the Lender acting through its new Facility

Office would be entitled to exercise any rights under Clause 7.1 (Illegality) as a

result of circumstances existing as at the date the assignment, novation or change is proposed

to occur.

(j) A

Lender may only enter into funded or unfunded sub-participations or risk participation arrangements,

collateralised loan obligation, collateralised debt obligation, or any similar arrangements

without notice to or consent of the Company provided that the Lender remains the lender of

record and, unless a Material Event of Default is continuing, retains full discretion in

exercising any voting rights under the Finance Documents.

(k) A

Lender may not novate any of its obligations during the period from when a Utilisation Request

is delivered until the Business Day after the Utilisation Date specified in that Utilisation

Request.

(l) Any

purported assignment or novation in breach of Clause 22.1 (Assignments and

novations

by the Lenders) and this Clause 22.2 is void.

(m) A

Lender must bear its own Costs (including legal fees) in connection with any assignment or

novation.

(n) The

Agent shall provide to the Company a list of the Lenders upon reasonable request by the Company.

22.3 Assignment

or novation fee

Unless

the Agent otherwise agrees, the New Lender shall, on the date upon which an assignment or novation takes effect pay to the Agent (for

its own account) a fee of:

(a) [***]

per transfer where there is an Event of Default continuing; or

(b) [***]

per transfer where there is no Event of Default continuing.

This

fee does not relate to any initial syndication by Original Lenders effected within the first 6 months after Financial Close.

22.4 Green

List

The

Company may, at any time following the anniversary of Financial Close, amend the Green List after consultation with the Lenders from

time to time and provide an updated version to the Agent for distribution to the Lenders, provided:

(a) the

Company may only:

(i) remove

up to 5 persons from the Green List at any one time; and

(ii) exercise

this right twice in any calendar year; and

(b) removal

does not apply retrospectively to any current Lender or person who has acquired a Lender’s

participation in accordance with the Facility Agreement).

22.5 Limitation

of responsibility of Existing Lenders

(a) Unless

expressly agreed to the contrary, an Existing Lender makes no representation or warranty

and assumes no responsibility to a New Lender for:

(i) the

legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or

any other documents;

(ii) the

financial condition of any Obligor or any other person;

(iii) the

performance and observance by any Obligor or any other person of its obligations under the

Finance Documents or any other documents; or

(iv) the

accuracy of any statements (whether written or oral) made in or in connection with any Finance

Document or any other document,

and

any representations or warranties implied by law are excluded.

(b) Each

New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has

made (and shall continue to make) its own independent investigation and assessment of the

financial condition and affairs of each Obligor and its related entities and any other person

in connection with its participation in this Agreement and has not relied exclusively on

any information provided to it by the Existing Lender in connection with any Finance Document;

and

(ii) will

continue to make its own independent appraisal of the creditworthiness of

each

Obligor and its related entities and any other person whilst any amount is or may be outstanding under the Finance Documents or any Commitment

is in force.

in any Finance Document obliges an Existing Lender to:

(i) accept

a re-novation from a New Lender of any of the rights and obligations assigned or novated

under this Clause 22; or

(ii) support

any losses directly or indirectly incurred by the New Lender by reason of the non-performance

by any Obligor or any other person of its obligations under the Finance Documents or otherwise.

22.6 Procedure

for novation

(a) If

an Existing Lender wishes to novate all or any of its rights and obligations under the Finance

Documents, it and the New Lender must execute and deliver to the Agent four counterparts

of a Transfer Certificate.

(b) Subject

to the conditions set out in Clause 22.2 (Conditions of assignment or novation), a

novation is effected in accordance with Clause 22.6(e) (Procedure for novation) when

the Agent executes the otherwise duly completed Transfer Certificates delivered to it by

the Existing Lender and the New Lender. The Agent shall, subject to paragraph (c) below,

as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate

appearing on its face to comply with the terms of this Agreement and delivered in accordance

with the terms of this Agreement, execute that Transfer Certificate.

Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing

Lender and the New Lender once it and the Security Trustee are satisfied they have complied

with all necessary “know your customer” or other similar checks under all applicable

laws and regulations in relation to the transfer to such New Lender. On completion of those

checks, the Security Trustee shall promptly notify the Agent and the Agent shall promptly

notify the Existing Lender and the New Lender.

(d) Each

Party other than the Existing Lender irrevocably authorises the Agent to execute any Transfer

Certificate on its behalf.

(e) Subject

to Clause 22.11 (Pro rata interest settlement), on the Transfer Date:

(i) to

the extent that in the Transfer Certificate the Existing Lender seeks to novate its rights

and obligations under the Finance Documents (other than the Security Trust Deed), each of

the Obligors and the Existing Lender shall be released from further obligations towards one

another under the Finance Documents (other than under the Security Trust Deed) and their

respective rights against one another under the Finance Documents shall be cancelled (being

the “Discharged Rights and Obligations”);

(ii) each

of the Obligors and the New Lender shall assume obligations towards one another and/or acquire

rights against one another which differ from the Discharged Rights and Obligations only insofar

as that Obligor and the New Lender have assumed and/or acquired the same in place of that

Obligor and the Existing Lender;

(iii) the

Agent, the Security Trustee, and other Lenders shall acquire the same rights and assume the

same obligations between themselves as they would have acquired and assumed had the New Lender

been an Original Lender with the rights and/or obligations acquired or assumed by it as a

result of the novation and to that extent the Agent, the Security Trustee and the Existing

Lender shall each be released from further obligations to each other under the Finance Documents

(other than the Security Trust Deed);

(iv) the

New Lender shall become a Party as a “Lender” and entitled to the benefits of,

and in that capacity (and therefore as a “Beneficiary” under the Security Trust

Deed) subject to the obligations under, any other document entered into by the Agent as agent

for the Lenders or by the Security Trustee as trustee for “Beneficiaries”; and

(v) for

the purposes of this Agreement rights and obligations will be taken to have been transferred

under a Transfer Certificate even though it operates as a novation and rights and obligations

are replaced rather than transferred.

The

Security Trust Deed sets out the effect of accession by a New Lender to that deed.

22.7 Copy

of Transfer Certificate to Company

The

Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Company a copy of that Transfer

Certificate.

22.8 Lender

substitution

(a) If

at any time any Lender becomes a:

(i) Non-Consenting

Lender;

(ii) Defaulting

Finance Party; or

(iii) Claiming

Lender,

then

the Company may, on not less than 5 Business Days’ prior notice to the Agent and that Lender:

(iv) replace

that Lender by causing it to (and that Lender shall) novate all of its rights and obligations

under this Agreement to a Lender or other person (where such Lender or other person is willing

and has agreed to take such novation and is not an Offshore Associate) selected by the Company

for a purchase price equal to the outstanding principal amount of that Lender’s share

in the outstanding Utilisations and all accrued interest and fees and other amounts payable

to it under this Agreement; or

(v) prepay

that Lender’s participation at par provided that such prepayments are funded by proceeds

from Retained Excess Cashflow or additional Equity Contributions.

(b) None

of the Agent, the Security Trustee or any Lender shall have any obligation to the Company

to find a replacement Lender or other such entity. No Obligor may make any payment or assume

any obligation (whether by way of fees, expenses or otherwise) to or on behalf of the replacement

Lender as an inducement for the replacement Lender to become a Lender. The Company may only

exercise its replacement rights in respect of any relevant Lender within 90 days of becoming

entitled to do so on each occasion such Lender is a Non-Consenting Lender, a Defaulting Finance

Party or a Claiming Lender.

no event shall the Lender being replaced be required to pay or surrender to the replacement

Lender or other entity any of the fees received by such Lender being replaced pursuant to

this Agreement.

(d) Any

Lender shall only be obliged to novate its rights and obligations pursuant to this Clause

22.8 (Lender substitution) once it is satisfied that it has complied with all necessary

“know your customer” or other similar checks under all applicable laws and regulations

in relation to that novation.

(e) For

the purposes of this Clause:

(i) “Non-Consenting

Lender” means any Lender which does not agree to a consent to a departure from, or waiver or amendment of, any provision of the Finance Documents which has been requested by the Company

or the Agent where the requested consent, waiver or amendment is one which requires the consent of all Lenders or Affected Lenders pursuant

to this Agreement and has been agreed to by the Majority Lenders; and

(ii) “Claiming

Lender” means any Lender which seeks to charge any amount to an Obligor pursuant

to Clause 7.1 (Illegality), Clause 11 (Tax Gross-Up and Indemnities) (other

than Clause 11.7 (Indirect Tax)) or Clause 12.1 (Increased costs).

22.9 Security

over Lenders’ rights

addition to the other rights provided to Lenders under this Clause 22, each Lender may without consulting with or obtaining consent from

any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any

of its rights under any Finance Document to secure obligations of that Lender including:

(a) any

charge, assignment or other Security to secure obligations to a federal reserve or central

bank; and

(b) in

the case of any Lender which is a fund, any charge, assignment or other Security granted

to any holders (or trustee or representatives of holders) of obligations owed, or securities

issued, by that Lender as security for those obligations or securities,

except

that no such charge, assignment or Security shall:

(i) release

a Lender from any of its obligations under the Finance Documents or substitute the beneficiary

of the relevant charge, assignment or other Security for the Lender as a party to any of

the Finance Documents;

(ii) require

any payments to be made by an Obligor or grant to any person any more extensive rights than

those required to be made or granted to the relevant Lender under the Finance Documents;

(iii) unless

an Event of Default is subsisting, be granted to a Disqualified Lender.

100

22.10 Mezzanine

Lender buy-out rights

(a) If:

(i) an

Event of Default subsists for more than 90 days; or

(ii) if

earlier, the Finance Parties take any formal step to enforce their rights under the Finance

Documents (including, without limitation, by declaring any amount to be due and payable,

by accelerating the date for payment of any amount, by exercising any right of set-off or

through the appointment of a receiver),

the

Company may by notice require the Lenders to:

(iii) transfer

all (but not some only) of their rights and obligations under the Finance Documents (including

rights in respect of interest, fees, costs and expenses) at par (other than in respect of

the novation of any hedging contracts) together with any applicable Make Whole Amount under

Clause 10.5 (Make Whole); and

(iv) (provided

that the terms of any novation (including as to the proposed novatee, pricing, limits and

compliance with internal policies (including without limitation any “know your customer”

or other similar checks)) are acceptable to the relevant Lender or its Affiliate (in its

capacity as Hedge Counterparty) and the novation documents are executed within 10 Business

Days of the notice) the Lender or its Affiliate (in its capacity as Hedge Counterparty) to

novate

their hedging transactions under the relevant Hedge Agreement at a price to be calculated by the relevant Lender or its Affiliate (in

its capacity as Hedge Counterparty),

(together,

the “Call Assets”) to the Mezzanine Lender or a related entity of a Mezzanine Lender and otherwise in accordance with

Clause 22.1 (Assignments and novations by the Lenders). For the avoidance of doubt, this buy-out right only applies to all of

the Call Assets of all Lenders (including in their capacity as Hedge Counterparties) (as applicable) (that is, it cannot apply to some

of the Lenders (including in their capacity as Hedge Counterparties) or part of the Call Assets).

(b) If

the Company gives a notice to novate under paragraph (a), each Lender, subject to satisfactory

receipt of all documentation and other information required in order to comply with applicable

“know your customer” checks and anti-money laundering rules and regulations,

agrees to enter into a Transfer Certificate with the proposed new Lender in respect of all

of its rights and obligations under this Agreement in accordance with the other provisions

of this Clause 22 (Changes to the Lenders) and agrees to otherwise do everything the

Company reasonably requires for the transfer of those rights and obligations, including the

transfer of the rights and obligations under the hedge transactions under the relevant Hedge

Agreement, provided that no transfer of rights or obligations of any Lender (including in

its (or its Affiliate’s) capacity as a Hedge Counterparty) will be effective until

each Lender (including in its (or its Affiliate’s) capacity as a Hedge Counterparty)

has received in cash all amounts owing to it (in any capacity) under the Finance Documents.

101

in this Clause 22.10 limits a Lender’s right to assign, transfer or novate its rights

and obligations (or enter into sub-participations of such rights) under the Finance Documents

under Clause 22.1 (Assignments and novations by the Lenders) to 22.6 (Procedure

for novation).

22.11 Pro

rata interest settlement

(a) If

the Agent has notified the Lenders that it is able to distribute interest payments on a “pro

rata basis” to Existing Lenders and New Lenders then (in respect of any novation pursuant

to Clause 22.6 (Procedure for novation) the Transfer Date of which, in each case,

is after the date of such notification and is not on the last day of an Interest Period):

(i) any

interest or fees in respect of the relevant participation which are expressed to accrue by

reference to the lapse of time shall continue to accrue in favour of the Existing Lender

up to but excluding the Transfer Date (“Accrued Amounts”) and shall become

due and payable to the Existing Lender (without further interest accruing on them) on the

last day of the current Interest Period; and

(ii) the

rights assigned or novated by the Existing Lender will not include the right to the Accrued

Amounts, so that, for the avoidance of doubt:

(A) when

the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing

Lender; and

(B) the

amount payable to the New Lender on that date will be the amount which would, but for the

application of this Clause 22.11, have been payable to it on that date, but after deduction

of the Accrued Amounts.

(b) In

this Clause 22.11 references to “Interest Period” shall be construed to include

a reference to any other period for accrual of fees.

Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 22.11

but which does not have a Commitment shall be deemed not to be a Lender for the purposes

of ascertaining whether the agreement of any specified group of Lenders has been obtained

to approve any request for a consent, waiver, amendment or other vote of Lenders under the

Finance Documents.

102

23. Changes

to the Obligors

23.1 Assignments

and novation by Obligors

Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents (other than any Hedge Agreement)

other than with the prior consent of the Agent (acting on the instructions of all Lenders).

24. Debt

Purchase Transactions

24.1 Prohibited

Debt Purchase Transactions

(a) Without

limiting the prohibition in Clause 22.2 (Conditions of assignment or novation), the

Company shall not, and shall procure that each other Obligor shall not:

(i) be

a Lender or enter into any Debt Purchase Transaction other than in accordance with the other

provisions of this Clause 24 (Debt Purchase Transactions); or

(ii) beneficially

own or control all or a material part of the equity of an entity that is a Lender or a party

to a Debt Purchase Transaction.

(b) A

Borrower may purchase by way of assignment, pursuant to Clause 22 (Changes to the Lenders),

a participation in any Utilisation under a Facility in respect of which it is the borrower

and any related Commitment where:

(i) such

purchase is made for a consideration of less than par;

(ii) such

purchase is made using one of the processes set out at paragraphs (c) and (d) below;

(iii) such

purchase is made at a time when no Default is continuing; and

(iv) the

consideration for such purchase is funded from:

(A) Retained

Excess Cashflow; or

(B) additional

Equity Contributions made after Financial Close; and

(v) any

participation purchased by a Borrower is cancelled.

