Common use of Reduction Clause in Contracts

Reduction. Without limiting any other right or remedy of DFAT, DFAT may reduce the amount of any instalment of grant funding under this Agreement: if by the date for payment of the instalment the Recipient has not spent Funds in accordance with the Payment Criteria, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repayment

Reduction. Without limiting Notwithstanding the foregoing provisions of this Section 5 to the contrary, if, at any other right time during the Term, the Reduction Conditions (defined below) occur, then, upon written request by Subtenant, Sublandlord will agree to reduce the Security Deposit to the sum of $200,000.00. If the Security Deposit is then held in cash, such reduction shall be accomplished by Sublandlord returning to Subtenant any excess Security Deposit held by Sublandlord; if, instead, Subtenant has deposited a Letter of Credit with Sublandlord, such reduction may be accomplished by either (i) an amendment to the then-existing Letter of Credit reducing the face amount thereof or remedy (ii) Subtenant procuring a replacement Letter of DFAT, DFAT may reduce Credit in the amount of any instalment $200,000.00, and delivering the same to Sublandlord, following which Sublandlord shall return the Letter of grant funding under this AgreementCredit then held by Sublandlord to Subtenant. As used herein, the Reduction Conditions shall mean the following: if by (i) Subtenant is not then in default hereunder (beyond the giving of applicable notice and the passage of applicable grace periods) as of the date of Subtenant's initial request that the Security Deposit be reduced and (ii) Subtenant shall have demonstrated to Sublandlord's reasonable satisfaction that Subtenant has had Positive Cash Flow (described below) for payment the most recent four (4) consecutive calendar quarters. Subtenant shall be deemed to have a "Positive Cash Flow" during a calendar quarter if the Gross Revenues (described below) of Subtenant for that calendar quarter exceed Subtenant's expenses (including, without limitation, all taxes, interest, bonuses and other compensation, dividends or other distributions to Subtenant's shareholders, and repayment of loans) for that calendar quarter. "Gross Revenues" of Subtenant for a calendar quarter means all revenues received by Subtenant in that quarter, excluding (a) capital contributions to Subtenant from its shareholders, (b) proceeds of any sale of securities or debt instruments by Subtenant, (c) amounts borrowed by Subtenant, including any amounts borrowed from any affiliate, and (d) proceeds of any sale of all or part of the instalment assets of Subtenant other than in the Recipient has not spent Funds ordinary course of Subtenant's business. Subtenant's Positive Cash Flow shall be determined in accordance with the Payment CriteriaSubtenant's historical accounting practices, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repaymentconsistently applied.

Reduction. Without limiting any other right or remedy If no Event of DFATDefault then exists and Tenant complies with the provisions of this Section, DFAT may reduce (i) on the second (2nd) anniversary of the Rent Commencement Date, the amount of any instalment the Letter of grant funding under this Agreement: if by the date for payment of the instalment the Recipient has not spent Funds in accordance with the Payment CriteriaCredit or cash security shall be reduced to $300,000, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFATii) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; provided the amount of grant funding the Letter of Credit or cash security shall have previously been reduced pursuant to be paid by DFAT together with any substantiating material required; the name preceding clause (ii), on the third (3rd) anniversary of the DFAT Representative; Rent Commencement Date the amount of the Letter of Credit or cash security shall be accompanied reduced to $225,000, (iii) provided the amount of the Letter of Credit or cash security shall have previously been reduced pursuant to the preceding clauses (i) and (ii), on the fourth (4th) anniversary of the Rent Commencement Date the amount of the Letter of Credit or cash security shall be reduced to $150,000 and (iv) provided the amount of the Letter of Credit or cash security shall have previously been reduced pursuant to the preceding clauses (i) through (iii), on the fifth (5th) anniversary of the Rent Commencement Date the amount of the Letter of Credit or cash security shall be reduced to $75,000. The security shall be reduced as follows: (A) if the security is in the form of cash, Landlord shall, within 10 Business Days following notice by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for Tenant to Landlord that instalment; and such other information as DFAT requires. Where Australian GST applies Tenant is entitled to reduce the security pursuant to this AgreementSection, all invoices must be deliver to Tenant the amount by which the cash security is reduced, or (B) if the security is in the form of a valid tax invoice. Invalid tax invoices will be returned Letter of Credit, Tenant shall deliver to Landlord a consent to an amendment to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices Letter of Credit (which amendment must be submitted to: Department reasonably acceptable to Landlord in all respects), reducing the amount of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing Letter of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved Credit by the Commissioner amount of Taxation from time the permitted reduction, and Landlord shall execute such consent and such other documents as are reasonably necessary to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If reduce the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), amount of the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax Letter of Credit in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments terms hereof. If Tenant delivers to Landlord a consent to an amendment to the Recipient at Letter of Credit in accordance with the prescribed rate and remit that terms hereof, Landlord shall, within 10 Business Days after delivery of such consent, either (1) provide its reasonable objections to such amendment or (2) execute such consent in accordance with the Australian Taxation Office. Repaymentterms hereof.

