Common use of Repayment of ARENA Funding Clause in Contracts

Repayment of ARENA Funding. 35.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3) in the circumstances and to the extent specified below: (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s opinion, acting reasonably, and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28 (c) (Abandoned Project): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned the Project (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Project; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for the Project, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been used are of the total Recipient Contributions and Other Contributions; (e) (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 32; (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 33. 35.2 ARENA may only exercise its rights under clause 35.1

Repayment of ARENA Funding. 35.1 25.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the RecipientRecipient as at the End Date; or (ii) any the amount of any ARENA Funding in excess of the amount identified in item 13 of the Activity Details, which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28; (c) (Abandoned ProjectActivity): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project Activity (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a23.1(a)) ), and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, or otherwise within that timeframe, timeframe demonstrate to ARENA’s 's satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned abandoning the ProjectActivity; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone End Date, Recipient Contributions or Other Contributions have not been provided and used for the ProjectActivity, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been provided and used are of the total Recipient Contributions and Other Contributions; (e) (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 3223.1(a); (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates this Agreement under clause 32.1(d23.1(c); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 3323.1(d). 35.2 25.2 Where ARENA may only exercise its rights gives the Recipient a repayment notice requiring the Recipient to repay to ARENA an amount which ARENA is entitled to recover under clause 35.125.1, the Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount (including interest calculated as set out in clause 25.4) specified in the repayment notice. 25.3 ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 25.1. ARENA can exercise this right in its absolute discretion and is not required to exercise this discretion for the Recipient's benefit. 25.4 The Recipient must pay interest to ARENA in connection with any amount notified as owing to ARENA under clause 25.1. The rate of interest will be calculated: (a) on the amount to be repaid to ARENA as set out in ARENA's repayment notice; (b) at the Interest Rate; (c) on a semi-annually compounding basis upon the principal amount specified in the notice as repayable to ARENA; and (d) from and including the date the amount is payable under clause 25.2 up to but excluding the day on which the Recipient repays the total amount specified in the notice as owing to ARENA, without any set off, counter-claim, condition, abatement, deduction or withholding. 25.5 The Recipient acknowledges that the amounts to be paid by it to ARENA under this clause 25 are a genuine pre-estimate of the losses incurred by ARENA for the defaults described in this clause 25. 25.6 ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 25 shall not exceed the amount of ARENA Funding paid to the Recipient. 25.7 This clause 25 does not limit any other right or remedy of ARENA.

Repayment of ARENA Funding. 35.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) : (misspent funds): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) ; (unspent funds): (i) at the Final Milestone Date, ): the full amount of any ARENA Funding which has not been spent or Legally Committed by the RecipientRecipient as at the End Date; or (ii) any or the amount of any ARENA Funding in excess of the amount identified in item 13 of the Activity Details, which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28 (c) (Abandoned ProjectActivity): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project Activity (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a23.1(a)) ), and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, or otherwise within that timeframe, timeframe demonstrate to ARENA’s 's satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned abandoning the Project; (d) Activity; (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone End Date, Recipient Contributions or Other Contributions have not been provided and used for the ProjectActivity, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been provided and used are of the total Recipient Contributions and Other Contributions; (e) ; (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 32; (f) 23.1(a); (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates this Agreement under clause 32.1(d23.1(c); or (g) or (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 33. 35.2 23.1(d). Where ARENA may only exercise its rights gives the Recipient a repayment notice requiring the Recipient to repay to ARENA an amount which ARENA is entitled to recover under clause 35.125.1, the Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount (including interest calculated as set out in clause 25.4) specified in the repayment notice. ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 25.1. ARENA can exercise this right in its absolute discretion and is not required to exercise this discretion for the Recipient's benefit. The Recipient must pay interest to ARENA in connection with any amount notified as owing to ARENA under clause 25.1. The rate of interest will be calculated: on the amount to be repaid to ARENA as set out in ARENA's repayment notice; at the Interest Rate; on a semi-annually compounding basis upon the principal amount specified in the notice as repayable to ARENA; and from and including the date the amount is payable under clause 25.2 up to but excluding the day on which the Recipient repays the total amount specified in the notice as owing to ARENA, without any set off, counter-claim, condition, abatement, deduction or withholding. The Recipient acknowledges that the amounts to be paid by it to ARENA under this clause 25 are a genuine pre-estimate of the losses incurred by ARENA for the defaults described in this clause 25. ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 25 shall not exceed the amount of ARENA Funding paid to the Recipient. This clause 25 does not limit any other right or remedy of ARENA. Dispute Resolution A party must comply with this clause 26 in relation to any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination (Dispute), before starting court proceedings except proceedings for urgent interlocutory relief. After a party has sought or obtained any urgent interlocutory relief, that party must follow this clause 26. Any party claiming a Dispute has arisen must give the other parties to the Dispute a notice setting out details of the Dispute (Notice of Dispute). Within 10 Business Days after a Notice of Dispute is received (or longer period if the parties to the Dispute agree in writing), each party to the Dispute must use all reasonable endeavours through a meeting of Senior Management (or their nominees) to resolve the Dispute. If the Dispute is not resolved within 10 Business Days under clause 26.3, the Dispute shall be referred to a mediator upon either party’s request. If the parties cannot agree on a mediator within seven days after the request, the chair of Resolution Institute or the chair's nominee will appoint a mediator.