Process)

(i) A

Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant

to a solicitation process (a “Solicitation Process”) which is carried

out as contemplated by this paragraph (c).

(ii) Prior

to 11.00 am on a given Business Day (the “Solicitation Day”), the Company

or a financial institution acting on its behalf (the “Purchase Agent”)

will approach at the same time each Lender which participates in the relevant Facilities

to enable them to offer to sell to the relevant Borrower(s) an amount of their participation

in one or more of Facilities. Any Lender wishing to make such an offer shall, by 11.00 am

on the second Business Day following such Solicitation Day, communicate to the Purchase Agent

details of the amount of its participations, and in which Facilities, it is offering to sell

and the price at which it is offering to sell such participations. Any such offer shall be

irrevocable until 11.00 am on the third Business Day following such Solicitation Day and

shall be capable of acceptance by the Company on behalf of the relevant Borrower(s) on or

before such time by communicating its acceptance in writing to the Purchase Agent or, if

it is the Purchase Agent, the relevant Lenders. The Purchase Agent (if someone other than

the Company) will

communicate to the relevant Lenders which offers have been accepted by 12 noon on the third Business Day following such Solicitation

Day. In any event, by 11.00 am on the fourth Business Day following such Solicitation Day, the Company shall notify the Agent of the

amounts of the participations purchased through the relevant Solicitation Process, the identity of the Facilities to which they relate

and the average price paid for the purchase of participations in the relevant Facility. The Agent shall disclose such information to

any Lender that requests such disclosure.

103

(iii) Any

purchase of participations in the Facilities pursuant to a Solicitation Process shall be

completed and settled on or before the fifth Business Day after the relevant Solicitation

Day.

(iv) In

accepting any offers made pursuant to a Solicitation Process, the Company shall be free to

select which offers and in which amounts it accepts but on the basis that in relation to

a participation in a particular Facility it accepts offers in inverse order of the price

offered (with the offer or offers at the lowest price being accepted first) and that if in

respect of participations in a particular Facility it receives two or more offers at the

same price it shall only accept such offers on a pro rata basis.

(d) (Open

Order Process)

(i) A

Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant

to an open order process (an “Open Order Process”) which is carried out

as contemplated by this paragraph (d).

(ii) The

Company (on behalf of the relevant Borrower(s)) may by itself or through another Purchase

Agent place an open order (an “Open Order”) to purchase participations

in one or more of the Facilities up to a set aggregate amount at a set price by notifying

at the same time all the Lenders participating in the relevant Facilities of the same. Any

Lender wishing to sell pursuant to an Open Order will, by 11.00 am on any Business Day following

the date on which the Open Order is placed but no earlier than the first Business Day, and

no later than the fifth Business Day, following the date on which the Open Order is placed,

communicate to the Purchase Agent details of the amount of its participations, and in which

Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11.00

am on the Business Day following the date of such offer from the Lender and shall be capable

of acceptance by the Company on behalf of the relevant Borrower(s) on or before such time

by it communicating such acceptance in writing to the relevant Lender.

(iii) Any

purchase of participations in the Facilities pursuant to an Open Order Process shall be completed

and settled by the relevant Borrower(s) on or before the fourth Business Day after the date

of the relevant offer by a Lender to sell under the relevant Open Order.

(iv) If,

in respect of participations in a Facility, the Purchase Agent receives on the same Business

Day two or more offers at the set price such that the maximum amount of such Facility to

which an Open Order relates would be exceeded, the Company shall only accept such offers

on a pro rata basis.

(v) The

Company shall, by 11.00 am on the sixth Business Day following the date on which an Open

Order is placed, notify the Agent of the amounts of the participations purchased through

such Open Order Process and the identity of the Facilities to which they relate. The Agent

shall disclose such information to any Lender that requests the same.

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(e) There

is no limit on the number of occasions a Solicitation Process or an Open Order Process may

be implemented.

(f) In

relation to any Debt Purchase Transaction entered into pursuant to this Clause 24

(Debt

Purchase Transactions), notwithstanding any other term of this Agreement or the other Finance Documents:

(i) on

completion of the relevant assignment pursuant to Clause 22 (Changes to the Lenders),

the portions of the Loans to which it relates shall be extinguished and any related repayment

instalments will be reduced pro-rata accordingly;

(ii) such

Debt Purchase Transaction and the related extinguishment referred to in paragraph (i) above

shall not constitute a prepayment of the Facilities;

(iii) the

Borrower which is the assignee shall be deemed to be an entity which fulfils the requirements

of Clause 22 (Changes to the Lenders) to be a New Lender (as defined in such Clause);

(iv) no

Obligor shall be deemed to be in breach of any provision of Clause 19 (General Undertakings)

solely by reason of such Debt Purchase Transaction;

(v) Clause

27 (Sharing among the Finance Parties) shall not be applicable to the consideration

paid under such Debt Purchase Transaction; and

(g) For

the avoidance of doubt, any extinguishment of any part of the Loans shall not affect any

amendment or waiver which prior to such extinguishment had been approved by or on behalf

of the requisite Lender or Lenders in accordance with this Agreement.

24.2 Disenfranchisement

on Debt Purchase Transactions entered into by Topco Affiliates

(a) For

so long as a Topco Affiliate (i) beneficially owns a Commitment or (ii) has entered into

a Debt Purchase Transaction and such agreement or arrangement has not been terminated:

(i) in

ascertaining whether the Majority Lenders, all Lenders or Lenders representing any given

percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments give

a consent, waiver, amendment or other vote under the Finance Documents, such Commitment shall

be deemed to be zero (unless such consent, waiver, amendment or other vote discriminates

against such Topco Affiliate in its capacity as Lender); and

(ii) for

the purposes of Clause 35 (Amendments and Waivers), such Topco Affiliate or the person

with whom it has entered into such sub-participation, other agreement or arrangement shall

be deemed not to be a Lender (unless in the case of a person not being a Topco Affiliate

it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment) (unless

such consent, waiver, amendment or other vote discriminates against such Topco Affiliate

in its capacity as Lender).

(b) Each

Lender shall promptly notify the Agent in writing if:

(i) it

knowingly enters into a Debt Purchase Transaction with a Topco Affiliate; or

(ii) such

transaction is terminated or ceases to be with a Topco Affiliate.

Topco Affiliate that is a Lender agrees that:

(i) unless

the Agent otherwise agrees, it shall not attend or participate in any meeting or conference

call of Lenders or be entitled to receive the agenda or any minutes; and

(ii) in

its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive

any report or other document prepared at the behest of, or on the instructions of, the Agent

or one or more of the Lenders.

24.3 Topco

Affiliates’ notification to other Lenders of Debt Purchase Transactions

Any

Topco Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall,

by 5:00 pm (Sydney time) on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Agent

of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall promptly disclose

such information to the Lenders.

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SECTION

THE

FINANCE PARTIES

25. Role

of the Agent

25.1 Appointment

of the Agent

(a) Each

of the Lenders appoints the Agent to act as its agent under and in connection with the Finance

Documents. The Agent will be agent for the Lenders except as described in Clause 25.1(d).

(b) Each

of the Lenders authorises the Agent to perform the duties, obligations and responsibilities

and to exercise the rights, powers, authorities and discretions specifically given to the

Agent under or in connection with the Finance Documents together with any other incidental

rights, powers, authorities and discretions.

limitation to Clause 25.1(b) above, each of the Lenders authorises the Agent to enter into

any Finance Documents (including the Security Trust Deed) on behalf of them.

(d) Where

the Agent provides services in connection with the administration of the Utilisations, that

is when it calculates rates and amounts, keeps records, receives and distributes payments

and information received and receives and deals with Utilisation Requests, it does not provide

those services as agent for the Lenders, but as principal, but the remainder of this Clause

25 still applies.

25.2 Instructions

(a) The

Agent shall:

(i) unless

a contrary indication appears in a Finance Document, exercise or refrain from exercising

any right, power, authority or discretion vested in it as Agent in accordance with any instructions

given to it by (A) all Lenders (or other group of Lenders), if the relevant Finance Document

stipulates the matter is an all Lender decision (or a decision for another group of Lenders,

as applicable); and (B) in all other cases, the Majority Lenders;

(ii) not

be liable for any act (or omission) if it acts (or refrains from acting) in accordance with

paragraph (i) above.

(b) The

Agent shall be entitled to request instructions, or clarification of any instruction, from

the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision

for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether,

and in what manner, it should exercise or refrain from exercising any right, power, authority

or discretion. The Agent may refrain from acting unless and until it receives any such instructions

or clarification that it has requested.

in the case of decisions stipulated to be a matter for any other Lender or group of Lenders

under the relevant Finance Document and unless a contrary indication appears in a Finance

Document, any instructions given to the Agent by the Majority Lenders shall override any

conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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(d) The

Agent may refrain from acting in accordance with any instructions of any Lender or group

of Lenders until it has received any indemnification and/or security that it may in its discretion

require (which may be greater in extent than that contained in the Finance Documents and

which may include payment in advance) for any cost, loss or liability which it may incur

in complying with those instructions. The Agent may specify that the security be cash, in

which case the Company must provide it on request, failing which each Lender must on request

pay its proportion of the cash according to its Commitment. Any amount recovered by the Agent

under any security will be taken to be an amount paid by the party which provided that security.

(e) In

the absence of instructions, the Agent may act (or refrain from acting) as it considers to

be in the best interest of the Lenders.

(f) The

Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s

consent) in any legal or arbitration proceedings relating to any Finance Document.

25.3 Duties

of the Agent

(a) The

Agent’s duties under the Finance Documents are solely mechanical and administrative

in nature.

(b) Subject

to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy

of any document which is delivered to the Agent for that Party by any other Party.

prejudice to Clause 22.7 (Copy of Transfer Certificate to Company), paragraph (b)

above shall not apply to any Transfer Certificate.

(d) The

Agent is not obliged to monitor compliance by the Obligors with their obligations under any

Finance Document.

(e) Except

where a Finance Document specifically provides otherwise, the Agent is not obliged to review

or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(f) If

the Agent receives notice from a Party referring to this Agreement, describing a Default

or a Review Event and stating that the circumstance described is a Default or Review Event,

it shall promptly notify the other Finance Parties.

(g) If

the Agent is aware of the non-payment of any principal, interest, commitment fee or other

fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly

notify the other Finance Parties.

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(h) The

Agent shall have only those duties, obligations and responsibilities expressly specified

in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

(i) If

the Agent receives a request by a Lender the Agent will provide a privacy notice (in the

form recommended by the Asia Pacific Loan Markets Association (Australia Branch) or as otherwise

directed by a Finance Party) to a representative of the officers of an Obligor whose personal

information has been collected on behalf of the Finance Parties, which details the manner

in which personal information collected in connection with this Agreement may be used and

disclosed by the Finance Parties.

25.4 No

fiduciary duties or partnership

(a) Nothing

in any Finance Document constitutes the Agent or as a trustee, fiduciary or partner of any

other person.

(b) The

Agent shall not be bound to account to any Lender for any sum or the profit element of any

sum received by it for its own account.

25.5 Business

with the Obligors

The

Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or any other

Finance Party.

25.6 Rights

and discretions

(a) The

Agent may:

(i) rely

on any representation, communication, notice or document believed by it to be genuine, correct

and appropriately authorised;

(ii) assume

that:

(A) any

instructions received by it from the Majority Lenders, any Lenders or any group of Lenders

are duly given in accordance with the terms of the Finance Documents; and

(B) unless

it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely

on a written statement from any person:

(A) as

to any matter of fact or circumstance which might reasonably be expected to be within the

knowledge of that person; or

(B) to

the effect that such person approves any particular dealing, transaction, step, action or

thing, as

sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that written

statement.

108

(b) The

Agent may assume (unless it has received notice to the contrary in its capacity as agent

for the Lenders) that:

(i) no

Default or Review Event has occurred (unless it has actual knowledge of a Default arising

under Clause 20.1 (Non-payment))

(ii) any

right, power, authority or discretion vested in any Party or any group of Lenders has not

been exercised; and

(iii) any

notice or request made by the Company is made on behalf of and with the consent and knowledge

of all the relevant Obligors.

Agent may engage and pay for the advice or services of any lawyers, accountants, surveyors

or other experts or professional advisers, and (unless a Default has occurred and is subsisting)

subject to Costs having been approved in writing by the Company (acting reasonably).

(d) Without

prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may

at any time engage and pay for the services of any lawyers to act as independent counsel

to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in

its reasonable opinion deems this to be necessary.

(e) The

Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors

or other professional advisers or experts (whether obtained by the Agent or by any other

Party) and shall not be liable for any damages, costs or losses to any person, any diminution

in value or any liability whatsoever arising as a result of its so relying.

(f) The

Agent may act in relation to the Finance Documents through its officers, employees, secondees

and agents.

(g) Unless

a Finance Document expressly provides otherwise the Agent may disclose to any other Party

any information it reasonably believes it has received as Agent under this Agreement.

(h) Without

limiting paragraph (g) above, the Agent may disclose the identity of a Defaulting Finance

Party or a Non-Consenting Lender to the other Finance Parties and the Company and shall disclose

it on the written request of the Company or the Majority Lenders.

(i) Notwithstanding

any other provision of any Finance Document to the contrary, the Agent is not obliged to

do, or omit to, do anything if it would or might in its reasonable opinion constitute a breach

of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding

any provision of any Finance Document to the contrary, the Agent is not obliged to expend

or risk its own funds or otherwise incur any financial liability in the performance of its

duties, obligations or responsibilities or the exercise of any right, power, authority or

discretion if it has grounds for believing the repayment of such funds or adequate indemnity

against, or security for, such risk or liability is not reasonably assured to it.

109

(k) The

Agent is taken not to be aware of anything until an Authorised Signatory of the Agent with

day-to-day responsibility for the administration of the transactions contemplated by the

Finance Documents has actual knowledge of sufficient facts to ascertain that the thing has

occurred.

(l) If

the Agent is also a Lender, then in its capacity as a Lender it has the same rights and obligations

under the Finance Documents as the other Lenders and may exercise those rights and shall

comply with those obligations independently from its role as Agent as if it were not the

Agent.

(m) The

Parties need not enquire whether any instructions from all or a percentage of Lenders or

the Majority Lenders have been given to the Agent or as to the terms of those instructions.

As between the other Parties on the one hand and the Agent and Lenders on the other, everything

done by the Agent under or in relation to the Finance Documents will be taken to be authorised.