Reduction. Without limiting any other right or remedy of DFAT, DFAT may reduce the amount of any instalment of grant funding under this Agreement: if by the date for payment of the instalment the Recipient If Tenant (a) has not spent Funds previously defaulted in accordance with the Payment Criteria, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject its obligation to this Clause 7 (Payment of Funds by DFAT) pay Rent to Landlord after notice and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect expiration of the applicable instalmentcure periods set forth in this Lease, (b) no Event of Default then not earlier than exists, and (c) Taberna has submitted to Landlord its 2005 certified audited financial statements which depict a net worth of Taberna at least equivalent to the due net worth shown on the financial information of Taberna submitted to Landlord during the negotiations hereof, then, provided that Tenant complies with the provisions of this Section 27.5 on the (1) later of (i) nine (9) full months of Fixed Rent payments for the Replacement Premises, and (ii) the nine (9) month anniversary of the date specified Tenant commences the operation of its business in Table 2 (Payment Criteria) the Replacement Premises after completion of Part A (Agreement Details)its Initial Installations therein, the Recipient must submit Security Deposit shall be reduced to DFAT a claim for payment $795,200.00, (2) five (5) year six (6) month anniversary of the relevant instalment Replacement Premises Commencement Date, and provided the Security Deposit was reduced pursuant to item (1) above, the Security Deposit shall be reduced to $596,400.00, and (3) on the seven (7) year six (6) month anniversary of the grant fundingReplacement Premises Commencement Date, provided the Security Deposit was reduced pursuant to items (1) and (2) above, the Security Deposit shall be reduced to $397,600.00. A Payment Claim submitted under clause must include a correctly rendered invoice The Security Deposit shall be reduced as follows: (A) if the Security Deposit is in the form of cash, Landlord shall, within 10 Business Days following notice by Tenant to DFAT in accordance with Landlord that Tenant is entitled to reduce the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; Security Deposit pursuant to this Section 27.5, deliver to Tenant the amount of grant funding to be paid by DFAT together with any substantiating material required; which the name of Security Deposit is reduced, or (B) if the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be Security Deposit is in the form of a valid tax invoice. Invalid tax invoices will be returned Letter of Credit, Tenant shall deliver to Landlord an amendment to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices Letter of Credit (which amendment must be submitted to: Department reasonably acceptable to Landlord in all respects), reducing the amount of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing Letter of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved Credit by the Commissioner amount of Taxation from time the permitted reduction, and Landlord shall execute the amendment and such other documents as are reasonably necessary to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If reduce the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), amount of the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax Letter of Credit in accordance with Part 2-5 the terms hereof. If Tenant delivers to Landlord an amendment to the Letter of Credit in accordance with the terms hereof, Landlord shall, within 10 Business Days after delivery of such amendment, either (x) provide its reasonable objections to such amendment or (y) execute such amendment of the Taxation Administration Act 1953 Letter of Credit in accordance with the terms hereof.” 7. Landlord shall provide Tenant, at no cost to Landlord, within sixty (Cth60) days after the full execution and unconditional delivery of this Amendment by both parties hereto, the then Mortgagee’s standard form subordination, non-disturbance and attornment agreement (“SNDA”), which will, among other things, provide that the Mortgagee will not (i) disturb Tenant’s occupancy in the Premises, provided Tenant is not then in default under the Lease, or (ii) change the terms of the Lease, as hereby amended, subject to Mortgagee’s standard terms and conditions contained in such SNDA. Tenant shall reimburse Landlord, within 10 days after demand therefor, for Landlord’s out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with obtaining such SNDA. Tenant shall not be subordinate to any future mortgage held by such Mortgagee, if Landlord fails to provide Tenant with an SNDA from such future Mortgagee. 