Repayment of ARENA Funding. 35.1 34.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.334.3) in the circumstances and to the extent specified below: (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s 's opinion, acting reasonably, and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28; (c) (Abandoned Project): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned the Project (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a31.1(a)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Project; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for the Project, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been used are of the total Recipient Contributions and Other Contributions; (e) (Material Breach): subject to clause 35.234.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 3231; (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 3332. 35.2 34.2 ARENA may only exercise its rights under clause 35.134.1(e) where the Recipient: (a) commits any breach of clauses 20.1(a) (transaction permitted), 20.1(c) (no misleading information), 20.1(e) (employee entitlements), 20.1(g) (legal capacity), 20.1(h) (financial capacity), 20.1(i) (insolvency) or 20.1(k) (qualifications); (b) commits a breach of a material nature of clause 17 (Use of ARENA Funding), clause 21.1(c) (Modern Slavery) clause 18 (Contributions), clauses 20.1(f) (Intellectual Property), 20.1(j) (Applicable Guidelines) or ​ Advancing Renewables Program Funding Agreement | Port Augusta Solar Methanol Project 2022/ARP029 ‌ 19 20.1(l) (trustee), clauses 21.1(a) (Laws), 21.1(d) (WHS Law), 21.1(f) (Privacy), 21.1(g) (FOI), 13 (Intellectual Property) or 13.5 (Moral Rights), clause 22.3(a) (Disposal of Assets) or clause 26 (Confidentiality); or (c) commits a breach of a material nature of clause 2 (Undertaking the Project), clause 6.1 (Knowledge Sharing), clause 10 (Reports and Plans), clauses 20.1(d) (conflicts of interest), clause 21.1(k) (Conflicts), or clause 9.1 (Reporting), and ARENA determines, acting reasonably, that such breach materially impacts the ability of the Recipient to achieve the Outcomes.

Repayment of ARENA Funding. 35.1 16.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) (misspent fundsARENA Funding): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at ARENA Funding): the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding on Eligible Expenditure in accordance with this Agreement at the End Date (or earlier termination of this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28); (c) (Abandoned Projectabandoned Activity): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project Activity (whether or not ARENA has terminated this the Agreement in accordance with clause 32.1(a15.1(b)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Projectso; (d) (Alternative use of reserve): if the Recipient Contributions and Other Contributions responds to a Request for Tender but does not used): if, as at activate the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for reserve pursuant to the Projectrelevant reserve contract, an amount that represents equal to $[1000]/MWh of reserve shortfall to the same proportion amount of reserve required to be activated under the ARENA Funding relevant reserve contract, capped at the Payment Instalment (as may be adjusted pursuant to this Agreement) attributable to the Recipient Contributions and Other Contributions which have not been used are of Performance Amount for the total Recipient Contributions and Other Contributionsrelevant Payment Period; (e) (Material Breach): subject to clause 35.2double recovery) unless otherwise agreed by ARENA in writing, an amount equal to all ARENA Funding paid to any payments received by the Recipient if from a third party on account of making available the same reserve for demand response as that specified in a reserve contract, other than payments from AEMO under a reserve contract. For the avoidance of doubt, this does not prevent the Recipient commits a Material Breach (other from contracting with third parties for demand response activities provided it is not paid for the same reserve actually activated more than an Insolvency Event) and ARENA terminates this Agreement under clause 32once; (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and (whether or not ARENA has terminated this the Agreement in accordance with clause 3315.1(c)). 35.2 16.2 ARENA may only exercise its rights give the Recipient a repayment notice requiring the Recipient to repay to ARENA an amount which ARENA is entitled to recover under clause 35.116.1. The Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount (including interest calculated as set out in clause 16.4) specified in the repayment notice. 16.3 ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 16.1. ARENA can exercise this right in its absolute discretion and is not required to exercise this discretion for the Recipient's benefit. 16.4 The Recipient must pay interest to ARENA in connection with any amount notified as owing to ARENA under clause 16.1. The rate of interest will be calculated: (a) on the amount to be repaid to ARENA as set out in ARENA's repayment notice; (b) at the Interest Rate; (c) on a semi-annually compounding basis upon the principal amount specified in the notice as repayable to ARENA; and (d) from and including the date the amount is payable under clause 16.2 up to but excluding the day on which the Recipient repays the total amount specified in the notice as owing to ARENA, without any set off, counter-claim, condition, abatement, deduction or withholding. 16.5 This clause 16 does not limit any other right or remedy of ARENA. 16.6 The Recipient acknowledges that the amounts to be paid by it to ARENA under this clause 16 are a genuine pre- estimate of the losses incurred by ARENA for the defaults described in this clause 16. 16.7 ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 16 shall not exceed the amount of ARENA Funding paid to the Recipient. 16.8 ARENA agrees that it shall not receive repayment under both clause 16.1(d) and 16.1(e) with respect to the same event.