(n) Whenever

the Agent:

(i) consults

the Lenders to seek instructions, it may specify a period in which those instructions are

to be given. If the Agent specifies a period, the period must be reasonable; and

(ii) receives

instructions from the Majority Lenders or all of them, it shall follow them but only to the

extent they are in accordance with the Finance Documents.

(o) Whenever

a Lender gives instructions:

(i) it

shall do so in accordance with the Finance Documents and within the period specified by the

Agent for giving instructions; and

(ii) it

authorises the Agent to do anything appropriate to carry out the instructions.

(p) A

Lender shall not exercise a right (including enforcing a right) against an Obligor under

any Finance Document independently of the Agent unless the Agent has been instructed in accordance

with this Clause 25.6 to exercise the right and the Agent has not done so within a reasonable

time, if relevant, after receiving security for any Cost, loss or liability which it may

incur in accordance with this Clause 25.6.

25.7 Responsibility

for documentation

The

Agent is not responsible or liable for:

(a) the

adequacy, accuracy or completeness of any information (whether oral or written) supplied

by the Agent, an Obligor or any other person given in or in connection with any Finance Document

or the transactions contemplated in the Finance Documents or any other agreement, arrangement

or document;

110

(b) the

legality, validity, effectiveness, adequacy or enforceability of any Finance Document or

any other agreement, arrangement or document under or in connection with the

Finance

Documents or the transactions contemplated by them; or

determination as to whether any information provided or to be provided to any Finance Party

is non-public information the use of which may be regulated or prohibited by applicable law

or regulation relating to insider dealing or otherwise.

25.8 No

duty to monitor

The

Agent shall not be bound to enquire:

(a) whether

or not any Default or Review Event has occurred;

(b) as

to the performance, default or any breach by any Party of its obligations under any Finance

Document or any other agreement, arrangement or document or undertake any ‘know your

customer’ checks on behalf of any other Party; or

any other event specified in any Finance Document has occurred.

25.9 Exclusion

of liability

(a) Without

limiting Clauses 25.9(b) or 25.9(c) (and without prejudice to any other provision of any

Finance Document excluding or limiting the liability of the Agent), the Agent will not be

liable for:

(i) any

damages, costs or losses to any person, any diminution in value, or any liability whatsoever

arising as a result of taking or not taking any action under or in connection with any Finance

Document, unless directly caused by its fraud, gross negligence or wilful misconduct;

(ii) exercising,

or not exercising, any right, power, authority or discretion given to it by, or in connection

with, any Finance Document or any other agreement, arrangement or document entered into,

made or executed in anticipation of, under or in connection with, any Finance Document, other

than by reason of its fraud, gross negligence or wilful misconduct; or

(iii) without

prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses

to any person, any diminution in value or any liability whatsoever (but not including any

claim based on the fraud of the Agent) arising as a result of:

(A) any

act, event or circumstance not reasonably within its control; or

(B) the

general risks of investment in, or the holding of assets in, any jurisdiction,

including

(in each case and without limitation) such damages, costs, losses to any person, any diminution in value or any liability arising as

a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation;

market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown,

failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;

war, terrorism, insurrection or revolution; or strikes or industrial action.

111

(b) The

Agent will not be responsible or liable to any Finance Party or any other person:

(i) because

any Obligor does not perform its obligations under the Finance Documents;

(ii) for

the financial condition of any Obligor; or

(iii) because

any statement, representation or warranty in a Finance Document is incorrect, or misleading

or deceptive.

Party (other than in the case of the Agent, the Agent) may take any proceedings against any

officer, employee, secondee, agent or attorney of the Agent in respect of any claim it might

have against the Agent or in respect of any act or omission of any kind by that officer,

employee, secondee, agent or attorney in relation to any Finance Document and any officer,

employee, secondee, agent or attorney of the Agent may rely on this Clause 25.9.

(d) The

Agent will not be liable for any delay (or any related consequences) in crediting an account

with an amount required under the Finance Documents to be paid by the Agent if the Agent

has taken all necessary steps as soon as reasonably practicable to comply with the regulations

or operating procedures of any recognised clearing or settlement system used by the Agent

for that purpose.

(e) Despite

any other provision of any Finance Document, the Agent need not act (whether or not on instructions

from one or more of the Lenders) for so long as it is unable to act due to any cause beyond

its control (including war, riot, natural disaster, labour dispute or law taking effect after

the date of this Agreement). The Agent shall notify each Lender promptly after it determines

that it is unable to act. The Agent will not be responsible or liable for any liability,

loss or Cost suffered or incurred by any Party or any other person as a result of its not

acting for so long as it is unable to act.

(f) Nothing

in the Finance Documents shall oblige the Agent to carry out:

(i) any

“know your customer” or other checks in relation to any person; or

(ii) any

check on the extent to which any transaction contemplated by this Agreement might be unlawful

for any Lender,

behalf of any Finance Party. Each other Finance Party confirms to the Agent that it is solely responsible for any such checks which it

is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

112

(g) Without

prejudice to any provision of any Finance Document excluding or limiting the Agent’s

liability, any liability of the Agent arising under or in connection with any Finance Document

shall be limited to the amount of actual loss which has been suffered (as determined by reference

to the date of default of the Agent or, if later, the date on which the loss arises as a

result of such default) but without reference to any special conditions or circumstances

known to the Agent at any time which increase the amount of that loss. In no event shall

the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or

anticipated saving, or for special, punitive, indirect or consequential damages, whether

or not the Agent has been advised of the possibility of such loss or damages.

25.10 Lenders’

indemnity to the Agent

(a) Each

Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments

are then zero, to its share of the Total Commitments immediately prior to their reduction

to zero) indemnify the Agent, within three Business Days of demand, against any cost, expense,

loss or liability (including, without limitation, for negligence or any other category of

liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s

fraud, gross negligence or wilful misconduct) in acting as Agent under the Finance Documents

(unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b) A

Lender’s share will be the proportion of its share of the Total Commitments or, if

the Total Commitments are then zero, its share of the Total Commitments immediately prior

to their reduction to zero. Where a Lender’s Commitment has been reduced to zero, but

it has a participation in any outstanding Utilisations, then for this purpose its Commitment

will be taken to be the aggregate amount of its participation (and the Total Commitments

calculated

accordingly).

any Lender fails to pay its share of any amount due under paragraph (a) one or more other

Lenders may pay all or part of that share to the Agent. In that case, the defaulting Lender

must immediately pay each such paying Lender the amount paid by that paying Lender together

with interest equal to the rate from time to time certified by the paying Lender to be its

cost of funds plus a margin of 2% per annum, compounding monthly.

(d) If

any Lender fails to provide its share of security to the Agent when requested under Clause

25.6 (Rights and discretions) one or more other Lenders may provide all or part of

that share on its behalf. Where that security is cash the non-providing Lender must immediately

pay each Lender that provided cash the amount provided by it together with interest equal

to its cost of funds plus a margin of 2% per annum, compounding monthly.

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25.11 Resignation

of the Agent

(a) The

Agent may resign and appoint one of its Affiliates (acting through an office in the same

time zone as Australia) at its own Cost as successor by giving notice to the Lenders and

the Company. Other than in respect of this paragraph (a) and paragraphs (b), (c) and (f)

below, the costs and expenses of the resignation or removal and replacement of the Agent

will be borne by the Company.

(b) Alternatively

the Agent may resign by giving 30 days’ notice to the Lenders and the Company, in which

case the Majority Lenders (with the prior consent of the Company, not to be unreasonably

withheld) may appoint a successor Agent (acting through an office in the same time zone as

Australia).

the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b)

above within 20 days after notice of resignation was given, the retiring Agent (with the

prior written consent of the Company, not to be unreasonably withheld) may appoint a successor

Agent (acting through an office in the same time zone as Australia).

(d) The

retiring Agent shall make available to the successor Agent such documents and records and

provide such assistance as the successor Agent may reasonably request for the purposes of

performing its functions as Agent under the Finance Documents. The Agent’s resignation

notice shall only take effect upon the appointment of a successor. In relation to any resignation

under Clause 25.11(f) only, the Company shall, within 3 Business Days of demand, reimburse

the retiring Agent for the amount of all costs and expenses (including legal fees) reasonably

and properly incurred by it in making available such documents and records and providing

such assistance, otherwise.

(e) Upon

the appointment of a successor, the retiring Agent shall be discharged from any further obligation

in respect of the Finance Documents (other than its obligations under paragraph (d) above)

but shall remain entitled to the benefit of Clause 13.3 (Indemnity to the Agent) and

this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to

accrue from (and shall be payable on) that date). This discharge shall not affect any accrued

rights or obligations of the retiring Agent. Any successor Agent and each of the other Parties

shall have the same rights and obligations amongst themselves as they would have had if such

successor Agent had been an original Party.

(f) After

consultation with the Company, the Majority Lenders may, by giving 30 days’ notice

to the Agent require it to resign in accordance with Clause 25.11(b) (or, if at any time

the Agent is a Defaulting Finance Party, by giving any shorter notice determined by the Majority

Lenders). In this event:

(i) the

Agent shall promptly resign in accordance with Clause 25.11(b) and the Majority Lenders must

(with the prior consent of the Company, not to be unreasonably withheld) appoint a successor

Agent (acting through an office in the same time zone as Australia); and

(ii) the

Lenders must reimburse the retiring Agent for the amount of all costs and expenses

(including legal fees) properly incurred by it in making available to the successor Agent such documents and records and providing such

assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents

and for the purposes of transferring the rights and obligations referred to in Clause 25.11(e).

114

(g) The

Agent shall resign in accordance with Clause 25.11(b) (and, to the extent applicable, shall

use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.11(c)) if on

or after the date which is three months before the earliest FATCA Application Date relating

to any payment to the Agent under the Finance Documents, either:

(i) the

Agent fails to respond to a request under Clause 11.8 (FATCA Information) and the

Company or a Lender reasonably believes that the Agent will not be (or will have ceased to

be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the

information supplied by the Agent pursuant to Clause 11.8 (FATCA Information) indicates

that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that

FATCA Application Date; or

(iii) the

Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased

to be) a FATCA Exempt Party on or after that FATCA Application Date,

and

(in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be

required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

(h) If

the successor Agent or the Company do not agree to new terms, the same terms will apply and

bind them as applied between the retiring Agent and the Company.

(i) Each

Party authorises the retiring Agent or the Majority Lenders to execute on its behalf any

document necessary to effect the replacement of the Agent by a successor Agent under this

Clause.

25.12 Confidentiality

(a) In

acting as agent for the Lenders, the Agent shall be regarded as acting through its agency

division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If

information is received by another division or department of the Agent, it may be treated

as confidential to that division or department and the Agent shall not be deemed to have

notice of it.

115

any other provision of any Finance Document to the contrary, the Agent is not obliged to

disclose to any other person (i) any confidential information or (ii) any other information

if the disclosure would, or might in its reasonable opinion, constitute a breach of any law

or regulation or a breach of a fiduciary duty.

25.13 Relationship

with the Lenders

(a) Subject

to Clause 22.11 (Pro rata interest settlement), the Agent may treat the person shown

in its records as Lender at the opening of business (in the place of the Agent’s principal

office as notified to the Finance Parties from time to time) as the Lender acting through

its Facility Office:

(i) entitled

to or liable for any payment due under any Finance Document on that day; and

(ii) entitled

to receive and act upon any notice, request, document or communication or make any decision

or determination under any Finance Document made or delivered on that day,

unless

it has received not less than 5 Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this

Agreement.

(b) Any

Lender may by notice to the Agent appoint a person to receive on its behalf all notices,

communications, information and documents to be made or despatched to that Lender under the

Finance Documents. Such notice shall contain the address and electronic mail address and/or

other information required to enable the sending and receipt of information by that means

(and, in each case, the department or officer, if any, for whose attention communication

is to be made) and to be treated as a notification of a substitute address, electronic mail

address, department and officer by that Lender for the purposes of Clause 31.2 (Addresses)

and the Agent shall be entitled to treat such person as the person entitled to receive all

such notices, communications, information and documents as though that person were that Lender.

Agent may rely on or receive instructions from any attorney acting on behalf of a Lender,

or any person acting on behalf of a Lender whose title or acting title includes the word

Manager, Head, Executive, Director or President or cognate expressions, or any secretary

or director of a Lender.

25.14 Credit

appraisal by the Lenders

Without

affecting the liability or responsibility of any Obligor for information supplied by it or on its behalf under or in connection with

any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its

own independent appraisal and investigation of all risks arising under or in connection with any Finance Document and the transactions

contemplated by it including:

(a) the

financial condition, status and nature of each Obligor;

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(b) the

legality, validity, priority, effectiveness, adequacy or enforceability of any Finance Document

and any other agreement, arrangement or document;

that Lender has recourse, and the nature and extent of that recourse, against any Party or

any of its respective assets under or in connection with any Finance Document, the transactions

contemplated by the Finance Documents or any other agreement, arrangement or document; and

(d) the

adequacy, accuracy or completeness of any information provided by the Agent, any Party or

by any other person under or in connection with any Finance Document, the transactions contemplated

by any Finance Documents or any other agreement, arrangement or document.

25.15 Deduction

from amounts payable by the Agent

any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount

not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents

and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall

be regarded as having received any amount so deducted.

25.16 Reliance

and engagement letters

Each

Finance Party confirms that the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters

or reports already accepted by the Agent) the terms of any reliance letter or engagement letters relating to the Reports or any reports

or letters provided by accountants or other professional advisors in connection with the Finance Documents or the transactions contemplated

in the Finance Documents and to bind it in respect of those Reports, reports or letters and to sign such letters on its behalf and further

confirms that it accepts the terms and qualifications set out in such letters.

25.17 Agent

Management Time

the extent provided for in the relevant Fee Letter, any amount payable to the Agent under Clause 13.3 (Indemnity to the Agent),

Clause 15 (Costs and expenses) and Clause 25.10 (Lenders’ indemnity to the Agent) shall include the cost of utilising

the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as

the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 10 (Fees).

26. Conduct

of Business by the Finance Parties

provision of this Agreement will:

(a) interfere

with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever

manner it thinks fit;

(b) oblige

any Finance Party to investigate or claim any credit, relief, remission or repayment available

to it or the extent, order and manner of any claim; or

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any Finance Party to disclose any information relating to its affairs (tax or otherwise)

or any computations in respect of Tax.