8. Notwithstanding anything contained herein or in the relevant payments Lease to the Recipient at contrary, Tenant shall not be obligated to pay Landlord the prescribed rate and remit that 5% administrative fee referred to in Section 5.6 of the Lease with respect to the Australian Taxation OfficeInitial Installations in the Replacement Premises. 9. RepaymentNotwithstanding anything contained herein or in the Lease to the contrary, (i) Tenant’s sale to the general public of its Ownership Interests on a nationally recognized securities exchange shall not be deemed a voluntary assignment of this Lease requiring Landlord’s consent, and (ii) Tenant named above shall be deemed a Related Entity after the Lease assignment to Taberna. 10. Tenant represents and warrants that it has dealt with no broker, agent, or finder in connection with this amendment, except Xxxxxxxxx Management, Inc. (Tenant hereby representing that Xxxxxxxxx Management, Inc. is a duly licensed real estate broker in the State of New York). Tenant shall indemnify, defend and hold Landlord harmless in connection with any loss, cost, expense, damage or liability (including, without limitation, attorneys’ fees and disbursements) incurred by Landlord in connection with Tenant’s breach of the representation set forth above, including, without limitation any claims made by Brandywine Construction & Management, Inc. (or any of its affiliates). 11. Except as modified hereby, the Lease shall continue in full force and effect in accordance with its terms. To the extent of any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. 12. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 13. This Agreement may be executed in one or more counterparts which when taken together shall constitute but one original.

Reduction. Without limiting Notwithstanding any other right provision to the contrary in Section 10(a) above, at such time as the Reduction Condition (defined below) has been met, upon written request by Tenant, Landlord will allow the Letter of Credit Amount to be reduced from $1,356,111.25 to $678,755.00 (the “Reduced Letter of Credit Amount”). Such reduction in the Letter of Credit Amount may be accomplished at Tenant’s option, by either (i) an amendment to the then-existing Letter of Credit reducing the face amount thereof to the Reduced Letter of Credit Amount or remedy (ii) Tenant’s delivery to Landlord of DFATa replacement Letter of Credit in the Reduced Letter of Credit Amount, DFAT may reduce in which event Landlord shall return to Tenant the amount Letter of any instalment of grant funding under this Agreement: if Credit then held by the date for payment of the instalment the Recipient Landlord. As used herein, “Reduction Condition” shall mean that (x) Tenant is not then in Default hereunder, (y) Tenant has not spent Funds in accordance with previously failed to timely cure any Default hereunder and (z) Tenant has positive EBITDA during the Payment Criteriaimmediately preceding four (4) consecutive calendar quarters (the “Required Positive EBITDA”), as evidenced by Tenant’s financial statements, which Tenant will furnish to Landlord. Such financial statements of Tenant shall be deemed accepted by Landlord as evidencing the amount that has not been spent; or if Funds have been spent other than in accordance with this AgreementRequired Positive EBITDA, by unless Landlord objects thereto within ten (10) business days after receipt thereof from Tenant. In the amount that was spent other than in accordance with this Agreement. Subject event Landlord objects to this Clause 7 Tenant’s financial statements within such ten (Payment of Funds by DFAT10) and DFAT being satisfied with: the Recipient's performance of the Activity; business day period and the achievement of parties are unable to resolve, within thirty (30) days thereafter, whether or not Tenant has the Payment CriteriaRequired Positive EBITDA, DFAT must make payment within 30 days of receiving Landlord and Tenant shall refer the matter to a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will mutually agreed independent certified public accountant whose determination on the matter shall be recoverable by or from final and binding on the Recipient, as the case may beparties. The Recipient must pay: all stamp duty (including penalties cost of such certified public accountant shall be borne equally by Landlord and Tenant. The term “EBIDTA” as used herein means earnings before interest) assessed or payable in respect of this Agreement and the Activity; and all , taxes, duties depreciation and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repaymentamortization.