Repayment of ARENA Funding. 35.1 16.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) (misspent fundsARENA Funding): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at ARENA Funding): the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding on Eligible Expenditure in accordance with this Agreement at the End Date (or earlier termination of this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28); (c) (Abandoned Projectabandoned Activity): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project Activity (whether or not ARENA has terminated this the Agreement in accordance with clause 32.1(a15.1(b)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Projectso; (d) (Alternative use of reserve): if the Recipient Contributions and Other Contributions responds to a Request for Tender but does not used): if, as at activate the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for reserve pursuant to the Projectrelevant reserve contract, an amount that represents equal to $[1000]/MWh of reserve shortfall to the same proportion of amount required under the ARENA Funding relevant reserve contract, capped at the Payment Instalment (as may be adjusted pursuant to this Agreement) attributable to the Recipient Contributions and Other Contributions which have not been used are of Performance Amount for the total Recipient Contributions and Other Contributionsrelevant Payment Period; (e) (Material Breach): subject to clause 35.2double recovery) unless otherwise agreed by ARENA in writing, an amount equal to all ARENA Funding paid to any payments received by the Recipient if by a third party on account of making available the Recipient commits a Material Breach (same reserve for demand response, other than an Insolvency Event) and ARENA terminates this Agreement payments from AEMO under clause 32a reserve contract; (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and (whether or not ARENA has terminated this the Agreement in accordance with clause 3315.1(c)). 35.2 16.2 ARENA may only exercise its rights give the Recipient a repayment notice requiring the Recipient to repay to ARENA an amount which ARENA is entitled to recover under clause 35.116.1. The Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount (including interest calculated as set out in clause 16.4) specified in the repayment notice. 16.3 ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 16.1. ARENA can exercise this right in its absolute discretion and is not required to exercise this discretion for the Recipient's benefit. 16.4 The Recipient must pay interest to ARENA in connection with any amount notified as owing to ARENA under clause 16.1. The rate of interest will be calculated: (a) on the amount to be repaid to ARENA as set out in ARENA's repayment notice; (b) at the Interest Rate; (c) on a semi-annually compounding basis upon the principal amount specified in the notice as repayable to ARENA; and (d) from and including the date the amount is payable under clause 16.2 up to but excluding the day on which the Recipient repays the total amount specified in the notice as owing to ARENA, without any set off, counter-claim, condition, abatement, deduction or withholding. 16.5 This clause 16 does not limit any other right or remedy of ARENA. 16.6 The Recipient acknowledges that the amounts to be paid by it to ARENA under this clause 16 are a genuine pre- estimate of the losses incurred by ARENA for the defaults described in this clause 16. 16.7 ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 16 shall not exceed the amount of ARENA Funding paid to the Recipient. 16.8 ARENA agrees that it shall not receive repayment under both clause 16.1(d) and 16.1(e) with respect to the same event.