27. Sharing

among the Finance Parties

27.1 Payments

to Finance Parties

(a) If

a Finance Party (a “Recovering Finance Party”) receives or recovers (including

by combination of accounts or set-off) any amount from an Obligor other than in accordance

with Clause 29 (Payment Mechanics) and applies that amount to a payment due under

the Finance Documents (other than a Hedge Agreement) then:

(i) the

Recovering Finance Party shall, within 3 Business Days, notify details of the receipt or

recovery, to the Agent;

(ii) the

Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering

Finance Party would have been paid had the receipt or recovery been received or made by the

Agent and distributed in accordance with Clause 29 (Payment Mechanics), without taking

account of any Tax which would be imposed on the Agent in relation to the receipt, recovery

or distribution; and

(iii) the

Recovering Finance Party shall, within 3 Business Days of demand by the Agent, pay to the

Agent an amount (the “Sharing Payment”) equal to such receipt or recovery

less any amount which the Agent determines may be retained by the Recovering Finance Party

as its share of any payment to be made, in accordance with Clause 29.7 (Partial payments).

27.2 Redistribution

of payments

The

Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other

than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 29.7 (Partial payments)

towards the obligations of that Obligor to the Sharing Finance Parties.

27.3 Recovering

Finance Party’s rights

(a) Unless

Clause 27.3(b) applies:

(i) the

receipt or recovery referred to in Clause 27.1 (Payments to Finance Parties) will

be taken to have been a payment for the account of the Agent and not to the

Recovering Finance Party for its own account, and the liability of the relevant Obligor to the Recovering Finance Party will only be

reduced to the extent of any distribution retained by the Recovering Finance Party under Clause 27.1(a)(iii) (Payments to Finance

Parties); and

(ii) (without

limiting Clause 27.1(a)(i) (Payments to Finance Parties)) the relevant Obligor shall

indemnify the Recovering Finance Party against a payment under Clause 27.1(a)(iii) (Payments

to Finance Parties) to the extent that (despite Clause 27.3(a)(i)) its liability has

been discharged by the recovery or payment.

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(b) Where:

(i) the

amount referred to in Clause 27.1 (Payments to Finance Parties) was received or recovered

by the Recovering Finance Party otherwise than by payment (for example, by set-off); and

(ii) the

relevant Obligor, or the person from whom the receipt or recovery is made, is insolvent at

the time of the receipt or recovery, or at the time of the payment to the Agent, or becomes

insolvent as a result of the receipt or recovery,

then

the following will apply so that the Finance Parties have the same rights and obligations as if the money had been paid by the relevant

Obligor to the Agent for the account of the Finance Parties and distributed accordingly:

(iii) each

other Finance Party will assign to the Recovering Finance Party an amount of the debt owed

by the relevant Obligor to that Finance Party under the Finance Documents equal to the amount

received by that Finance Party under Clause 27.2 (Redistribution of payments);

(iv) the

Recovering Finance Party will be entitled to all rights (including interest and voting rights)

under the Finance Documents in respect of the debt so assigned; and

(v) that

assignment will take effect automatically on payment of the Sharing Payment by the Agent

to the other Finance Party.

27.4 Reversal

of redistribution

any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering

Finance Party, then:

(a) each

Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account

of that Recovering Finance Party an amount equal to the appropriate part of its share of

the Sharing Payment (together with an amount as is necessary to reimburse that Recovering

Finance Party for its proportion of any interest on the Sharing Payment which that Recovering

Finance Party is required to pay) (the “Redistributed Amount”);

(b) as

between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to

the relevant Redistributed Amount will be treated as not having been paid by that Obligor

and the relevant Obligor shall indemnify the Sharing Finance Party against a payment under

sub-paragraph (a) to the extent that the relevant Obligor’s liability has been discharged

by the recovery or payment; and

the extent necessary, any debt assigned under Clause 27.3 (Recovering Finance Party’s

rights) will be reassigned.

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27.5 Exceptions

(a) This

Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after

making any payment pursuant to this Clause 27, have a valid and enforceable claim (or right

of proof in an external administration) against the relevant Obligor.

(b) A

Recovering Finance Party is not obliged to share with any other Finance Party any amount

which the Recovering Finance Party has received or recovered as a result of taking legal

or arbitration proceedings permitted under the Finance Documents, if:

(i) it

notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that

other Finance Party had an opportunity to participate in those legal or arbitration proceedings

but did not do so as soon as reasonably practicable after having received notice and did

not take separate legal or arbitration proceedings.

27.6 Shortfall

equalisation

(a) If

following the realisation of any amount paid to or recovered by the Security Trustee under

the Secured Finance Documents (as defined in the Security Trust Deed) and its application

in accordance with Clause 9.2 (After the Enforcement Date) of the Security Trust Deed

a Lender does not recover its Secured Money (as defined in the Security Trust Deed) in full

(“Shortfall”) and the Shortfall of the Lender as a proportion of the aggregate

of the Shortfall of all Lenders (“Lender’s Shortfall Proportion”)

is greater than the Total Commitments of that Lender as a proportion of the Total Commitments

of all Lenders (“Lender’s Total Commitments Proportion”) then each

Lender will pay to each other Lender such amount determined and notified by the Agent so

that in the case of each Lender, that Lender’s Shortfall Proportion after taking into

account the payment of such amount under this Clause is equal to that Lender’s Total

Commitments Proportion.

(b) Clause

27.6(a) only takes effect to the extent it does not operate to prejudice any Obligor in any

way whatsoever.

28. Public

Offer

28.1 Representations,

warranties and undertakings

The

Original Borrowers represents and warrants that prior to the date of this Agreement, invitations to become a “Lender” under

this Agreement have been made to at least 10 parties by or on behalf of the Original Borrowers, each of whom, as at the date the relevant

invitation was made:

(a) was

carrying on the business of providing finance, or investing or dealing in securities, in

the course of operating in financial markets for the purposes of Section 128F(3A)(a)(i) of

the Tax Act; and

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(b) was

not known or suspected by the Original Borrowers to be an Associate of any of the other invitees

or known or suspected by the Original Borrowers to be an Offshore Associate of an Original

Borrower.

28.2 Lenders’

representations and warranties

Each

Lender which became a Lender under this Agreement as a result of accepting an invitation referred to in Clause 28.1 (Representations,

warranties and undertakings) represents and warrants to the Original Borrowers that:

(a) at

the time it received the invitation, it was carrying on the business of providing finance,

or investing or dealing in securities, in the course of operating in financial markets; and

(b) its

employees or officers involved in its participation under this Agreement on a day-to-day

basis do not know or suspect that it is an Offshore Associate of any Original Borrower.

28.3 Information

Each

Lender will do anything reasonably required or provide to the Company when reasonably requested by the Company any factual information

in its possession or which it is reasonably able to provide to assist the Company or a Borrower to demonstrate (based upon tax advice

received by the Company) that:

(a) the

“public offer” test under Section 128F of the Tax Act has been satisfied in relation

to this Agreement; and

(b) payments

of interest under the Facilities are exempt from Australian Withholding Tax under that section

of the Tax Act,

where

to do so will not in the Lender’s reasonable opinion breach any law or regulation or any duty of confidence. The Company will reimburse

the Lenders for any reasonable Costs incurred in complying with this Clause.

28.4 Co-operation

if Section 128F requirements not satisfied

If,

for any reason, the requirements of Section 128F of the Tax Act have not been satisfied in relation to interest payable on Loans (except

to an Offshore Associate of a Borrower), then on request by the Agent or a Borrower, each Party shall co-operate and take steps reasonably

requested with a view to satisfying those requirements:

(a) where

the Lenders breached Clause 28.2 (Lenders’ representations and warranties),

at the cost of that party; or

(b) in

all other cases, at the cost of the Borrowers.

28.5 Acknowledgements

The

parties acknowledge and agree that:

(a) the

Agreement is a syndicated loan facility for the purposes of Section 128F of the Tax Act;

(b) each

Lender lends severally and not jointly; and

amount to which the Borrowers will have access at the first Utilisation is at least the Australian

dollar equivalent of A$100 million.

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SECTION

ADMINISTRATION

29. Payment

Mechanics

29.1 Payments

to the Agent

(a) On

each date on which an Obligor or a Lender is required to make a payment under a Finance Document,

excluding a payment under the terms of a Hedge Agreement, that Obligor or Lender shall make

the same available to the Agent (unless a contrary indication appears in a Finance Document)

for value on the due date and in such funds (including immediately available funds or same

day funds) specified by the Agent as being customary at the time for settlement of transactions

in the relevant currency in the place of payment.

(b) Unless

a contrary indication appears in a Finance Document, payment shall be made to such account

in the city of the Agent with such bank as the Agent specifies.

a contrary indication appears in a Finance Document payment by an Obligor to the Agent (or

as the Agent directs) for the account of a Finance Party satisfies the Obligor’s obligations

to make that payment.

29.2 Distributions

by the Agent

Each

payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to an Obligor)

and Clause 29.4 (Clawback and pre-funding), be made available by the Agent as soon as practicable after receipt to the Party entitled

to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account

as that Party may notify to the Agent by not less than 5 Business Days’ notice with in the case of US dollars, a bank specified

by that Party in Australia.

29.3 Distributions

to an Obligor

The

Agent may (with the consent of the Obligor or in accordance with Clause 30 (Set-off)) apply any amount received by it for

that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the

Finance Documents or in or towards purchase of any amount of any currency to be so applied.

29.4 Clawback

and pre-funding

(a) Where

a sum is to be paid by a Party (the “Payer”) to the Agent under the Finance

Documents for another Party, the Agent is not obliged to pay that sum to that other Party

(or to enter into or perform any related exchange contract) until it has been able to establish

to its satisfaction that it has actually received that sum.

(b) If

the Agent pays an amount to another Party:

(i) which

it is to receive from another Party and it proves to be the case that the Agent had not actually

received that amount, and paragraph (c) below does not apply; or

(ii) otherwise

erroneously or mistakenly, and notifies the Party of that fact within 2 Business Days of

the date of payment,

then

the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same

to the Agent together with interest on that amount from the date of payment (in the case of sub-paragraph (b)(i)) or from the date of

notification (in the case of sub-paragraph (b)(ii)) to the date of receipt by the Agent, calculated by the Agent to reflect its cost

of funds.

the Agent has notified the Lenders that it is willing to make available amounts for the

account

of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that

it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the

Agent shall notify the Company of that Lender’s identity and the Borrower to whom that

sum was made available shall on demand refund it to the Agent; and

(ii) the

Lender by whom those funds should have been made available or, if that Lender fails to do

so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the

amount (as certified by the Agent) which will indemnify the Agent against any funding cost

incurred by it as a result of paying out that sum before receiving those funds from that

Lender.

(d) If

the Agent makes a payment under paragraph (b)(i) or (c), the Payer will still remain liable

to make the assumed payment, but until the other Party does repay the Agent under paragraph

(b)(i) or (c), the Payer’s liability will be to the Agent in the Agent’s own

right.

(e) If

the Agent makes a payment under sub-paragraph (b)(ii) to a Party (the “Recipient”)

which is, or is taken to be, in respect of the liability of any other Party under the Finance

Documents, that other Party will still remain liable as if that payment had not been made,

but until the Recipient does repay the Agent under paragraph (b), the other Party’s

liability will be to the Agent in the Agent’s own right.

(f) Payment

by the Agent of an amount to a Party is not a representation that the amount is then payable

to that Party.

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29.5 Settlement

conditional

If:

(a) any

Finance Party has at any time released or discharged:

(i) an

Obligor from its obligations under any Finance Document; or

(ii) any

assets of an Obligor from a Security,

either case in reliance on a payment, receipt or other transaction to or in favour of any Finance Party; or

(b) any

payment, receipt or other transaction to or in favour of any Finance Party has the effect

of releasing or discharging:

(i) an

Obligor from its obligations under any Finance Document; or

(ii) any

assets of an Obligor from a Security; and

payment, receipt or other transaction is subsequently claimed by any person to be void, voidable

or capable of being set aside for any reason (including under any law relating to insolvency,

sequestration, liquidation, winding up or bankruptcy and any provision of any agreement,

arrangement or scheme, formal or informal, relating to the administration of any of the assets

of any person); and

(d) that

claim is upheld or is conceded or compromised by a Finance Party,

then:

(i) each

Finance Party will immediately become entitled against that Obligor to all rights (including

under any Finance Document) as it had immediately before that release or discharge;

(ii) that

Obligor must, to the extent permitted by law:

(A) immediately

do all things and execute all documents as any Finance Party may, acting reasonably, require

to restore to each Finance Party all those rights; and

(B) indemnify

each Finance Party against all costs and losses suffered or incurred by it in or in connection

with any negotiations or proceedings relating to the claim or as a result of the upholding,

concession or compromise of the claim.

This

Clause 29.5 (Settlement conditional) survives any termination or full or partial discharge or release of any Finance Document.

29.6 Agent

a Defaulting Finance Party

(a) If,

at any time, the Agent becomes Defaulting Finance Party, a Party which is required to make

a payment under the Finance Documents to the Agent for the account of other Parties under

Clause 29.1 (Payments to the Agent) may instead on the due date for payment either

pay that amount direct to the required payee or pay that amount to an interest-bearing account

held in the name of the payer and designated as a trust account for the benefit of the payee

or payees with an Acceptable Bank.

(b) All

interest accrued on the trust account will be for the benefit of the beneficiaries of that

trust account pro rata to their respective entitlements.

Party which has made a payment under paragraph (a) shall be discharged of the relevant payment

obligation under the Finance Documents and shall not take any credit risk with respect to

the amounts in the trust account.

(d) Promptly

upon the appointment of a successor Agent under Clause 25.11 (Resignation of the Agent),

each Party which has made a payment to a trust account under paragraph (a) shall give all

requisite instructions to the bank to transfer the amount (together with any accrued interest)

to the successor Agent for distribution under Clause 29.2 (Distributions by the Agent).

29.7 Partial

payments

(a) If

the Agent receives a payment that is insufficient to discharge all the amounts then due and

payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards

the obligations of that Obligor under the Finance Documents in the following order:

(i) first,

in or towards pro rata payment of any unpaid fees and Costs, losses or liabilities of the

Security Trustee or the Agent under the Finance Documents;

(ii) secondly,

in or towards payment pro rata of any unpaid fees and Costs of the Original Lenders under

the Finance Documents;

(iii) thirdly,

in or towards payment pro rata of any accrued interest, fees or commission due but unpaid

in respect of Facility A under the Finance Documents;

123

(iv) fourthly,

in or towards payment pro rata of any principal due but unpaid under the Finance Documents;

(v) fifthly,

in or towards payment pro rata of any accrued interest, Make Whole Amount, fees or commission

due but unpaid in respect of Facility B under the Finance Documents;

(vi) sixthly,

in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) Clause

29.7(a) will override any appropriation made by an Obligor.

29.8 No

set-off by Obligors

All

payments to be made by an Obligor under the Finance Documents (other than the Hedge Agreements) shall be calculated and be made without

(and free and clear of any deduction for) set-off or counterclaim.

