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Shareholders Agreement

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Please enter the name of the Company that this agreement relates to. If any suffixes such as "Pty Ltd" apply, include those suffixes here. Do not include the Australian Company Number, this will be included at the next step.

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SHAREHOLDERS AGREEMENT

________ (ACN.................................................)




THIS AGREEMENT is made the..................... day of................................................


BETWEEN THE COMPANY (hereinafter "the Company"):

________ (ACN.................................................) of:

________


AND THE SHAREHOLDERS (hereinafter "the Shareholders" or individually "Shareholder"):

________ of:

________

AND:

________ of:

________



(1) BACKGROUND

(A) The Company was incorporated on ________ in ________.

(B) The Shareholders and the Company (hereinafter "the Parties") have agreed to enter this Shareholders Agreement ("this Agreement") in order to record and govern the relationship between the Shareholders and the Company and between each of the Shareholders respectively.

(C) The Parties agree to comply with and intend to be bound by the terms of this Agreement.


(2) DEFINITIONS

Agreement means this Shareholders Agreement.

Board
means the board of Directors of the Company.

Business Day means a day which is not a Saturday, Sunday or public holiday in New South Wales.

Class means a class of Shares in the Company.

Commencement Date means ________.

Company means ________ (ACN.................................................)

Company Address means:

________

Confidential Information means any and all material and information (whether written or oral) disclosed by one Party ("the Disclosing Party") to the other Party ("the Receiving Party"), whether directly, indirectly or as a result of the Receiving Party's observation and including but not limited to information which is:

(a) information of whatever nature relating to the activities, practices and finances of the Company or the Disclosing Party; and

(b) information of whatever nature relating to negotiations between the Parties to this Agreement; and

(c) information which is identified as confidential by the Disclosing Party or by the Company at the time of disclosure; and

(d) information which is of such a nature that it should reasonably be considered confidential by the Receiving Party; and

(e) any information derived from any other information which falls within this definition of Confidential Information; and

(f) any copy of any Confidential Information.

but does not include information which:

(a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party, provided that it was known or in the possession of the Receiving Party through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Receiving Party was a party to such other agreement or obligation); or

(b) is, or becomes, publicly available, through no fault of the Receiving Party;

(c) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(d) is provided to the Receiving Party by the Disclosing Party and is marked "Non Confidential"; or

(e) is required by law, regulation or by the requirements of a stock exchange to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Disclosing Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

Consequential Losses in relation to a breach of this Agreement means an indirect loss resulting from the said breach of this Agreement, which includes but is not limited to a loss of goodwill, loss of profit, loss of revenue, other financial loss, loss of contract, third party liability, contractual liability or other debt or liability.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Deed of Accession means a deed of accession which binds a purchaser, receiver or transferee of Shares to the terms of this Agreement.

Default means a default as defined in the "Default by Shareholder" clause of this Agreement.

Director means a person elected or appointed to the position of director of the Company in accordance with this Agreement and with the Constitution, and includes any alternate Director (if applicable).

Disclosing Party means the Party which possesses the rights in relation to an item of Confidential Information which is being disclosed to the Receiving Party. As any Party to this agreement may disclose Confidential Information in connection with this Agreement, the term "Disclosing Party" may refer to any Party as the context requires.

Encumbrance means a mortgage, security interest, charge, pledge, lien, preferential right, trust arrangement, title retention, contractual right of set off, or any other encumbrance or security arrangement in favour of any person or entity.

Financial Year means the financial year of the Company, each of which is a period of 12 months commencing on 1 July and ending on 30 June, except that the first of which will be the period commencing on the Commencement Date and ending on the following 30 June.

GAAP means generally accepted accounting principles.

IPO means an initial public offering of Shares in the Company or of shares in a holding company of the Company, combined with a listing or quotation of the said Shares or of shares in a holding company of the Company on a recognised stock exchange.

Party means a party to this Agreement, whether a Shareholder or the Company.

Parties means more than one party, collectively.

Receiving Party means (as the context requires) the Party which receives, or is provided access to, Confidential Information under this Agreement. As any Party to this agreement may receive Confidential Information in connection with this Agreement, the term "Receiving Party" may refer to any Party as the context requires.

