Name of Individual Or Corporate Seller

Draft No. dated DN

Document dated: DN

[Name of individual or corporate seller]

[ACN/ABN/ARBN]

(Seller)

and

[Name of individual or corporate buyer]

[ACN/ABN/ARBN]

(Buyer)

ASSET SALE AGREEMENT

Contents

PARTIES 1

RECITALS 1

PROVISIONS 1

1 INTERPRETATION 1

1.1 Capitalised Definitions 1

1.2 Interpretational Rules 6

1.3 Performance 7

2 ASSET SALE 7

2.1 Sale And Purchase 7

2.2 Title Transfer 7

2.3 Purchase Price 7

2.4 Price Apportionment 8

2.5 Price InclusionsOPT 8

2.6 GST Status 8

2.7 Purchase Deposit OPT 9

2.8 Purchase Payment DN 9

2.9 Equipment Severance 9

2.10 Sale Notification 9

2.11 Payments 9

3 PURCHASE CONDITIONS 10

3.1 Conditions Precedent 10

3.2 Condition Compliance 10

3.3 Condition Waiver 11

3.4 Subsequent Compliance 11

4 REPRESENTATIONS 11

4.1 Seller Representations OPT 11

4.2 Application OPT 11

4.3 Buyer Reliance OPT 11

4.4 Buyer Knowledge Exclusion OPT 12

4.5 Implied Term Exclusion OPT 12

4.6 Corporate Representations OPT 12

4.7 Individual Representations OPT 13

5 Asset RISK 13

5.1 Asset Risk 13

5.2 Insurance Cover 13

5.3 Asset Loss 13

6 CONTRACTUAL ASSET TRANSFER 14

6.1 Contractual Transfer 14

6.2 Novation Transfer 14

6.3 Rights Transfer 14

6.4 Transfer Consents 14

6.5 Transfer Notification 14

6.6 Transfer Action 14

6.7 Transfer Completion 15

6.8 Transfer Documents 15

6.9 Contractual Benefit 15

6.10 Third Party Set-Off 15

6.11 Buyer Contractual Performance 16

6.12 Seller Contractual Performance 16

6.13 Lease Possession 16

6.14 Leased Assets 17

6.15 Lease Guarantees 17

6.16 Transfer Failure 18

7 PRE-COMPLETION 18

7.1 Information 18

7.2 Asset Value 19

7.3 Restricted Action 19

8 COMPLETION VALUE 20

8.1 Equipment Valuation 20

8.2 Inventory Valuation 20

9 COMPLETION CALCULATION 21

9.1 Completion Statement 21

9.2 Buyer Review 22

9.3 Final Calculation 22

9.4 Accountant Agency 23

10 COMPLETION 23

10.1 Completion Date 23

10.2 Seller Action 23

10.3 Buyer Action 24

10.4 Completion Receipts 24

10.5 Completion Documents 24

10.6 Completion Action 24

10.7 Completion Deferment 25

11 TERMINATION AND DEFAULT REMEDIES 25

11.1 Performance Notification 25

11.2 Mutual Termination Events 26

11.3 Buyer Termination Events 26

11.4 Buyer Default Remedies 26

11.5 Seller Default Remedies 26

11.6 Termination Effects 27

11.7 Material Loss Adjustment 27

11.8 Damages Assessment 28

11.9 Seller Liability Limitation OPT 28

12 INDEPENDENT ASSESSMENT OPT 28

13 INDEMNITY 29

14 COSTS 30

15 DUTIES 30

15.1 Payment 30

15.2 Indemnity 30

16 GST 30

17 ASSIGNMENT 31

18 NOTICES 31

18.1 Form 31

18.2 Service Method 31

19 GOVERNING LAW AND JURISDICTION 32

19.1 Governing Law 32

19.2 Jurisdiction 32

19.3 Submission 32

20 GENERAL PROVISION 32

20.1 Amendments 32

20.2 Third Parties 32

20.3 Pre-Contractual Negotiation 32

20.4 Further Assurance 32

20.5 Continuing Performance 32

20.6 Waivers 33

20.7 Remedies 33

20.8 Severability 33

20.9 Counterparts 33

Schedule 1: Completion Conditions Precedent 34

Schedule 2: Sale Assets 35

Schedule 3: Sale Asset Value 36

Schedule 4: Sale Completion 37

Schedule 5: Sale Warranties OPT 39

Asset Sale Agreement (Short Form)

ASSET SALE AGREEMENT dated

PARTIES

1 of [ACN/ABN/ARBN] a company registered in of [Name of individual or corporate seller] (“Seller”); and

2 of [ACN/ABN/ARBN] a company registered in of [Name of individual or corporate buyer] (“Buyer”).

RECITALS

A The Seller is the owner or lessee of the assets specifically described in Schedule 2: Sale Assets.

B The Seller wishes to sell and the Buyer wishes to purchase the sale assets upon and subject to the provisions of this Agreement.