Reduction. Without limiting Buyer Indemnitees’ right to indemnification pursuant to this Agreement on account of any Losses shall be reduced by (i) all insurance (including the RWI Policy) or other right proceeds recovered or remedy recoverable by the Buyer Indemnitees from third parties, including pursuant to indemnification obligations of DFATthird parties in favor of a Company (net of reasonable collection costs, DFAT may reduce and specifically demonstrable increases in premiums and retro-premiums specifically caused by the Losses paid), and (ii) any accruals or reserves on the Financial Statements or the calculation of Net Working Capital with respect to which such Losses relate. If any Buyer Indemnitee or any of its Affiliates receives any insurance or other proceeds from third parties after receiving an indemnification payment for the related Loss, Buyer and the Companies shall be jointly and severally obligated to pay to Sellers’ Representative (for the benefit of Sellers) the amount of any instalment of grant funding under this Agreement: if by such proceeds to the date extent such proceeds did not reduce the indemnity payment for payment the Loss within ten (10) days of the instalment receipt of such proceeds. Without limiting the Recipient foregoing, once the Retention under the RWI Policy has been met, Buyer shall use commercially reasonable efforts to pursue recovery under the RWI Policy with respect to any applicable Losses claimed by any Buyer Indemnitee and Buyer (A) shall promptly notify Sellers’ Representative and provide such information as Sellers’ Representative may reasonably request relating to such right of recovery and the steps taken or to be taken by Buyer or its Affiliates in connection therewith, (B) shall submit such indemnification claim under the RWI Policy, (C) shall keep Sellers’ Representative reasonably informed of the progress of any action taken in respect thereof, and (D) shall not spent Funds be entitled to bring any indemnification claim hereunder for breaches of Fundamental Representations or other matters which may be indemnifiable under RWI Policy in excess of the Retention until such time that Buyer has (x) submitted such claim under the RWI Policy in accordance with the Payment Criteria, terms of clause (B) above and (y) either (1) recovered proceeds under the RWI Policy or (2) received a written denial of coverage issued by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance insurance carrier of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. RepaymentRWI Policy.

Reduction. Without limiting Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any underwritten offering described in this Section 2.2 have informed, in writing, the Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders of Registrable Securities and any other right holders of securities of the Company desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered shall be reduced or remedy limited in the following order of DFATpriority: FIRST, DFAT may the number of shares to be offered by all other holders of securities of the Company (other than the Holders of Registrable Securities and other holders of securities of the Company who have registration rights, as set forth on SCHEDULE 2.2(B) annexed hereto (collectively, the "OTHER HOLDERS")) to the extent necessary to reduce the amount total number of any instalment shares as recommended by such managing Underwriters; and SECOND, if further reduction or limitation is required, the number of grant funding under this Agreement: if by shares to be offered for the date for payment account of the instalment Holders and the Recipient has not spent Funds Other Holders shall be reduced or limited on a PRO RATA basis in accordance with proportion to the Payment Criteria, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment relative number of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance securities of the Activity; Holders and the achievement Other Holders participating in such registration. If, as a result of the Payment Criteria, DFAT must make payment within 30 days proration provisions of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after paymentthis Section 2.2, any underpayment or overpayment will Holder shall not be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect entitled to include at least 50% of the applicable instalment, then not earlier than the due date specified Registrable Securities in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT Piggy-Back Registration in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding which such Holder has requested to be paid by DFAT together with included, such Holder may elect to withdraw his, her or its request to include such Holder's Registrable Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies right to this Agreement, all invoices must be include Registrable Securities in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT Piggy-Back Registration as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repaymentsuch Withdrawal Election was made.