29.9 Business

Days

(a) Any

payment under the Finance Documents which is due to be made on a day that is not a Business

Day shall be made on the next Business Day in the same calendar month (if there is one) or

the preceding Business Day (if there is not).

(b) During

any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement

interest is payable on the principal or any Unpaid Sum at the rate payable on the original

due date.

29.10 Currency

of account

(a) Subject

to Clauses 29.10(b) to 29.10(d) below, US dollars is the currency of account and payment

for any sum due from an Obligor under any Finance Document.

(b) A

repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be

made in the currency in which that Utilisation or Unpaid Sum is denominated, pursuant to

this Agreement, on its due date.

payment of interest shall be made in the currency in which the sum in respect of which the

interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(d) Each

payment in respect of Costs or Taxes shall be made in the currency in which the Costs or

Taxes are incurred.

29.11 Change

of currency

(a) Unless

otherwise prohibited by law, if more than one currency or currency unit are at the same time

recognised by the central bank of any country as the lawful currency of that country, then:

(i) any

reference in the Finance Documents to, and any obligations arising under the Finance Documents

in, the currency of that country shall be translated into, or paid in, the currency or currency

unit of that country designated by the Agent (after consultation with the Company); and

(ii) any

translation from one currency or currency unit to another shall be at the official rate of

exchange recognised by the central bank for the conversion of that currency or currency unit

into the other, rounded up or down by the Agent (acting reasonably).

(b) If

a change in any currency of a country occurs, this Agreement will, to the extent the Agent

(acting reasonably and after consultation with the Borrower) specifies to be necessary, be

amended to comply with any generally accepted conventions and market practice in the Relevant

Market and otherwise to reflect the change in currency.

29.12 “Know

your customer”

Each

Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably

requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know

your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the

Finance Documents.

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30. Set-off

an Event of Default is continuing, a Finance Party may, but need not, set off any matured obligation due from an Obligor under the Finance

Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that

Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies,

the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

31. Notices

31.1 Communications

in writing

Any

communication or document to be made or delivered under or in connection with the Finance Documents:

(a) must

be in writing;

(b) in

the case of:

(i) a

notice by an Obligor; or

(ii) a

specification of a bank or account by the Agent under Clause 29.1(b) (Payments to the

Agent) or a Lender under Clause 29.2 (Distributions by the Agent),

must

be signed by an Authorised Signatory of the sender (directly or with an electronic signature), subject to, Clause 31.6 (Communication

through secure website) and Clause 31.7 (Reliance), and

otherwise stated, may be made or delivered by fax, by letter, by email or as specified in

Clause 31.6 (Communication through secure website).

31.2 Addresses

The

address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party

for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in

the case of the Borrowers and Holdcos, that identified with its name below;

(b) in

the case of each Lender , that specified in Schedule 10 (Lender Notice Details) or

notified in writing to the Agent on or prior to Financial Close; and

the case of the Agent and the Security Trustee, that identified with its name below,

any substitute address, email address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other

Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

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Address

for service of communications:

Borrowers

/ Holdcos

Address:

Level

1, 32 Walker St, North Sydney, NSW, Australia 2060

address:

[***]

Attention:

Chief

Financial Officer and Chief Legal Officer

Agent:

Address:

[***]

address:

[***]

Attention:

[***]

Security

Trustee:

Address:

[***]

address:

[***]

Attention:

[***]

31.3 Delivery

(a) Any

communication or document to be made or delivered by one Party to another under or in connection

with the Finance Documents will be taken to be effective or delivered:

(i) if

by way of letter or any physical communication, when it has been left at the relevant address

or five Business Days after being deposited in the post postage prepaid in an envelope addressed

to it at that address; or

(ii) if

by way of email, at the time recorded on the device at the place of receipt:

(A) by

5:00 pm on a Business Day – on that Business Day; or

(B) after

5:00 pm on a Business Day, or on a day that is not a Business Day – on the next Business

Day, unless the sender received an automated message that the notice, consent or other communication

had not been delivered within 4 hours after the time that the notice, consent or other communication

was transmitted (as recorded on the device from which the sender sent the notice, consent

or other communication);

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(iii) the

email is in an appropriate and commonly used format, and any attached file is a pdf or other

appropriate and commonly used format, but if the recipient of the email notifies the sender

that it is unable to read the format of an attached file or that an attached file is corrupted,

specifying appropriate and commonly used formats that it is able to read, the sender must

promptly send to the recipient the file in one of those formats or send the attachment in

some other manner and the relevant attached files will be taken not to have been received

until the sender complies with this subparagraph;

(iv) if

it complies with Clause 31.6 (Communication through secure website),

and,

in the case of a communication, if a particular department or officer is specified as part of its address details provided under Clause

31.2 (Addresses), if addressed to that department or officer.

(b) All

communication to or from an Obligor must be sent through the Agent.

communication or document made or delivered to the Company in accordance with this Clause

31 will be deemed to have been made or delivered to each of the Obligors.

(d) A

communication by email or under Clause 31.6 (Communication through secure website)

after business hours in the city of the recipient will be taken not to have been received

until the next opening of business in the city of the recipient.

(e) An

email which is a covering email for a notice signed by the Obligor’s Authorised Signatory

does not itself need to be signed by an Authorised Signatory.

(f) Email

and other electronic notices from the Agent generated by Loan IQ or other system software

do not need to be signed.

31.4 Notification

of address and email address

Promptly

upon receipt of notification of an address and email address or change of address or email address of an Obligor under Clause 31.2 (Addresses)

or upon changing its own address or email address, the Agent shall notify the other Parties.

31.5 Communication

when Agent is a Defaulting Finance Party

and so long as the Agent is a Defaulting Finance Party, the Parties may, instead of communicating with each other through the Agent,

communicate with each other directly and all the provisions of the Finance Documents which require communications to be made or notices

to be given to or by the Agent are varied so that communications may be made and notices given to or by the relevant Parties directly.

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31.6 Communication

through secure website

(a) The

Agent may establish a secure website to which access is restricted to the Agent and the Lenders

or the Obligors or both (and, where applicable, their respective financial and legal advisers).

(b) After

the Agent notifies the Lenders or the Company on behalf of the Obligors or both (as the case

may be) of the establishment of the secure website, then any communication or document given

or delivered by or to the Agent to or by Lenders or Obligors (as the case may be),

(i) may

be given by means of the secure website in the manner specified by the Agent (or in the absence

of such specification, as specified by the operator of the website); and

(ii) unless

otherwise agreed will be taken to be made or delivered upon satisfaction of the following:

(A) a

communication or document being posted on that secure website;

(B) either:

(1) receipt

by the Agent of an email from the relevant website confirming that the website has sent an

email to the relevant Party’s email addresses nominated under paragraph (d) notifying

that a communication or document has been uploaded on the website; or

(2) the

website containing or providing confirmation that the communication or document has been

opened by the intended recipient; and

with any other requirements specified by the Agent under paragraph (c).

notice to the Lenders or the Company on behalf of the Obligors or both (as the case may be)

the Agent (acting reasonably) may from time to time specify and amend rules concerning the

operation of the secure website in the manner in which communications or documents may be

posted, and will be taken to have been made or delivered. Those rules will bind the recipients

of the notice and the Agent.

(d) When

it establishes the secure website, the Agent shall nominate to the website for each Party

the email address given to it by the Party under this Clause 31. Subsequently, the nominated

email address for each Party for that website will be the address nominated by that Party

to the secure website or by the Agent (who will notify the Party accordingly). It is the

responsibility of each Party to ensure that the email address nominated for it is up-to-date.

The Agent is under no obligation to notify the secure website of any change in email address

notified to it.

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(e) The

Company consents to the inclusion in the secure website of its company logo.

(f) Each

of the other Parties agrees that the Agent is not liable for any liability, loss, damage,

costs or expenses incurred or suffered by them as a result of their access or use of the

secure website or inability to access or use the secure website except to the extent caused

by its fraud, gross negligence or wilful misconduct.

31.7 Reliance

(a) Any

communication or document sent under this Clause 31 can be relied on by the recipient if

the recipient reasonably believes it to be genuine and (if such a signature is required under

Clause 31.1(b) (Communications in writing)) it bears what appears to be the signature

(original or electronic or email) of an Authorised Signatory of the sender (without the need

for further enquiry or confirmation).

(b) Each

Party must take reasonable care to ensure that no forged, false or unauthorised notices are

sent to another Party.

31.8 English

language

(a) Any

notice or other communication given under or in connection with any Finance Document must

be in English.

(b) All

other documents provided under or in connection with any Finance Document must be:

(i) in

English; or

(ii) if

not in English, and if so required by the Agent, accompanied by a certified English translation

and, in this case, the English translation will prevail unless the document is a constitutional,

statutory or other official document.

32. Calculations

and Certificates

32.1 Accounts

any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained

by a Finance Party are prima facie evidence of the matters to which they relate.

32.2 Certificates

and Determinations

Any

certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,

conclusive evidence of the matters to which it relates.

32.3 Day

count convention

Any

interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual

number of days elapsed and a year of 360 days or in any case where the practice in the Relevant Market differs, in accordance with that

market practice.

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33. Partial

Invalidity

If,

at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any

jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability

of such provision under the law of any other jurisdiction will in any way be affected or impaired.

34. Remedies

and Waivers

failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall

operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm

any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any

right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided

in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

35. Amendments

and Waivers

35.1 Required

consents

(a) Subject

to Clause 35.2 (Exceptions) and Clause 35.3 (Other exceptions), any term of

the Finance Documents (other than a Transaction Security Document, a Hedge Agreement may

be amended or waived only in writing with the consent of the Majority Lenders, the Obligors

and any such amendment or waiver will be binding on all Parties.

(b) The

Agent (or, if applicable, the Security Trustee) may effect, on behalf of any Finance Party

any amendment, waiver, consent or release permitted by this Clause 35 (including by signing

any documents in connection with the amendment, consent, release or waiver) or in accordance

with any other term of this Agreement or any other Finance Documents shall, in each case,

be binding on all Parties.

Company may effect, on behalf of any Obligor or Holdco, any amendment or waiver permitted

by this Clause 35 (including by signing any documents in connection with the amendment or

waiver). Each Obligor and Holdco irrevocably and unconditionally authorises the Company to

do so.

(d) Each

Finance Party irrevocably and unconditionally authorises and instructs the Agent (or, if

applicable, the Security Trustee and, in each case, without any further consent, sanction,

authority or further confirmation from them) to execute any documentation relating to a proposed

amendment or waiver as soon as the requisite Lender consent is received in accordance with

this Clause 35 (or on such later date as may be agreed by the Agent (or, if applicable, the

Security Trustee) and the Company), provided that if the requisite Lender consent has not

been received but, following any action which an Obligor is entitled to take or require any

Finance Party to take under Clauses 22.8 (Lender substitution), the requisite Lender

consent would have been received, each Finance Party irrevocably and unconditionally authorises

and instructs the Agent (or, if applicable, the Security Trustee) to execute any documentation

relating to a proposed amendment or waiver, so long as such amendment or waiver is conditional

upon, and takes effect only on and from, completion of that action.

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(e) The

Finance Parties shall enter into any documentation necessary to implement an amendment or

waiver once that amendment or waiver has been approved by the requisite number of Lenders

determined in accordance with this Clause 35 (or on such later date as may be agreed by the

Agent (or, if applicable, the Security Trustee) and Company).

(f) Clause

22.11(c) (Pro rata interest settlement) shall apply to this Clause 35.

35.2 Exceptions

(a) (Facility

A and Facility B) An amendment or waiver of any term of any Finance Document relating

specifically to Facility A or Facility B shall not require the consent of any Lender (other

than each Lender under that Facility) provided that:

(i) the

amendment or waiver is made with the consent of each Facility A or Facility B Lender, as

applicable; and

(ii) the

proposed amendment or waiver does not materially and adversely affect the rights or interests

of any Lender under the Facility which is not the subject of the amendment or waiver.

This

may include an amendment or waiver that has the effect of changing or which relates to the following aspects of Facility A or

Facility B as applicable: the identity of a Facility A Lender or Facility B Lender as applicable, payment mechanics; Utilisation

Requests; Facility A Commitment or Facility B Commitment, as applicable (but not including an increase the Total Facility A

Commitment or Total Facility B Commitment, as applicable); administration; Utilisations; pricing (but not an increase in the

Interest Rate or fees); Interest Period; currencies, availability and the introduction of new products or sub facilities to the

extent those products do not amend any other provisions of this Agreement other than in the manner contemplated in this paragraph

(provided that the Maturity Date of Facility A or Facility B may not be brought forward).

(b) (Other

Facility Changes) An amendment or waiver of any term of any Finance Document that has

the effect of changing or which relates to (each a “Facility Change”):

(i) re-tranching

of any or all of the Facilities, or the introduction of an additional tranche or facility

into the Finance Documents, in each case, ranking pari passu with, or subordinated to, the

Facilities;

(ii) a

reduction in the Interest Rate or a reduction in the amount, or a change in the currency,

of any payment of principal, interest, Make Whole Amount, fees or commission or other amount

payable to a Lender under a Finance Document;

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(iii) any

increase in or addition of, or redenomination into another currency of, any Commitment, any

extension of any Availability Period or any requirement that a cancellation of Commitments

reduces the Commitments of the Lenders rateably under the relevant Facility;

(iv) any

extension to the date of payment of any amount under the Finance Documents to a Lender;

(v) any

changes to the Finance Documents (excluding changes relating to, the taking of, or the release

coupled with the retaking of security) consequential on or required by reason of applicable

law effectively to implement any of the above,

shall

not be effective without the consent of:

(vi) each

Lender that is assuming a Commitment or an increased Commitment in the relevant tranche or

Facility or whose Commitment is being extended or redenominated, or to whom any amount is

owing which is being reduced, deferred or redenominated (as the case may be) (where used

in this Clause 35.2(b) (Other Facility Changes) (the “Affected Lender”);

and

(vii) the

Majority Lenders (for the avoidance of doubt, the Affected Lenders shall be counted),

and

shall not otherwise require the consent of any other Lender except where the amendment or waiver is of a type to which Clause 35.2(c)

(Exceptions - unanimous) applies.