Related Body Corporate means, in relation to a body corporate ("the First Body Corporate"), a body corporate which is related to the First Body Corporate, within the meaning of section 50 of the Corporations Act.

Share means an ordinary share in the capital of the Company.

Shareholder means the holder of a Share at a particular time.

Simple Majority in relation to a resolution, means more than 50% of the votes that are entitled to be cast in relation to that resolution (whether in person or by proxy).

Special Majority in relation to a resolution, means at least 75% of the votes that are entitled to be cast in relation to that resolution (whether in person or by proxy).

Subsidiary means, in relation to a body corporate ("the First Body Corporate"), a subsidiary of the First Body Corporate, within the meaning of section 46 of the Corporations Act.


(3) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) If a word or phrase is defined in a particular clause of this Agreement and appears capitalised and in parentheses, ("Like This") then that defined meaning for the word or phrase applies throughout the clause in which the word or phrase is defined.

(e) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(f) Any reference to time is a reference to time in ________.

(g) Any reference to a period of time, unless otherwise provided, is a reference to a calendar period of time.

(h) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(i) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(j) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(k) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(l) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(m) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(n) A reference to a clause, schedule, annexure, recital or exhibit is a reference to a clause, schedule, annexure, recital or exhibit of this Agreement.

(o) A reference to a power is also a reference to an authority and discretion.

(p) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(q) A word or phrase which has a defined meaning in the Corporations Act, unless otherwise defined in this Agreement, has the same meaning in this Agreement.

(r) Any reference to money or currency, unless otherwise specified, is a reference to Australian Dollars.


(4) COMMENCEMENT

Except as otherwise agreed between the Shareholders:

(a) the rights and obligations created under this "Commencement" clause, and under the clauses headed "Termination", "Written Communication", "Applicable Law", and "General Provisions" will commence on the date of this Agreement; and

(b) all other rights and obligations created under this Agreement will commence on the Commencement Date.


(5) SHARE CAPITAL

________ is a private company limited by shares incorporated in Australia and with an issued share capital of ________ ordinary shares, owned immediately prior to the Commencement Date wholly by ________.


(6) RELATIONSHIP BETWEEN PARTIES

(a) Nothing in this Agreement is intended to create a partnership between any of the Parties.

(b) Except as otherwise expressly stated in this Agreement, nothing in this Agreement authorises any Party to act as agent or trustee for any other Party.

(c) Except as otherwise expressly stated in this Agreement, nothing in this Agreement authorises any Party to enter any legal, equitable or other commitment or obligation on behalf of any other Party.


(7) OTHER DOCUMENTS

(a) This Agreement is to be read together with the Constitution.

(b) In the event that there is inconsistency between this Agreement and the Constitution, it is the intention of the Parties that, to the extent of the inconsistency, this Agreement prevails and the Constitution is interpreted subject to the terms of this Agreement.


(8) DEALING WITH SHARES

(a) No Shareholder may deal with its right title or interest in any Share(s) (in whole or in part) except as described in this clause, and subject to the "New Shareholders" clause of this Agreement.

(b) A Shareholder may transfer its right title or interest in any Share(s) (in whole or in part) to a related body corporate of the said Shareholder.

(c) A Shareholder may transfer its right title or interest in any Share(s) (in whole or in part) in accordance with the "Shareholder Option to Purchase" clause of this Agreement.

(d) No Shareholder may create or grant any Encumbrance over any of the Shareholder's Shares unless the party receiving the benefit of the Encumbrance ("Secured Party") validly executes a deed whereby it covenants in favour of the parties to this Agreement that in the event that the Secured Party intends to take any action in relation to its Encumbrance over the said Shares (for example, by taking possession of the said Shares or by exercising a power of sale in relation to the said Shares), it will be bound by the provisions of this Agreement.


(9) NEW SHAREHOLDERS

(a) No person or entity may become a Shareholder unless that person or entity becomes a Party to this Agreement.

(b) No Shareholder may transfer one or more Shares to any other person or entity unless that person or entity first becomes a Party to this Agreement.

(c) In order for any person or entity to become a Party to this Agreement under this clause, that person or entity must execute and deliver to all other Shareholders a Deed of Accession.