Reduction. Without limiting any other right or remedy In the event the Revolving Credit Facility is reduced, the --------- Borrowers shall, simultaneously with such reduction, make a prepayment of DFAT, DFAT may principal and interest in respect of the Alternate Base Rate Loans borrowed under such Facility in such amount as is necessary to assure that the aggregate principal amount of Loans outstanding and Letter of Credit Outstandings under such Facility immediately after such reduction will not exceed the Revolving Credit Facility as reduced. If prepayment in full of the Alternative Base Rate Loans does not reduce the amount of any instalment all Loans outstanding and Letter of grant funding Credit Outstandings under this Agreement: if such Facility to an amount that will not exceed the Revolving Credit Facility as reduced, the Borrowers shall deposit with the Agent cash in an amount sufficient to repay that portion of the principal amount of Eurocurrency Rate Loans outstanding, with interest thereon through the end of each applicable Interest Period, as is necessary to assure that the aggregate principal amount of Loans and Letters of Credit outstanding under such Facility immediately after such reduction less the principal amount of Eurocurrency Rate Loans under each Facility repaid by such deposit will not exceed the Revolving Credit Facility as reduced, such deposit to be held by the date for payment Agent on behalf of the instalment Banks until the Recipient has maturity date of such Loans and then applied to the repayment of such Loans. If prepayment in full of the Alternative Base Rate Loans and Eurocurrency Rate Loans does not spent reduce the amount of all Loans outstanding and Letter of Credit Outstandings under such Facility to an amount that will not exceed the Revolving Credit Facility as reduced, the Borrowers shall deposit with the Agent cash in an amount sufficient to repay that portion of the principal amount of Bid Loans outstanding, with interest thereon through the end of each applicable Interest Period, as is necessary to assure that the aggregate principal amount of Loans outstanding and Letter of Credit Outstandings under such Facility immediately after such reduction less the principal amount of Bid Loans under each Facility repaid by such deposit will not exceed the Revolving Credit Facility as reduced, such deposit to be held by the Agent on behalf of the Banks until the maturity date of such Loans and then applied to the repayment of such Loans. Interest on amounts so held by the Agent shall accrue at the Federal Funds Rate and shall be paid to each Bank in accordance with the Payment Criteria, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repaymenttheir Commitment Percentage.

Reduction. Without limiting Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any underwritten offering described in this Section 2.2 have informed, in writing, the Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders of Registrable Securities and any other right holders of securities of the Company desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered shall be reduced or remedy limited in the following order of DFATpriority: FIRST, DFAT may the number of shares to be offered by all other holders of securities of the Company (other than the Holders of Registrable Securities and other holders of securities of the Company who have registration rights, as set forth on SCHEDULE 2.2(b) annexed hereto (collectively, the "OTHER HOLDERS")) to the extent necessary to reduce the amount total number of any instalment shares as recommended by such managing Underwriters; and SECOND, if further reduction or limitation is required, the number of grant funding under this Agreement: if by shares to be offered for the date for payment account of the instalment Holders and the Recipient has not spent Funds Other Holders shall be reduced or limited on a PRO RATA basis in accordance with proportion to the Payment Criteria, by the amount that has not been spent; or if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment relative number of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance securities of the Activity; Holders and the achievement Other Holders participating in such registration. If, as a result of the Payment Criteria, DFAT must make payment within 30 days proration provisions of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after paymentthis Section 2.2, any underpayment or overpayment will Holder shall not be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect entitled to include at least 50% of the applicable instalment, then not earlier than the due date specified Registrable Securities in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT Piggy-Back Registration in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding which such Holder has requested to be paid by DFAT together with included, such Holder may elect to withdraw his, her or its request to include such Holder's Registrable Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies right to this Agreement, all invoices must be include Registrable Securities in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing of its ABN; or provide evidence to the reasonable satisfaction of DFAT Piggy-Back Registration as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved by the Commissioner of Taxation from time to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. Repaymentsuch Withdrawal Election was made.