Subject to the preceding paragraphs and to Clause 35.2 (Exceptions), an amendment

or waiver that has the effect of changing or which relates to:

(i) the

definition of Majority Lenders;

(ii) a

waiver of any of the conditions precedent to the first Utilisation under Clause 4.1 (Initial

conditions precedent),

(iii) Clauses

2.2 (Finance Parties’ rights and obligations), 21.3 (Consequences of a Review

Event), 27 (Sharing among the Finance Parties), 29.7 (Partial payments),

this Clause 35, Clause 43 (Governing law) or Clause 44 (Enforcement);

(iv) the

release of an Obligor other than in accordance with the Finance Documents; or

(v) as

required to implement an amendment or waiver of the type outlined in Clause 35.2(a) (Exceptions

- Facility A and Facility B) or 35.2(b) (Other Facility Changes);

(vi) any

provision which expressly requires the consent of all the Lenders;

132

(vii) imposing

more restrictions on the rights of, or more onerous obligations on, any Lender to assign

or transfer their rights or obligations under the Finance Documents;

(viii) any

changes to the nature or scope of Transaction Security or the release of Transaction Security

(other than in the case of Permitted Disposal in which case no approval is required or as

required to implement an amendment or waiver of the type outlined in Clauses 35.2(a) (Exceptions

- Facility A and Facility B) or 35.2(b) (Exceptions - Other Facility Changes));

(ix) the

sharing of recoveries and security proceeds (other than changes consequential on or required

to implement an amendment or waiver of the type outlined in Clause 35.2(a) (Exceptions

- Facility A and Facility B) or 35.2(b) (Other Facility Changes)),

shall

not be made without the prior consent of all the Lenders, other than paragraph (vii) above which will only require the consent of the

relevant Lender(s) to which the restrictions or more onerous obligations apply.

any other provision, an amendment or waiver which relates to the rights or obligations of

the Agent may not be effected without the consent of the Agent, at such time.

(d) Despite

any other provisions but subject to the Security Trust Deed, no amendment or waiver of a

term of any Hedge Agreement (as defined in the Security Trust Deed) requires the consent

of any Finance Party other than the relevant Hedge Counterparty.

(e) Despite

any other provision in this Clause 35 (Amendments and Waivers), any term of the Finance

Documents (other than the Security Trust Deed or a Hedge Agreement(as defined in the Security

Trust Deed)) may be amended or waived by the Company (as Obligors’ Agent) and the Agent

or Security Trustee (as applicable) without the consent of any other Party (including any

Lender or class of Lenders) if that amendment or waiver is to cure defects, resolve ambiguities

or reflect changes of a minor, technical or administrative nature.

35.3 Other

exceptions

amendment or waiver which relates to the rights or obligations of the Agent, the Security Trustee or a Hedge Counterparty may not be

effected without the consent of the Agent, the Security Trustee) or that Hedge Counterparty, as the case may be.

36. Instructions

and Decisions

36.1 Abstentions

determining whether the Majority Lenders, have given instructions or a consent, approval, waiver, amendment or other decision, a Lender

will be deemed to have Commitments or a participation of zero if it has so elected by notice to the Agent.

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36.2 Transferees

bound

consent, approval, waiver, amendment or other decision by a Lender or any instruction to the Agent by a Lender binds that Lender’s

assigns and successors.

36.3 Failure

to respond

the Borrower elects to apply this Clause 36.3 in any request for consent, approval, waiver, amendment or other decision in relation

to any Finance Document, it must specify this in the request and the following shall apply: If any Lender fails to respond to a

request for instructions, consent, approval, waiver, amendment or other decision in relation to any Finance Document within any

reasonable period specified by the Agent (or if no reasonable period is specified, within 20 Business Days (or any other longer

period requested by the Company) after that date that the Lender has been provided with all information necessary to make the

relevant decision), that Lender, its Commitment and its participation shall not be included for the purpose of calculating the Total

Commitments or participations under the relevant Facilities when ascertaining whether all Lenders or Lenders with any relevant

percentage of Total Commitments and/or participations have responded to that request.

36.4 Disenfranchisement

of Defaulting Finance Parties

(a) For

so long as a Defaulting Finance Party has any Available Commitment, in ascertaining:

(i) the

Majority Lenders; or

(ii) whether

any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments

or the Commitments of any specified group of Lenders or the agreement of all Lenders or all

of any specified group of Lenders

has

been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting

Finance Party’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the

relevant Facility/ies and, to the extent that that reduction results in that Defaulting Finance Party’s Total Commitments being

zero, that Defaulting Finance Party shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

(b) For

the purposes of this Clause 36.4, the Agent may assume that the following Lenders are Defaulting

Finance Parties:

(i) any

Lender which has notified the Agent that it has become a Defaulting Finance Party;

(ii) any

Lender in relation to which it is aware that any of the events or circumstances referred

to in sub-paragraphs (a), (b), (c) or (d) of the definition of “Defaulting Finance

Party” has occurred,

unless

it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent)

or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Finance Party.

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37. Confidentiality

37.1 Confidential

Information

Each

Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted

by Clause 37.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security

measures and a degree of care that would apply to its own confidential information. To the extent Confidential Information comprises

personal information of any officer, director or employee of an Obligor, each Finance Party agrees to hold that personal information

in accordance with the Australian Privacy Principles set out in the Privacy Act 1988 (Cth).

37.2 Disclosure

of Confidential Information

Any

Finance Party may disclose:

(a) to

any of its Affiliates (including its head office and branches of its head office) and Related

Funds and any of its or their officers, directors, employees (including contract

employees),

professional advisers (including financial, accounting, industry and legal advisers), service providers (including third party service

providers), auditors, credit insurers, partners, and Representatives such Confidential Information as that Finance Party shall consider

appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing (or

where not practical, by email) of its confidential nature and that some or all of such Confidential Information may be price-sensitive

information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain

the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to

any person:

(i) to

(or through) whom it assigns or transfers (or may potentially assign or transfer) all or

any of its rights and/or obligations under one or more Finance Documents or which succeeds

(or which may potentially succeed) it as Agent and, in each case, to any of that person’s

Affiliates, Related Funds, Representatives and professional advisers;

(ii) with

(or through) whom it enters into (or may potentially enter into), whether directly or indirectly,

any sub-participation in relation to, or any other transaction under which payments are to

be made or may be made by reference to, one or more Finance Documents and/or one or more

Obligors and to any of that person’s Affiliates, Related Funds, Representatives and

professional advisers;

(iii) appointed

by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive

communications, notices, information or documents delivered pursuant to the Finance Documents

on its behalf (including, without limitation, any person appointed under paragraph (c) of

Clause 25.13 (Relationship with the Lenders));

135

(iv) being

any existing or prospective funding sources for that Finance Party (which may include the

limited partners or clients of the participating funds) or a person who invests in or otherwise

finances (or may potentially invest in or otherwise finance), directly or indirectly, any

transaction referred to in subparagraph (b)(i) or (b)(ii) above;

(v) to

whom information is required or requested to be disclosed by any court or tribunal of competent

jurisdiction or any governmental, banking, taxation or other regulatory authority or similar

body, the rules of any relevant stock exchange or pursuant to any applicable law, rule or

regulation (except this paragraph does not permit the disclosure of any information under

section 275(4) of the PPSA unless section 275(7) of the PPSA applies);

(vi) to

whom information is required to be disclosed in connection with, and for the purposes of,

any litigation, arbitration, administrative or other investigations, proceedings or disputes

(except this paragraph does not permit the disclosure of any information under section 275(4)

of the PPSA unless section 275(7) of the PPSA applies);

(vii) to

whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security

(or may do so) pursuant to Clause 22.9 (Security over Lenders’ rights);

(viii) who

is a Party;

(ix) with

the consent of the Company;

each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in

relation to paragraphs (b)(i) or (b)(ii) and (b)(iii) above, the person to whom the Confidential

Information is to be given has entered into a Confidentiality Undertaking except that there

shall be no requirement for a Confidentiality Undertaking if the recipient is a professional

adviser and is subject to professional obligations to maintain the confidentiality of the

Confidential Information;

(B) in

relation to paragraph (b)(iv) above, and the person to whom the Confidential Information

is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements

of confidentiality in relation to the Confidential Information they receive and is informed

that some or all of such Confidential Information may be price-sensitive information;

relation to paragraphs (b)(v) and (b)(vii) above, the person to whom the Confidential Information

is to be given is informed of its confidential nature and that some or all of such Confidential

Information may be price-sensitive information except that there shall be no requirement

to so inform if, in the opinion of that Finance Party, it is not practicable so to do in

the circumstances.

Notwithstanding

any other provision of this Agreement, unless an Event of Default is continuing, no Finance Party may disclose any Confidential Information

to a Disqualified Lender.

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37.3 Entire

agreement

This

Clause 37 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance

Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential

Information.

37.4 Inside

information

Each

of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that

the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing

and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

37.5 Notification

of disclosure

Each

of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of

the circumstances of any disclosure of Confidential Information made pursuant to paragraphs

(b)(v) and/or (b)(vi) of Clause 37.2 (Disclosure of Confidential Information) except

where such disclosure is made to any of the persons referred to in that paragraph during

the ordinary course of its supervisory or regulatory function; and

(b) upon

becoming aware that Confidential Information has been disclosed in breach of this Clause

37.

37.6 Continuing

obligations

The

obligations in this Clause 37 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period

of twelve months from the earlier of:

(a) the

date on which all amounts payable by the Obligors under or in connection with this Agreement

have been paid in full and all Commitments have been cancelled or otherwise cease to be available;

and

(b) the

date on which such Finance Party otherwise ceases to be a Finance Party.

38. Bail-in

provisions

38.1 Contractual

recognition of bail-in

Notwithstanding

any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges

and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In

Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any

Bail-In Action in relation to any such liability, including (without limitation):

(i) a

reduction, in full or in part, in the principal amount, or outstanding amount due (including

any accrued but unpaid interest) in respect of any such liability;

137

(ii) a

conversion of all, or part of, any such liability into shares or other instruments of ownership

that may be issued to, or conferred on, it; and

(iii) a

cancellation of any such liability; and

(b) a

variation of any term of any Finance Document to the extent necessary to give effect to any

Bail-In Action in relation to any such liability.

38.2 Acknowledgement

For

the avoidance of doubt, each Party acknowledges that this Clause 38 (Bail-In Provisions) does not extend to any liability of any

Party under this agreement other than a liability which is subject to Bail-In Action by the relevant Resolution Authority.

38.3 Definitions

this Clause 38 the following terms have the meaning given below.

“Bail-In

Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In

Legislation” means:

(a) in

relation to an EEA Member Country which has implemented, or which at any time implements,

Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution

of credit institutions and investment firms, the relevant implementing law or regulation

as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in

relation to the United Kingdom, the UK Bail-In Legislation.

“EEA

Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EU

Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor

person) from time to time.

“Resolution

Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“UK

Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the

United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates

(otherwise than through liquidation, administration or other insolvency proceedings).

138

“Write-down

and Conversion Powers” means:

(a) in

relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from

time to time, the powers described as such in relation to that Bail-In Legislation in the

EU Bail-In Legislation Schedule; and

(b) in

relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel,

transfer or dilute shares issued by a person that is a bank or investment firm or other financial

institution or affiliate of a bank, investment firm or other financial institution, to cancel,

reduce, modify or change the form of a liability of such a person or any contract or instrument

under which that liability arises, to convert all or part of that liability into shares,

securities or obligations of that person or any other person, to provide that any such contract

or instrument is to have effect as if a right had been exercised under it or to suspend any

obligation in respect of that liability or any of the powers under that UK Bail-In Legislation

that are related to or ancillary to any of those powers.

39. Counterparts

Each

Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts

were on a single copy of the Finance Document.

40. Indemnities

and Reimbursement

All

indemnities and reimbursement obligations in each Finance Document are continuing and survive termination of the Finance Documents, repayment

of the Utilisations, surrender or termination of L/Cs and cancellation or expiry of the Commitments.

41. General

41.1 Consents

and waivers

Each

Obligor shall comply with all conditions in any consent or waiver a Finance Party gives under or in connection with a Finance Document.

41.2 No

liability for loss

Finance Party is liable to any Obligor for any loss, liability or Costs caused by the exercise or attempted exercise of, or failure to

exercise, or delay in exercising, a right or remedy under or in connection with a Finance Document unless directly caused by its fraud,

gross negligence or wilful misconduct.

41.3 Supervening

law

Any

present or future law which varies the obligations of an Obligor under or in connection with a Finance Document with the result that

a Finance Party’s rights or remedies are adversely affected (including by way of delay or postponement) is excluded except to the

extent that its exclusion is prohibited or rendered ineffective by law.

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42. Acknowledgements

42.1 No

reliance

Except

as expressly set out in the Finance Documents, none of the Asia Pacific Loan Market Association, the Finance Parties or any of their

advisers have given any representation or warranty or other assurance to any Obligor in relation to the Finance Documents and the transactions

they contemplate, including as to tax or other effects. The Obligors have not relied on any of them or on any conduct (including any

recommendation) by any of them. The Obligors have obtained their own tax and legal advice.

42.2 Acknowledgement

regarding any Supported QFCs

the extent that the Finance Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a

QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), each Party

acknowledges and agrees as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the

Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the

regulations promulgated thereunder, the “US Special Resolution Regimes”) in respect of such Supported QFC and QFC

Credit Support (with the provisions below applicable notwithstanding that the Finance Documents and any Supported QFC may in fact be

stated to be governed by the laws of New South Wales and/or any other jurisdiction:

(a) In

the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)

becomes subject to a proceeding under a US Special Resolution Regime, the transfer of such

Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation

in or under such Supported QFC and such QFC Credit Support, and any rights in property securing

such Supported QFC or such QFC Credit Support) from such Covered Party will be effective

to the same extent as the transfer would be effective under the US Special Resolution Regime

if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights

in property) were governed by the laws of the United States or a state of the United States.

In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to

a proceeding under a US Special Resolution Regime, Default Rights under the Finance Documents

that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised

against such Covered Party are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the US Special Resolution Regime if the Supported QFC and

the Finance Documents were governed by the laws of the United States or a state of the United

States. Without limitation of the foregoing, it is understood and agreed that rights and

remedies of the parties with respect to a Defaulting Finance Party shall in no event affect

the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) For

the purposes of this Clause:

(i) “BHC

Act Affiliate” of a party means an “affiliate” (as such term is defined

under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

(ii) “Covered

Entity” means any of the following:

(A) a

“covered entity” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

(B) a

“covered bank” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

“covered FSI” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 382.2(b);

(iii) “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance

with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(iv) “QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall

be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

140

SECTION

GOVERNING

LAW AND ENFORCEMENT

43. Governing

law

This

Agreement is governed by the laws of New South Wales.

44. Enforcement

44.1 Jurisdiction

(a) The

courts having jurisdiction in New South Wales have non-exclusive jurisdiction to settle any

dispute arising out of or in connection with this Agreement (including a dispute relating

to the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The

Parties agree that those courts are the most appropriate and convenient courts to settle

Disputes and accordingly no Party will argue to the contrary.

Party irrevocably waives any objection it may now or in the future have to the venue of any

proceedings, and any claim it may now or in the future have that any proceedings have been

brought in an inconvenient forum, where that venue falls within Clause 44.1(a).