(10) SHAREHOLDER OPTION TO PURCHASE

(a) If a Shareholder ("the Transferring Shareholder") wishes to transfer any of its right title or interest in any Share(s) (in whole or in part), other than to a related body corporate of the said Transferring Shareholder, then the Transferring Shareholder must use the following procedure:

(I) the Transferring Shareholder must provide a notice to each other Shareholder ("Share Transfer Notice") which:

(A) states that the Transferring Shareholder wishes to transfer the said Share(s) ("the Transferring Shares"); and

(B) confirms the number of Shares that the said Transferring Shareholder intends to transfer; and

(C) states the price for which the said Transferring Shareholder proposes to transfer the said Shares ("the Sale Price"); and

(D) confirms the identity of any party or parties to which the Transferring Shareholder proposes to transfer the said Shares ("the Buyer").

(II) Upon receipt of a valid Share Transfer Notice, any other Shareholder ("the Purchasing Shareholder") may, within one (1) month of having received the Share Transfer Notice, serve a notice on the Transferring Shareholder ("Share Purchase Notice") which:

(A) states that the Purchasing Shareholder wishes to purchase some or all of the Transferring Shares from the Transferring Shareholder; and

(B) confirms the number of Shares that the Purchasing Shareholder wishes to purchase from the Transferring Shareholder; and

(C) confirms that the Purchasing Shareholder is willing to pay the Sale Price for the Shares.

(III) In the event that the Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will cause a contravention of the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) ("the FAAT Act"), then that Purchasing Shareholder's Share Purchase Notice will not be valid and the proposed purchase of shares will not be permitted under this Agreement.

(IV) In the event that:

(A) the Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will not cause a contravention of the FAAT Act; and

(B) no other Shareholder also serves a valid Share Purchase Notice on the Transferring Shareholder; and

(C) the Purchasing Shareholder's Share Purchase Notice confirms that the Purchasing Shareholder is willing to purchase all of the Transferring Shares;

then the Transferring Shareholder must sell and the Purchasing Shareholder must purchase all of the Transferring Shares for the Sale Price.

(V) In the event that:

(A) two or more Purchasing Shareholders serve valid Share Purchase Notices on the Transferring Shareholder; and

(B) each Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will not cause a contravention of the FAAT Act; and

(C) the total number of Shares that the Purchasing Shareholders cumulatively propose in their respective Share Purchase Notices to purchase, is no less than the number of Transferring Shares;

then the Transferring Shareholder must sell and the Purchasing Shareholders must purchase the Transferring Shares for the Sale Price.

(VI) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with the preceding sub-clause hereof, then the Purchasing Shareholders shall each respectively purchase:

(A) such proportion of Shares as agreed between the Purchasing Shareholders and the Transferring Shareholder; or

(B) in the event that the Purchasing Shareholders and Transferring Shareholder cannot reach an agreement under the preceding sub-clause hereof, then each Purchasing Shareholder shall respectively purchase a proportion of the Transferring Shares that is equal to the proportion of Shares that the Purchasing Shareholder held at the date that the Transferring Shareholder served the Share Transfer Notice ("the Share Proportions").

(VII) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with this Agreement, and one of those Purchasing Shareholders fails to complete the purchase of the Shares that it is required to purchase under this clause, then within ten (10) Business Days of the said failure to complete:

(A) the Transferring Shareholder will offer those Shares which are the subject of the said failure to complete ("the Leftover Shares") to the other Purchasing Shareholders, at the Sale Price, in such proportions as agreed between the Purchasing Shareholders and the Transferring Shareholder; or

(B) in the event that the Purchasing Shareholders and Transferring Shareholder cannot reach an agreement under the preceding sub-clause hereof, then the Transferring Shareholder will offer the Leftover Shares to the other Purchasing Shareholders, at the Sale Price, in the Share Proportions.

(VIII) In the event that the Transferring Shareholder makes an offer to sell the Leftover Shares under the preceding sub-clauses hereof, then the Purchasing Shareholders will have a further ten (10) Business Days, from the date of the said offer to sell the Leftover Shares, to accept the said offer ("the Offer Period").