Reduction. Without limiting any other right or remedy If Tenant (a) has not previously defaulted in its obligation to pay Rent to Landlord within the time periods set forth in this Lease and (b) no Event of DFATDefault then exists, DFAT may then, provided that Tenant complies with the provisions of this Section 27.4, (i) on the first anniversary of the Rent Commencement Date, the Security Deposit shall be reduced to $87,029.25, (ii) provided the Security Deposit shall have previously been reduced pursuant to the preceding clause(i), on the second anniversary of the Rent Commencement Date the Security Deposit shall be reduced to $79,117.50, (iii) provided the Security Deposit shall have previously been reduced pursuant to the preceding clauses (i) and (ii), on the third anniversary of the Rent Commencement Date the Security Deposit shall be reduced to $71,205.75 and (iv) provided the Security Deposit shall have previously been reduced pursuant to the preceding clauses (i) through (iii), on the fourth anniversary of the Rent Commencement Date the Security Deposit shall be reduced to $63,294.00. The Security Deposit shall be reduced as follows: (A) if the Security Deposit is in the form of cash, Landlord shall, within 10 Business Days following notice by Tenant to Landlord that Tenant is entitled to reduce the amount of any instalment of grant funding under Security Deposit pursuant to this Agreement: if by the date for payment of the instalment the Recipient has not spent Funds in accordance with the Payment CriteriaSection 27.4, by deliver to Tenant the amount that has not been spent; by which the Security Deposit is reduced, or (B) if Funds have been spent other than in accordance with this Agreement, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement of the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice Security Deposit is found to have been rendered incorrectly after payment, any underpayment or overpayment will be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details), the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; the amount of grant funding to be paid by DFAT together with any substantiating material required; the name of the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment Criteria) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies to this Agreement, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned Letter of Credit, Tenant shall deliver to Landlord a consent to an amendment to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices Letter of Credit (which amendment must be submitted to: Department reasonably acceptable to Landlord in all respects), reducing the amount of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreement, the Recipient must, on or before any payments are required to be made to it under this Agreement, either: advise DFAT in writing Letter of its ABN; or provide evidence to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved Credit by the Commissioner amount of Taxation from time the permitted reduction, and Landlord shall execute such consent and such other documents as are reasonably necessary to time and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If reduce the Recipient does not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), amount of the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax Letter of Credit in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments terms hereof. If Tenant delivers to Landlord an amendment to the Recipient at Letter of Credit in accordance with the prescribed rate and remit that terms hereof, Landlord shall, within 10 Business Days after delivery of such consent, either (1) provide its reasonable objections to such amendment or (2) execute such consent in accordance with the Australian Taxation Office. Repaymentterms hereof.