Repayment of ARENA Funding. 35.1 21.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, ): the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreementthe End Date; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28or (c) (Abandoned ProjectActivity): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project Activity (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a19.1(a)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, or otherwise within that timeframe, timeframe demonstrate to ARENA’s 's satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned abandoning the ProjectActivity; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone End Date, Recipient Contributions or Other Contributions have not been used for the ProjectActivity, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been used are of the total Recipient Contributions and Other Contributions; (e) (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 3219.1(a); (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates this Agreement under clause 32.1(d19.1(c); or (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and (whether or not ARENA has terminated this Agreement in accordance with clause 3319.1(d)). 35.2 ARENA may only exercise its rights under clause 35.1

Repayment of ARENA Funding. 35.1 ‌ 25.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and and‌ payable on demand in accordance with clause 35.325.2) in the circumstances and to the extent specified below: (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s 's opinion, acting reasonably, and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the RecipientRecipient as at the Final Milestone Date; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28; (c) (Abandoned Project): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned the Project (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Project; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for the ProjectStudy, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been used are of the total Recipient Contributions and Other Contributions; (ed) (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 32;23; and (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); or (ge) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 3324. 35.2 25.2 Where ARENA may only exercise its rights gives the Recipient a repayment notice under clause 35.125.1, the Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount specified in the repayment notice.‌ 25.3 ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 25.1 and is not required to exercise this discretion for the Recipient's benefit. 25.4 The Recipient acknowledges that the amounts to be paid to ARENA under this clause 25 are a genuine pre-estimate of the losses incurred by ARENA for the defaults described in this clause 25. 25.5 ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 25, shall not exceed the amount of ARENA Funding paid to the Recipient. 25.6 This clause 25 does not limit any other right or remedy of ARENA.

Repayment of ARENA Funding. 35.1 ‌ 34.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.334.3) in the circumstances and to the extent specified below:below:‌ (a) (misspent funds): the amount of any ARENA Funding which, in ARENA’s 's opinion, acting reasonably, and at any time, has been spent or used other than in accordance with this Agreement; (b) (unspent funds): (i) at the Final Milestone Date, the full amount of any ARENA Funding which has not been spent or Legally Committed by the Recipient; or (ii) any amount of ARENA Funding which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28; (c) (Abandoned Project): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned the Project (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a31.1(a)) and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, otherwise within that timeframe, demonstrate to ARENA’s satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned the Project; (d) (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone Date, Recipient Contributions or Other Contributions have not been used for the Project, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been used are of the total Recipient Contributions and Other Contributions; (e) (Material Breach): subject to clause 35.234.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 32;31;‌ (f) (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates under clause 32.1(d); oror‌ (g) (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 3332. 35.2 34.2 ARENA may only exercise its rights under clause 35.134.1(e) where the Recipient:‌ (a) commits any breach of clauses 21.1(a) (transaction permitted), 21.1(c) (no misleading information), 21.1(e) (employee entitlements), 21.1(g) (legal capacity), 21.1(h) (financial capacity), 21.1(i) (insolvency) or 21.1(k) (qualifications); (b) commits a breach of a material nature of clause 18 (Use of ARENA Funding), clause 22.1(c) (Modern Slavery) clause 19 (Contributions), clauses 21.1(f) (Intellectual Property), 21.1(j) (Applicable Guidelines) or 21.1(l) (trustee), clauses 22.1(a) (Laws), 22.1(d) (WHS Law), 22.1(f) (Privacy), 22.1(g) (FOI), 14 (Intellectual Property) or 14.5 (Moral Rights), clause 23.2(a) (Disposal of Assets) or clause 26 (Confidentiality); or (c) commits a breach of a material nature of clause 2 (Undertaking the Project), clause 7.1 (Knowledge Sharing), clause 11 (Reports and Plans), clauses 21.1(d) (conflicts of interest), clause 22.1(k) (Conflicts), or clause 10.1 (Reporting), and ARENA determines, acting reasonably, that such breach materially impacts the ability of the Recipient to achieve the Outcomes.