44.2 Service

of process

Without

prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Australia):

(a) irrevocably

appoints the Company as its agent for service of process in relation to any proceedings in

connection with any Finance Document; and

(b) agrees

that failure by a process agent to notify the relevant Obligor of the process will not invalidate

the proceedings concerned.

The

Company accepts its appointment as agent for service under this Clause.

This

Agreement has been entered into on the date stated at the beginning of this Agreement.

141

SIGNATURE

PAGES

attorney or authorised signatory executing this Agreement states that the attorney or authorised signatory has no notice of revocation

or suspension of the power of attorney or authorisation.

COMPANY, ORIGINAL BORROWER and ORIGINAL GUARANTOR

EXECUTED by SAI

AU No.1 Pty Ltd in accordance with section 127(1) of the Corporations Act 2001 (Cth):

/s/ James Manning

Signature of director (who

states that they are the sole director and sole company secretary of the company)

James Manning

Name of director/company

secretary (block letters)

ORIGINAL BORROWER and ORIGINAL GUARANTOR

EXECUTED

by SAI AU No.3 Pty Ltd in accordance with section 127(1) of the Corporations

Act 2001 (Cth):

/s/

James Manning

Signature

of director (who states that they are the sole director and sole company secretary of the company)

James

Manning

Name

of director/company secretary (block letters)

142

ORIGINAL

GUARANTORS

EXECUTED

SAI

AU SHC No.1 Pty Ltd

SAI

AU SHC No.3 Pty Ltd

accordance with section 127(1) of the Corporations Act 2001 (Cth):

/s/

James Manning

Signature

of director (who states that they are the sole director and sole company secretary of the company)

James

Manning

Name

of director/company secretary (block letters)

143

ORIGINAL

LENDER

EXECUTED

by [***] by its duly

authorised agent [***] under power of attorney dated

[***]:

[***]

Signature of attorney

[***]

Name of attorney (print)

144

Executed

by [***] as responsible entity of [***] by its duly authorised agent [***] under power of attorney dated

[***]:

[***]

Signature

of attorney

Signature

of attorney

[***]

Name

of attorney (print)

Name

of attorney (print)

145

Executed

by [***] as responsible entity of [***] by its duly authorised agent [***] under power of attorney dated

[***]:

[***]

Signature

of attorney

Signature

of attorney

[***]

Name

of attorney (print)

Name

of attorney (print)

146

Executed

by [***] as trustee of the [***] by its duly authorised agent [***] under power of attorney dated [***]:

[***]

Signature

of attorney

Signature

of attorney

[***]

Name

of attorney (print)

Name

of attorney (print)

147

EXECUTED by [***]:

[***]

Signature of director

[***]

Name of director (block letters)

148

EXECUTED by

[***]:

[***]

Signature of director

[***]

Name of director (block letters)

149

The

signatory for [***] confirms that this document was executed by them in a jurisdiction other than Australia or New Zealand.

SIGNED

by [***] in the presence of:

[***]

Signature

of witness

Signature

of authorised signatory

[***]

Name

of witness (block letters)

Name

of authorised signatory (block letters)

150

AGENT

EXECUTED

by GLOBAL LOAN AGENCY SERVICES AUSTRALIA SPECIALIST ACTIVITIES PTY LIMITED acting by its attorney under power of attorney dated

2 February 2022 in the presence of:

Attorney

Signature:

/s/

Taylor Zhao

Name:

Taylor Zhao

By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

Witness

Signature:

/s/

Krish Gonsalkorala

Name:

Krish Gonsalkorala

SECURITY

TRUSTEE

EXECUTED

by GLOBAL LOAN AGENCY SERVICES AUSTRALIA NOMINEES PTY LTD acting by its attorney under power of attorney dated 2 February 2022

in the presence of:

Attorney

Signature:

/s/

Taylor Zhao

Name:

Taylor Zhao

executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

Witness

Signature:

/s/

Krish Gonsalkorala

Name:

Krish Gonsalkorala

151

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

CERTAIN

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE

COMPETITIVE HARM IF PUBLICLY DISCLOSED.

GUARANTEE

DEED POLL

dated

2026

SHARON

AI HOLDINGS INC.

Mallesons

Level

Governor

Phillip Tower

Farrer Place

Sydney

NSW 2000

Australia

+61 2 9296 2000

www.mallesons.com

Ref:

602-0118462:YC:SKS:SM

CONTENTS

CLAUSE

PAGE

Definitions

and interpretation

Guarantee

Representations

Undertakings

Changes

to the Parties

Payment

mechanics

Notices

Partial

invalidity

Remedies

and waivers

10.

Amendments

and waivers

11.

Counterparts

12.

Governing

Law and Jurisdiction

THIS

DEED POLL is dated 2026

and made by SHARON AI HOLDINGS INC. (the “Guarantor”) in favour of the Security Trustee under the Facility Agreement.

IS AGREED as follows:

1. Definitions

and interpretation

1.1 Definitions

this document:

term which has a defined meaning in the Facility Agreement has the same meaning when used in this document unless it is expressly defined

in this document (in which case the meaning in this document applies), and in this document:

“Debtor”

means each “Borrower” as defined in the Facility Agreement.

“Facility

Agreement” means the document entitled “Project Dolomites - Syndicated Facility Agreement” dated on or about the

date of this document, between, among others, SAI AU No.1 Pty Ltd (ACN 695 330 860) and SAI AU No.3 Pty Ltd (ACN 696 633 440) as borrowers,

Global Loan Agency Services Australia Specialist Activities Pty Limited (ACN 635 992 308) as agent.

“Guarantee”

means the guarantee, undertaking and indemnity given under Clause 2 (Guarantee).

“Ipso

Facto Event” means a Debtor is the subject of an announcement, application, compromise, arrangement, managing controller, or

administration described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act.

“Release

Date” has the meaning given to that term in Clause 2.9 (Automatic Release and Termination).

“Unpaid

Sum” means any sum due and payable but unpaid by the Guarantor under this document.

1.2 Construction

Clause

1.2 (Interpretation) and Clause 1.3 (Currency symbols and definitions) of the Facility Agreement apply to this document

as if set out in full in this document, with all necessary changes.

1.3 Finance

Document

This

document is a “Finance Document” for the purposes of the Facility Agreement and a “Secured Finance Document”

for the purposes of the Security Trust Deed.

1.4 Certificates

and Notices

Each

certificate or notice given under or in connection with this document is on the basis that the director or officer signing does not have

any personal liability for the certificate or notice and that the certificate or notice is given on behalf of the Guarantor and not the

director or officer personally.

2. Guarantee

2.1 Guarantee

The

Guarantor irrevocably and unconditionally:

(a) guarantees

to each Lender punctual performance by each Debtor of all that Debtor’s payment obligations

under the Facility Agreement;

(b) undertakes

with each Lender that:

(i) whenever

a Debtor does not pay any amount when due under or in connection with the Facility Agreement

(or anything which would have been due if the Facility Agreement or the amount was enforceable,

valid and not illegal), the Guarantor shall immediately on demand pay that amount as if it

was the principal debtor; and

(ii) if

an Ipso Facto Event is continuing, then immediately on demand by the Security Trustee on

behalf of the Lenders, the Guarantor shall pay all loans, accrued interest and other amounts

referred to in Clause 20.16 (Acceleration) of the Facility Agreement as if it was

the principal debtor;

with each Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid

or illegal, it will, as an independent and primary obligation, indemnify that Lender immediately

on demand against any cost, expense, loss or liability it incurs as a result of a Debtor

not paying any amount which would, but for such unenforceability, invalidity or illegality,

have been payable by it under the Facility Agreement on the date when it would have been

due. The amount of the cost, expense, loss or liability shall be equal to the amount which

that Lender would otherwise have been entitled to recover.

Each

of paragraphs (a), (b)(i), (b)(ii), and (c) above is a separate and independent and primary obligation. None is limited by reference

to the other.

2.2 Continuing

guarantee

This

guarantee, undertaking and indemnity is a continuing guarantee, undertaking and indemnity and will extend to the ultimate balance of

sums payable by any Debtor under the Facility Agreement, regardless of any intermediate payment or discharge in whole or in part.

2.3 Reinstatement

any payment to or any discharge, release or arrangement given or entered into by (or on behalf of) a Lender (whether in relation to the

obligations of any Debtor or any security for those obligations or otherwise) is avoided or reduced for any reason (including as a result

of insolvency, breach of fiduciary or statutory duties or any similar event) in whole or in part, then the liability of the Guarantor

under this Clause 2 will continue or be reinstated as if the discharge, release or arrangement had not occurred and any relevant security

shall be reinstated.

2.4 Waiver

of defences

The

obligations of the Guarantor under this Clause 2 will not be affected by an act, omission, matter or thing which, but for this Clause

2, would reduce, release or prejudice any of its obligations under this Clause 2 (without limitation and whether or not known to it or

any Lender) including:

(a) any

time, waiver or other concession or consent granted to, or composition with, any Debtor or

other person;

(b) the

release or resignation of any Debtor or any other person;

composition or arrangement with any creditor of any Debtor or other person;

(d) the

taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to

perfect, execute, take up or enforce, any rights against, or security over assets of, any

Debtor or other person or any non-presentation or non-observance of any formality or other

requirement in relation to any instrument or any failure to realise the full value of any

security;

(e) any

incapacity or lack of power, authority or legal personality of or dissolution or change in

the members or status of a Debtor or any other person;

(f) any

amendment, novation, supplement, extension, restatement (however fundamental and whether

or not more onerous) or replacement of any Secured Finance Document or any other document

or security including any change in the purpose of, any extension of or any increase in any

facility or the addition of any new facility under any Secured Finance Document or other

document or security;

(g) any

unenforceability, illegality or invalidity of any obligation of any person under any Secured

Finance Document or any other document or security;

(h) any

set off, combination of accounts or counterclaim;

(i) any

insolvency or similar proceedings; or

(j) this

document or any other Secured Finance Document not being executed by or binding against any

Debtor or any other party.

References

in Clause 2.1 (Guarantee) to obligations of a Debtor or amounts due will include what would have been obligations or amounts due

but for any of the above, as well as obligations and amounts due which result from any of the above.

2.5 Immediate

recourse

The

Guarantor waives any right it may have of first requiring any Lender (or any trustee or agent on its behalf) to proceed against or enforce

any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 2. This waiver applies

irrespective of any law or any provision of a Secured Finance Document to the contrary.

2.6 Appropriations

Until

all amounts which may be or become payable by each Debtor under or in connection with the Secured Finance Documents have been irrevocably

paid in full, each Lender (or any trustee or agent on its behalf) may:

(a) refrain

from applying or enforcing any other moneys, security or rights held or received or recovered

(by set off or otherwise) by that Lender (or any trustee or agent on its behalf) for those

amounts, or apply and enforce the same in such manner and order as it sees fit (whether against

those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the

same; and

(b) without

limiting paragraph (a) above, refrain from applying any moneys received or recovered (by

set off or otherwise) from the Guarantor or on account of the Guarantor’s liability

under this Clause 2 in discharge of that liability and claim or prove against anyone for

the full amount owing by the Debtors.

2.7 Deferral

of Guarantors’ rights

Until

all amounts which may be or become payable by each Debtor under or in connection with the Secured Finance Documents have been irrevocably

paid in full and unless the Security Trustee otherwise directs, the Guarantor will not exercise any rights which it may have by reason

of performance by it of its obligations under the Secured Finance Documents or by reason of any amount being payable, or liability arising,

under this Clause 2:

(a) to

be indemnified by a Debtor;

(b) to

claim any contribution from a Debtor or any other guarantor of or provider of security for

any Debtor’s obligations under the Secured Finance Documents;

take the benefit (in whole or in part and whether by way of subrogation or otherwise) of

any rights of the Lender under the Secured Finance Documents or of any other guarantee or

security taken pursuant to, or in connection with, the Secured Finance Documents by any Lender;

(d) to

bring legal or other proceedings for an order requiring any Debtor to make any payment, or

perform any obligation, for which the Guarantor has given a Guarantee under Clause 2.1 (Guarantee);

(e) to

exercise any right of set-off against any Debtor;

(f) to

claim or prove as a creditor of any Debtor in competition with any Lender; and/or

(g) in

any form of administration of a Debtor (including liquidation, winding up, bankruptcy, voluntary

administration, dissolution or receivership or any analogous process) prove for or claim,

or exercise any vote or other rights in relation to, any indebtedness of any nature owed

to it by the Debtor.

the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution

to the extent necessary to enable all amounts which may be or become payable to a Lender by the Debtors under or in connection with the

Secured Finance Documents to be repaid in full on trust for the Lenders and shall promptly pay or transfer the same to the Security Trustee

or as the Security Trustee may direct for application in accordance with Clause 6 (Payment mechanics).

2.8 Additional

security

This

guarantee, undertaking and indemnity is in addition to and is not in any way prejudiced by any other guarantee, undertaking and indemnity

or security now or subsequently held by (or for the benefit of) any Lender.

2.9 Automatic

Release and Termination

Notwithstanding

any other provision of this document or any other Secured Finance Document, upon the occurrence of both:

(a) the

Customer Acceptance Date; and

(b) the

amount of [***] applied in prepayment of Facility A pursuant to Clause 10.7(b)(viii)

[***] of the Facility Agreement,

(the

date of such satisfaction being the “Release Date”):

this

document and the Guarantee is automatically terminated and the Guarantor is unconditionally released and discharged in full from all

liabilities and obligations (whether past, present or future and whether actual or contingent), in each case without the need for any

further act, consent, notice or document.

3. Representations

The

Guarantor makes the representations and warranties set out in this Clause 3 (Representations):

(a) on

the date of this document; and

(b) (except

in the case of the representations and warranties in Clauses 3.7 (Sanctions), 3.8

(Anti-Bribery and Anti-Money Laundering) and 3.9 (Export Controls)) on the

last day of each calendar month (by reference to the facts and circumstances then existing)

until the Release Date.

3.1 Status

is duly incorporated and validly existing under the laws of its place of incorporation.

3.2 Binding

obligations

The

obligations expressed to be assumed by it in this document are legal, valid, binding and enforceable in accordance with its terms subject

to Reservations.

3.3 Non-conflict

with other obligations

The

entry into and performance by it of any obligations under, and the transactions contemplated by, this document does not (and will not)

breach or conflict with

(a) its

constitutional documents;

(b) any

laws and regulations applicable to it; or

Authorisation, agreements or instrument binding on it or any of its assets,

where

in the case of (b) and (c) to do so would have a Material Adverse Effect.

3.4 Power

and authority

has the corporate power and authority to:

(a) enter

into and perform and deliver its obligations under this document; and

(b) to

own its assets and to carry on its business as conducted or contemplated where failure to

do so would have a Material Adverse Effect.