Reduction. Without limiting If a registration in which any other Holder has the right or remedy of DFATis otherwise permitted to participate pursuant to this Section 1.2 is (i) the QIPO, DFAT the Company may reduce limit, to the extent so advised in writing by the underwriters, the amount of any instalment of grant funding under this Agreement: if securities (including Registrable Securities) to be included in the registration by the date for payment of Company’s stockholders (including the instalment Holders), or may exclude, to the Recipient has not spent Funds extent so advised in accordance with the Payment Criteria, writing by the amount that has not been spent; underwriters, such securities (including Registrable Securities) entirely from the QIPO, or if Funds have been spent other than in accordance with this Agreement(ii) an underwritten registration subsequent to the QIPO, by the amount that was spent other than in accordance with this Agreement. Subject to this Clause 7 (Payment of Funds by DFAT) and DFAT being satisfied with: the Recipient's performance of the Activity; and the achievement managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the Payment Criteria, DFAT must make payment within 30 days of receiving a correctly rendered invoice. If an invoice is found to have been rendered incorrectly after payment, any underpayment or overpayment will number which can be recoverable by or from the Recipient, as the case may be. The Recipient must pay: all stamp duty (including penalties and interest) assessed or payable sold in respect of this Agreement and the Activity; and all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. Claims for payment If the Recipient has achieved the Payment Criteria in respect of the applicable instalment, then not earlier than the due date specified in Table 2 (Payment Criteria) of Part A (Agreement Details)such offering, the Recipient must submit to DFAT a claim for payment of the relevant instalment of the grant funding. A Payment Claim submitted under clause must include a correctly rendered invoice to DFAT in accordance with the requirements specified in Clause 9 (Invoicing Requirements). Invoicing Requirements To be a correctly rendered invoice the invoice must include: the agreement number and Activity title; the payment event number(s) notified by DFAT; Company may limit the amount of grant funding securities (including Registrable Securities) to be paid included in such registration by DFAT together with any substantiating material required; the name of Company’s stockholders (including the DFAT Representative; be accompanied by any supporting documentation and other evidence specified in Table 2 (Payment CriteriaHolders) of Part A (Agreement Details) for that instalment; and such other information as DFAT requires. Where Australian GST applies pursuant to this AgreementAgreement or otherwise; provided, all invoices must be in the form of a valid tax invoice. Invalid tax invoices will be returned to the Recipient. Information on what constitutes a valid tax invoice can be found at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxx.xxx?xxx=/xxxxxxx/00000.xxx Invoices must be submitted to: Department of Foreign Affairs and Trade – Australian Aid Program GPO Box 887 Canberra ACT 2601 Australia or xxxxxxxx@xxxx.xxx.xx and a copy sent to the DFAT Representative. PAYG tax If the Recipient's ABN is not stated in this Agreementhowever, the Recipient must, on or before any payments are required that (a) no shares proposed to be made included by an Additional Holder, excluding Holders of Forced Conversion Common Stock, shall be excluded if any shares proposed to it under this Agreement, either: advise DFAT in writing be sold by Holders of its ABN; Forced Conversion Common Stock or provide evidence other stockholders who are not Additional Holders are included (b) if all Registrable Securities proposed to the reasonable satisfaction of DFAT as to why it is not required to obtain an ABN, which obligation may be discharged by providing a signed statement in the form approved included by the Commissioner Additional Holders, excluding Holders of Taxation from time Forced Conversion Common Stock, are included, no shares proposed to time be included by an Existing Holder shall be excluded if any shares proposed to be sold by Holders of Forced Conversion Common Stock or other stockholders who are not Additional Holders or Existing Holders are included and available at: xxxx://xxx.xxx.xxx.xx/Xxxxxxxx/Xxxxxxxxxx-xxxxxxxx-xxxxxx/Xx-xxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx/Xxxxxxxxx-xx-x-xxxxxxxx--xxx-xxxxxxx-XXX-xx-xx-xxxxxxxxxx/. If (c) if all Registrable Securities proposed to be included by Additional Holders, excluding Holders of Forced Conversion Common Stock, and the Recipient does Existing Holders are included, no shares proposed to be included by a Holder of Forced Conversion Common Stock shall be excluded if any shares proposed to be sold by other stockholders who are not satisfy its obligations under Clause 10.1(a) (PAYG withholding tax), the Recipient acknowledges that DFAT may be required to deduct PAYG withholding tax in accordance with Part 2-5 of the Taxation Administration Act 1953 (Cth) from the relevant payments to the Recipient at the prescribed rate and remit that to the Australian Taxation Office. RepaymentHolders are included.