PROVISIONS

THE PARTIES AGREE:

1 INTERPRETATION

1.1 Capitalised Definitions

Meanings apply to capitalised terms used in this Agreement as specified in this provision, unless the context otherwise requires:

“Completion Calculation Time” means the close of the last business day before the Completion Date or any other date and time agreed at any time between the Seller and the Buyer;

“Completion Date” means the actual date of Contract Completion;

“Completion Statement” means the statement to be prepared by the Seller under clause 9.1 (Completion Statement) for the purposes of Contract Completion, whether in draft or final form;

“Contract Completion” means the completion of the sale and purchase of the Sale Assets through full performance by each party of its liability under clause 10 (Completion);

“Contract Default” means:

(a) any Warranty Default; or OPT

(b) any [other]OPT default under or breach of this Agreement by the Seller;

“Contractual Asset” means any Sale Asset comprising any:

(a) Property Lease;

(b) Equipment Lease;

(c) Sale Consent;

(d) Sale Insurance; or

(e) Product Warranty;

“Equipment Asset” means each item of equipment held by the Seller and specified under the caption Equipment Assets in Schedule 2: Sale Assets, but excluding any Leased Asset;

“Equipment Lease” means each lease agreement created or held by the Seller in relation to any equipment possessed by the Seller specified under the caption Equipment Leases in Schedule 2: Sale Assets;

“Excess Inventory” means any Inventory Assets excluded from the Sale Assets under the clause 8.2 (Inventory Valuation) if total assessment value of Inventory Assets exceeds the Maximum Inventory Value;

“Excluded Asset” means any:

(a) Excluded Inventory;

(b) Excess Inventory;

(c) Excluded Insurance;

(d) Excluded Record;

(e) Sale Consent, Sale Insurance, Product Warranty or other asset which is legally incapable of transfer under this Agreement; and

(f) any Sale Asset excluded from the Sale Assets under any provision of this Agreement;

“Excluded Insurance” means any Sale Insurance specified under the caption Excluded Insurances in Schedule 2: Sale Assets;

“Excluded Inventory” at any time, means any Inventory Asset that:

(a) is not saleable at a full and fair price in the usual course of business activity at the applicable supplier price, because of damage, defectiveness, obsolescence or excess quantity;

(b) has been ordered or purchased by, but not delivered to, the Seller before the Completion Calculation Time; or

(c) has been sold or leased by the Seller before the Completion Calculation Time under any credit or conditional sale agreement, lease, hire purchase agreement, sale and lease-back agreement or other title retention agreement;

“Excluded Record” means:

(a) any Sale Asset Record which the Seller is compelled by law to retain in its possession; and

(b) any other Sale Asset Record specified under the caption Excluded Records in Schedule 2: Sale Assets;

“Freehold Land” means the freehold real property assets specified under the caption Freehold Land in Schedule 2: Sale Assets;

“GST” has the meaning defined in A New Tax System (Goods and Services Tax) Act 1999;

“Intellectual Property Asset” means any intellectual property of the Seller specified under the caption Intellectual Property Assets in Schedule 2: Sale Assets;

“Inventory Asset” means any item of inventory specified under the caption inventory assets in Schedule 2: Sale Assets and held by the Seller at the Completion Calculation Time;

“Leased Asset” means any asset possessed by the Seller as lessee under any Equipment Lease;

“Leased Property” means any land possessed by the Seller as lessee under any Property Lease;

“Loss Event”OPT in relation to any Sale Asset, means any loss of or relating to that Sale Asset arising by reason of any fire, storm, flood, lightning, earthquake or other fact, whether accidental, intentional or negligent;

“Material Default” means:

(a) any Material Warranty Default; or OPT

(b) any [other]OPT material Contract Default by the Seller under this Agreement;

“Material Loss” DNin relation to any Sale Asset, means any Loss Event that materially adversely affects the value, use or functionality or that Sale Asset for the period of days until rectification of that Loss Event;

“Material Warranty Default”OPT means any Warranty Default which separately or collectively:

(a) would result in:

(i) any liability in debt or damages being incurred by the Seller to the Buyer;

(ii) the value of the Sale Assets being decreased; or

(iii) any liability connected with the Sale Assets being increased,

in any aggregate amount exceeding $; or

(b) in the decision of the Buyer made in good faith and on reasonable grounds, would have a material adverse effect on the fulfilment of the business purpose or intention of the Buyer in purchasing the Sale Assets;

“Maximum Inventory Value” means the amount of $;

“Product Warranty” means any agreement created by any supplier with any person in connection with any promotion, supply or maintenance activity of or concerning any goods comprising, or affixed or attached to, any Sale Assets in relation to:

(a) quality, performance, characteristics or reinstatement;

(b) provision of required services;

(d) future availability of identical, similar or connected goods,

enforceable by the Seller against that supplier, whether or not through direct agreement between the Seller and that supplier;

“Property Lease” means each lease of land created or held by the Seller as lessee as specified under the caption Property Leases in Schedule 2: Sale Assets;

“Proposed Completion Date” means:

(a) [Date];

(b) any later date agreed between the parties for the purposes of Contract Completion; or