Repayment of ARENA Funding. 35.1 Notwithstanding anything else in this Agreement, ARENA may recover some or all of the ARENA Funding from the Recipient (as a debt due and payable on demand in accordance with clause 35.3demand) in the circumstances and to the extent specified below: (a) : (misspent funds): the amount of any ARENA Funding which, in ARENA’s opinion, 's opinion (acting reasonably, ) and at any time, has been spent or used other than in accordance with this Agreement; (b) ; (unspent funds): (i) at the Final Milestone Date, ): the full amount of any ARENA Funding which has not been spent or Legally Committed by the RecipientRecipient as at the End Date; or (ii) any or the amount of any ARENA Funding in excess of the amount identified in item 13 of the Project Details, which has been paid to the Recipient and not been spent or Legally Committed by the Recipient as at a due date for payment of further ARENA Funding in accordance with this Agreement; Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 28 (c) (Abandoned Project): an amount equal to all ARENA Funding paid to the Recipient if the Recipient has Abandoned Abandons the Project (whether or not ARENA has terminated this Agreement in accordance with clause 32.1(a23.1(a)) ), and does not resume performance within 10 Business Days after receiving notice requiring it to do so or, or otherwise within that timeframe, timeframe demonstrate to ARENA’s 's satisfaction (acting reasonably) that there are reasonable technical grounds for having Abandoned abandoning the Project; (d) ; (Recipient Contributions and Other Contributions not used): if, as at the Final Milestone End Date, Recipient Contributions or Other Contributions have not been provided and used for the Project, an amount that represents the same proportion of the ARENA Funding as the Recipient Contributions and Other Contributions which have not been provided and used are of the total Recipient Contributions and Other Contributions; (e) ; (Material Breach): subject to clause 35.2, an amount equal to all ARENA Funding paid to the Recipient if the Recipient commits a Material Breach (other than an Insolvency Event) and ARENA terminates this Agreement under clause 32; (f) 23.1(a); (Change in Control): an amount equal to all ARENA Funding paid to the Recipient if there is a Change in Control of the Recipient without ARENA’s prior written consent (such consent to be provided acting reasonably) and ARENA terminates this Agreement under clause 32.1(d23.1(c); or (g) or (Insolvency Event): an amount equal to all ARENA Funding paid to the Recipient if an Insolvency Event occurs in respect of the Recipient and ARENA has terminated this Agreement in accordance with clause 33. 35.2 23.1(d). Where ARENA may only exercise its rights gives the Recipient a repayment notice requiring the Recipient to repay to ARENA an amount which ARENA is entitled to recover under clause 35.125.1, the Recipient must, within 20 Business Days of the date of the repayment notice, repay the amount (including interest calculated as set out in clause 25.4) specified in the repayment notice. ARENA can elect to require repayment of a lesser amount of ARENA Funding than otherwise required under clause 25.1. ARENA can exercise this right in its absolute discretion and is not required to exercise this discretion for the Recipient's benefit. The Recipient must pay interest to ARENA in connection with any amount notified as owing to ARENA under clause 25.1. The rate of interest will be calculated: on the amount to be repaid to ARENA as set out in ARENA's repayment notice; at the Interest Rate; on a semi-annually compounding basis upon the principal amount specified in the notice as repayable to ARENA; and from and including the date the amount is payable under clause 25.2 up to but excluding the day on which the Recipient repays the total amount specified in the notice as owing to ARENA, without any set off, counter-claim, condition, abatement, deduction or withholding. The Recipient acknowledges that the amounts to be paid by it to ARENA under this clause 25 are a genuine pre-estimate of the losses incurred by ARENA for the defaults described in this clause 25. ARENA and the Recipient agree that the amount of any repayments payable to ARENA by the Recipient under this clause 25 shall not exceed the amount of ARENA Funding paid to the Recipient. This clause 25 does not limit any other right or remedy of ARENA. Dispute Resolution A party must comply with this clause 26 in relation to any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination (Dispute), before starting court proceedings except proceedings for urgent interlocutory relief. After a party has sought or obtained any urgent interlocutory relief, that party must follow this clause 26. Any party claiming a Dispute has arisen must give the other parties to the Dispute a notice setting out details of the Dispute (Notice of Dispute). Within 10 Business Days after a Notice of Dispute is received (or longer period if the parties to the Dispute agree in writing), each party to the Dispute must use all reasonable endeavours through a meeting of Senior Management (or their nominees) to resolve the Dispute. If the Dispute is not resolved within 10 Business Days under clause 26.3, the Dispute shall be referred to a mediator upon either party’s request. If the parties cannot agree on a mediator within seven days after the request, the chair of Resolution Institute or the chair's nominee will appoint a mediator.