3.5 Authorisations

has obtained all Authorisations, which continue to be in full force and effect and which conditions it is complying with, which are required:

(a) subject

to the Reservations, for the entry into and exercise of its rights and performance by it

of its obligations under this document and the validity and enforceability of this document;

(b) to

ensure the admissibility in evidence in its relevant jurisdiction of this document; and

it to conduct its business where failure to obtain or maintain that Authorisation would have

a Material Adverse Effect.

3.6 Solvency

(a) The

fair value of the assets (for the avoidance of doubt, calculated to include goodwill and

other intangibles) of the Guarantor, at a fair valuation, exceed the debts and liabilities,

direct, subordinated, contingent or otherwise, of the Guarantor.

(b) The

present fair saleable value of the property of the Guarantor is greater than the amount that

will be required to pay the probable liabilities of the Guarantor on its debts and liabilities,

subordinated, contingent or otherwise, as such debts and other liabilities become absolute

and matured.

is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such

debts and liabilities become absolute and matured.

(d) It

does not have unreasonably small capital with which to conduct the businesses in which it

is engaged as such businesses are now conducted and are proposed to be conducted following

the date of this document.

For

the purposes of the foregoing and this Clause 3.6:

(i) the

contingent liability arising from this Guarantee shall be computed in full; and

(ii) the

amount of any other contingent liability at any time shall be computed as the amount that

would reasonably be expected to become an actual and matured liability as of such time.

3.7 Sanctions

The

Guarantor is not and none of its respective directors, officers or employees nor any persons acting on its behalf:

(a) is

a Restricted Party, is owned or controlled by a Restricted Party or owns or controls a Restricted

Party;

(b) has

a Restricted Party serving as director, officer or, to the best of its knowledge, employee;

directly or indirectly violated or is directly or indirectly violating any applicable Sanctions;

(d) is

directly or indirectly engaging in or has directly or indirectly engaged in any activity

with a Restricted Party or in any other activity that may result in any person becoming a

subject of applicable Sanctions;

(e) is

directly or indirectly engaging in or has directly or indirectly engaged in any activity

with or for the benefit of any Restricted Party or any other activity which would cause any

person to be in breach of applicable Sanctions; or

(f) is

directly or indirectly subject to any claim, proceeding, investigation or notice with respect

to applicable Sanctions.

3.8 Anti-Bribery

and Anti-Money Laundering

connection with this document, neither the Guarantor, nor any director or officer of the Guarantor has violated (a) any applicable anti-bribery

law including the US Foreign Corrupt Practices Act of 1977 (as amended), the United Kingdom Bribery Act, anti-bribery legislation promulgated

by the European Union and implemented by its member states and other applicable anti-bribery and anti-corruption laws and regulations

(“Anti-Bribery Laws”) or (b) any applicable anti-money laundering-related laws and regulations, including the Anti-Money

Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter -Terrorism Financing Rules

(“Anti-Money Laundering Laws”).

3.9 Export

Controls

connection with the delivery of the Services by the Borrowers, the Guarantor has not violated any applicable Export Control Laws.

3.10 Governing

law and enforcement

Subject

to the Reservations:

(a) the

choice of governing law by which this document is expressed to be governed will be recognised

and enforced in its relevant jurisdiction; and

(b) any

judgment obtained in relation to this document in the jurisdiction of the governing law of

this document will be recognised and enforced in its relevant jurisdiction.

4. Undertakings

4.1 Authorisations

The

Guarantor must:

(a) promptly

obtain and renew all necessary consents, filings and Authorisations relating to its business

where failure to do so would have a Material Adverse Effect; and

(b) obtain

and maintain each Authorisation (and comply in all material respects with their terms) that

is necessary to:

(i) execute

this document and to carry out the transactions that it contemplates; and

(ii) enable

it to properly carry on its business and own its assets, where failure to do so would have

a Material Adverse Effect.

4.2 Ranking

The

Guarantor must ensure that its payment obligations under this document rank at least pari passu with the claims of all unsecured and

unsubordinated creditors save where other obligations are mandatorily preferred by laws of general application.

4.3 Compliance

with laws – Sanctions

The

Guarantor must not knowingly (and must procure that none of its directors, officers or employees will knowingly) directly or indirectly:

(a) use,

lend, contribute or otherwise make available any part of any transaction contemplated by

this document or the Facility Agreement:

(i) to

fund or support any trade, business or other activities of or with any Restricted Party;

(ii) in

any other manner that could reasonably be expected to result in any person being in breach

of any applicable Sanctions or becoming a Restricted Party; or

(b) use

any revenue or benefit derived from any activity or dealing with a Restricted Party, or from

any action which is in breach of any applicable Sanctions in discharging any obligation due

under this document;

or permit that proceeds from any activity or dealing with a Restricted Party are credited

to any bank account held with the Lender or any Affiliate of the Lender in its name;

(d) engage

in any activity, transaction or conduct that results in any person being in breach of any

applicable Sanctions or becoming a person subject to applicable Sanctions; or

(e) engage

in any activity, transaction or conduct that evades or avoids, or has the purpose of evading

or avoiding, or breaches, directly or indirectly, in whole or in part, any applicable Sanctions.

4.4 Compliance

with laws – Anti-Bribery Laws, Anti-Money Laundering Laws and Export Control Laws

The

Guarantor must:

(a) comply

with all Anti-Bribery Laws and Anti-Money Laundering Laws applicable to it;

(b) provide

all information reasonably requested by the Agent to manage and comply with any applicable

Anti-Bribery Laws, Anti-Money Laundering Laws or Sanctions where such information is not

already available to the Agent;

its businesses in compliance with applicable Anti-Bribery Laws, Anti-Money Laundering Laws

and Export Control Laws; and

(d) maintain

policies and procedures designed to promote and achieve compliance with such laws.

4.5 Corporate

existence

The

Guarantor must do everything necessary to maintain its corporate existence.

5. Changes

to the Parties

5.1 Assignments

and transfers by the Lenders

Lender may not assign or transfer any of its rights under this document without the consent of the Guarantor, unless otherwise permitted

by the terms of the Facility Agreement.

5.2 Disclosure

of information

(a) Clause

37 (Confidentiality) of the Facility Agreement applies to this document and all information

received by or supplied to any Lender under or in connection with this document as if set

out in full in this document, but as if references to an “Obligor” or “Party”

include the Guarantor; and

(b) references

to the “Borrowers” or the “Company” in the context of receiving disclosures

or providing consents under Clause 37 (Confidentiality) of the Facility Agreement

include the Guarantor.

5.3 No

assignment and transfer by the Guarantor

The

Guarantor may not assign any of its rights or transfer any of its rights or obligations under this document without the prior written

consent of the Security Trustee.

6. Payment

mechanics

6.1 Payments

to the Security Trustee

(a) On

each date on which the Guarantor is required to make a payment under this document, the Guarantor

shall make the same available to Security Trustee for value on the due date at the time and

in such funds specified by the Security Trustee as being customary at the time for settlement

of transactions in the relevant currency in the place of payment.

(b) Payment

shall be made to such account as the Security Trustee specifies.

6.2 Business

Days

Any

payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month

(if there is one) or the preceding Business Day (if there is not).

7. Notices

7.1 Application

Clause

13 (Notices) of the Security Trust Deed applies to this document as if set out in this document in full (with the necessary changes).

7.2 Addresses

The

address and email (and the department or officer, if any, for whose attention the communication is to be made) of each party for any

communication or document to be made or delivered under or in connection with this document is:

(a) in

the case of the Guarantor:

Address:

[***]

address:

[***]

Attention:

[***]

(b) in

the case of the Security Trustee, as specified in the Facility Agreement,

any substitute address or department or officer as the party may notify to the other parties by not less than five Business Days’

notice.

8. Partial

invalidity

If,

at any time, any provision of this document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,

neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision

under the law of any other jurisdiction will in any way be affected or impaired.

9. Remedies

and waivers

failure to exercise, nor any delay in exercising, on the part of any Lender, any right or remedy under this document shall operate as

a waiver of any such right or remedy or constitute an election to affirm this document. No election to affirm this document on the part

of any Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevent any further or

other exercise or the exercise of any other right or remedy. The rights and remedies provided in this document are cumulative and not

exclusive of any rights or remedies provided by law.

10. Amendments

and waivers

10.1 Required

consents

(a) Subject

to paragraph (b) below, the parties must not amend, vary or replace any term of this document

without the prior consent of the Security Trustee (acting on the instructions of the requisite

Lenders, as required pursuant to Clause 39 (Amendments and Waivers) of the Facility

Agreement).

(b) A

variation of any term of this document as between them must be in writing and signed by the

Guarantor and the Security Trustee.

11. Counterparts

(a) The

parties acknowledge and agree that:

(i) a

party may sign this deed electronically and bind itself to this document by executing in

that manner; and

(ii) a

party’s signature (whether affixed to this deed electronically or in handwriting) may

be witnessed remotely in accordance with any applicable laws.

(b) This

document may be executed in any number of counterparts, and this has the same effect as if

the signatures on the counterparts were on a single copy of this document.

12. Governing

Law and Jurisdiction

(a) This

document is governed by the laws of New South Wales.

(b) The

courts having jurisdiction in New South Wales have non-exclusive jurisdiction to settle any

dispute arising out of or in connection with this document (including a dispute regarding

the existence, validity or termination of this document) (a “Dispute”).

parties agree that those courts are the most appropriate and convenient courts to settle

Disputes and accordingly no Party will argue to the contrary.

(d) Each

party irrevocably waives any objection it may now or in the future have to the venue of any

proceedings, and any claim it may now or in the future have that any proceedings have been

brought in an inconvenient forum, where that venue falls within paragraph (a).

(e) Without

prejudice to any other mode of service allowed under any relevant law, the Guarantor:

(i) irrevocably

appoints SAI AU No.1 Pty Ltd (ACN 695 330 860) as its agent for service of process in relation

to any proceedings in connection with this document; and

(ii) agrees

that failure by a process agent to notify the Guarantor of the process will not invalidate

the proceedings concerned.

EXECUTED

as a deed poll in favour of each Lender from time to time under the Facility Agreement

SIGNATURE

PAGES

Guarantor

Signed,

sealed and delivered for and on behalf of Sharon AI Holdings Inc a Delaware corporation,

by its duly and lawfully authorised representative, in accordance with the laws of that territory,

and such representative is acting under the authority of the corporation on

the presence of a witness:

/s/

James Manning

/s/

Anuj Goel

Signature

of authorized representative

Signature

of witness

CEO

CFO

Title

James

Manning

Anuj Goel

Full

name (print)

Full

name (print)

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Sharon

AI Enters Into GPU-Backed Debt Facility, Expanding Funding Flexibility for AI Factory Deployments

Proceeds

from the facility will support the deployment of compute infrastructure dedicated to customer contracts

NEW

YORK, October 1, 2026 – SharonAI Holdings Inc. (NASDAQ: SHAZ) (“Sharon AI” or the “Company”), a leading

Australian Neocloud delivering trusted AI infrastructure, today announced it has entered into its inaugural US$356m committed senior

secured, GPU-backed SPV debt facility priced at a fixed rate of 9.95%, excluding fees.

The

facility will be secured against the GPUs and associated cash flows, with the contract-backed funding structure reflecting the security

and delivery discipline underpinning Sharon AI’s platform and marks a further step towards the Company’s ambition of delivering

gigawatt-scale AI compute capacity across Australia, New Zealand and the broader Asia-Pacific.

The

facility includes marquee Australian, Asian and global investors including

Goldman Sachs and select large private credit funds. This facility is the first in an expected

series of GPU financings supporting the scheduled build out of over 68,000 NVIDIA GPUs deployed by mid-2027.

With

the closing of this transaction, Sharon AI will have secured over US$2.6bn of institutional debt and equity capital over the past 10

months, extending the Company’s capital markets program and underscoring Sharon AI’s ability to access diversified sources

of capital as it scales its AI infrastructure platform for a growing customer base of hyperscale, AI natives, government, enterprise,

and research organizations.

“As

demand for sovereign and secure, trusted AI infrastructure continues to outpace available supply globally, and particularly across

Australia, New Zealand and the broader Asia-Pacific, access to scalable debt capital is an important

enabler of our growth,” said James Manning, Co-founder and Chief Executive Officer of Sharon AI.

“This

facility demonstrates how we expect to access debt markets to fund our GPU deployments, leveraging our book of quality customer offtake

now standing at a TCV of over US$8.8bn. This is designed to enhance return on equity and ultimately drive increased long-term shareholder

value. With a strong balance sheet, growing contracted capacity pipeline and a disciplined approach to capital allocation, we believe

we are well positioned to continue scaling our AI platform across

the Asia-Pacific region.”

Jarden

Australia acted as sole financial advisor and arranger.

ENDS

About

Sharon AI

Sharon

AI (NASDAQ: SHAZ) is a leading Australian Neocloud delivering trusted sovereign AI infrastructure. Through its AI Factory platform and

world-class ecosystem of technology and co-location partners, Sharon AI expands access to the scalable capabilities organizations need

to build, train and run AI, from model training through to inference and agentic AI. Serving customers globally, Sharon AI helps organizations

move faster from AI potential to measurable value. For more information, visit www.sharonai.com.

Media

media@sharonai.com

Investors

investors@sharonai.com

Disclosure

Information

Sharon

AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply

with its disclosure obligations under Regulation FD. The Company also notes that, at times, it discloses material non-public information

through other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI), press

releases, and regulatory filings with the SEC, or through conference calls, webcasts, and investor days, etc. that the company may hold.

Forward-Looking

Statements

This

press release may contain, and our officers and representatives may from time to time make, “forward-looking statements”

within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical

facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations

and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy

and other future conditions. In some cases, you can identify these statements by forward-looking words such as “believe,”

“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”

“could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,”

“goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar

expressions or references to future periods. Examples of such forward-looking statements include but are not limited to express or implied

statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future

including, without limitation, statements regarding:

●

Service and product offerings;

●

The deployment of assets and expansion of network procurement;

●

Sharon AI’s ability to engage with additional potential customers;

●

Expansion of Sharon AI’s data center footprint and capacity;

●

The strengthening of Sharon AI’s partner network;

●

Additional or future GPU financings;

●

Complete fulfillment of all customer contracts;

●

The impact and effect of debt structures designed to enhance return on equity and to drive stockholder value; and

●

The Company’s position to continue scaling its AI platform across the Asia-Pacific region.

addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including

any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject

to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially

from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all

of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed

with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail

in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.

The

forward-looking statements and other information contained in this press release are made as of the date hereof and Sharon AI does not

undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information,

future events or otherwise, unless so required by applicable securities laws.

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