“Purchase Deposit” means the amount of $; OPT

“Purchase Price” means the aggregate amount specified or calculated under clause 2.3 (Purchase Price);

“Sale Asset” means any:

(a) Freehold Land;

(b) Property Lease;

(d) Equipment Asset;

(e) Equipment Lease;

(f) Inventory Asset;

(g) Sale Insurance;

(h) Sale Asset Record;

(i) Sale Consent;

(j) Product Warranty; and

(k) any other asset agreed between the Seller and the Buyer to be transferred under this Agreement,

and all the legal and beneficial right, title and interest of the Seller to or in any Sale Asset within any previous meaning at any time, but excluding any Excluded Asset;

“Sale Asset Category” means each category of Sale Asset specified under the caption Sale Asset Category in Schedule 3: Sale Asset Value;

“Sale Asset Record” means any business record of the Seller connected with the Sale Assets kept by or on behalf of the Seller at any time before, and held by the Seller at, Contract Completion;

“Sale Asset Value” in relation to a Sale Asset Category, means:

(a) the amount in dollars specified opposite that Sale Asset Category in Schedule 3: Sale Asset Value; or

(b) the amount in dollars of the assessment of that Sale Asset Category effected under any provision of this Agreement;

“Sale Consent” means any regulatory or contractual consent or licence procured by the Seller or any other person from any governmental or public agency or other person necessary or desirable for the execution, performance, validity or enforceability of any agreement, document or action connected with the Sale Assets;

“Sale Insurance” means:

(a) each insurance procured at any time by the Seller or any other person in connection with the Sale Assets, in which the Seller has a legal interest as insured, loss payee or other beneficiary, including any insurance specified under the caption Sale Insurances in Schedule 2: Sale Assets;

(b) any proceeds of that insurance;

(d) any agreement or document evidencing the legal interest of the Seller in that insurance;

“Sale Land” means:

(a) the Freehold Land; and

(b) the Leased Property;

“Sale Lease” means any:

(a) Property Lease; and

(b) Equipment Lease;

“Sale Warranty” means each statement contained in Schedule 5: Sale Warranties OPT to take effect as a representation and warranty by the Seller under clause 4 (Representations); OPT

“Specified Rate” means interest at the rate of % per annum; and

“Warranty Default” means any default under or breach of any Sale Warranty by the Seller. OPT

1.2 Interpretational Rules

Rules of interpretation apply to this Agreement as specified in this provision, unless this Agreement specifies otherwise:

(a) (headings): headings and subheadings are for convenience only and do not affect interpretation;

(b) (plurality): words denoting the singular number include the plural, and the converse also applies;

(d) (variants): a defined word or expression has corresponding effect in relation to its other grammatical forms;

(e) (parties): any reference to a party to any agreement or document includes its executors, administrators, legal personal representatives, successors and permitted assigns and substitutes by way of assignment or novation;

(f) (amendments): any reference to any agreement or document includes that agreement or document as amended, ratified, supplemented, novated or replaced at any time;

(g) (provisions): any reference to a provision, comprising a clause, recital, schedule, annexure, exhibit, appendix or attachment, is a reference to a provision of this Agreement;

(h) (inclusions): the words “include”, “including”, “for example”, and similar expressions are used without limitation;

(i) (time): the expression “at any time” includes reference to past, present and future time and the performance of any action from time to time and any liability at all times during any specified period;

(j) (liability): any liability, representation or warranty undertaken by, or right conferred on, 2 or more persons binds or benefits all of those persons jointly and each of them severally;

(k) (business day): the expression “business day” means any day on which trading banks generally are open for business in the place of receipt of any written notice, payment of any moneys or performance of any liability by any party contemplated or required under this Agreement, excluding a Saturday, Sunday or public holiday in that place; and

(l) (insolvency event): the expression “insolvency event” in relation to any person, means the fact of that person:

(i) being, or stating that that person is, an insolvent under administration or insolvent, within the meaning of the Corporations Act 2001;

(ii) being in or under, or effecting, any liquidation, winding up, dissolution, bankruptcy, receivership, management, voluntary administration, deed of company arrangement, scheme of arrangement, composition, moratorium, suspension of payment or property transfer for the benefit of creditors;

(iii) having any asset in the possession or control of any person holding or entitled to any mortgage, charge, encumbrance, pledge, lien or other security interest resulting from any default by that person;

(iv) being taken to have failed to comply with any statutory demand, within the meaning of section 459F(1) of the Corporations Act 2001;

(v) being subject to or affected by any fact specified in section 459C(2) or section 585 of the Corporations Act 2001;

(vi) being, or stating that that person is, unable to pay all the debts of that person as and when they become due and payable; or

(vii) being subject to or affected by any fact substantially similar to or analogous with any previous item under the law of any country or jurisdiction.

(m) (security interest): the expression “security interest” includes any mortgage, charge, pledge, lien, encumbrance or other security interest of any nature or description, including any security interest within the meaning of, and as defined in, the Personal Property Securities Act 2009 (Cth).