(IX) In the event that the sale of some or all of the Transferring Shares is not accepted by the Purchasing Shareholders within the Offer Period, then:

(A) the Transferring Shareholder may rescind all other agreements to sell Shares to the Purchasing Shareholders under this clause; and

(B) the Transferring Shareholder will not be obliged to sell any of the Transferring Shares to any of the Purchasing Shareholders under this clause; and

(C) the Transferring Shareholder will have no liability to any Purchasing Shareholder who was proposing to purchase Shares under this clause but whose agreement to purchase those said Shares was rescinded by the Transferring Shareholder under the preceding sub-clause hereof; and

(D) in the alternative, the Transferring Shareholder may sell the Leftover Shares to any other person or entity, for no less than the Sale Price, within one (1) month of the expiration of the Offer Period.

(X) Notwithstanding the preceding sub-clauses hereof, in the event that:

(A) the Transferring Shareholder, acting in good faith, follows the procedures set out in this clause in order to offer the Transferring Shares to the other Shareholders; and

(B) no agreement is reached between the Transferring Shareholder and any other Shareholder within the time periods set out in this clause (through no fault of the Transferring Shareholder);

then the Transferring Shareholder may, within three (3) months of the date that the Transferring Shareholder served the Share Transfer Notice, sell the Shares to the Buyer, for no less than the Sale Price.

(XI) Any transfer of Shares under this clause must be an unencumbered transfer of Shares, unless otherwise expressly agreed between the parties to that said transfer.

(XII) Any transfer of Shares under this clause will occur at the registered office of the Company.

(XIII) Any transfer of Shares from the Transferring Shareholder to one or more Purchasing Shareholders under this clause will occur at 12pm on the date which is two (2) months after the date that the Transferring Shareholder served the Share Transfer Notice, or such other date as is agreed between the Transferring Shareholder and the Purchasing Shareholder(s).


(11) FUTURE SHARE ISSUES

In the event that the Company issues new Shares at any time ("New Shares"), then:

(a) if the New Shares belong to a Class of Share which already exists, then the Company must offer to each Shareholder a number of New Shares which would enable that Shareholder to maintain its existing proportion of that class of Shares; and

(b) if the New Shares belong to a new Class of Share, then the Company must offer to each Shareholder a number of New Shares which is proportionate to the Shareholder's holding of Shares, calculated on a pro rata basis.


(12) FURTHER CAPITAL CONTRIBUTIONS

Notwithstanding any other clause of this Agreement, the Shareholders may by Special Majority:

(a) resolve that the Company requires additional funds to meet any obligations of creditors or to continue to maintain the Company's business; and

(b) resolve to issue an interest-free loan to the Company on a pro rata basis.


(13) DRAG ALONG RIGHTS

(a) In the event that a Shareholder (hereinafter referred to in this clause as "Seller") intends to sell or transfer some or all of its Shares to a third party (hereinafter referred to in this clause as "Buyer"), and the Shares that it proposes to sell or transfer ("Sale Shares") represent ________% or more of the total number of Shares in the Company that exist at the time of the proposed sale or transfer, then:

(I) if the Seller is selling or transferring all of the Seller's Shares, then the Seller will have the option to require each of the remaining Shareholders ("the Remaining Shareholders") to also sell or transfer to the Buyer all of the Shares owned by each of the said Remaining Shareholders; or

(II) if the Seller is not selling or transferring all of the Seller's Shares, then the Seller will have the option to require each of the Remaining Shareholders to sell or transfer to the Buyer a proportion of the said Remaining Shareholder's Shares which is equivalent to the proportion of the total number of Shares held by the Seller which the Seller is proposing to sell or transfer ("Drag Along Proportion").

(b) Any sale or transfer of the Remaining Shareholder's Shares under this clause ("Drag Along Sale") shall occur in accordance with the following procedure:

(I) the Seller must serve a notice ("Drag Along Notice") on the Company and on all Remaining Shareholders which:

(A) confirms that the Seller is exercising its right to require a Drag Along Sale; and

(B) confirms the price per Share which the Buyer has agreed to pay for the Sale Shares ("Drag Along Price"); and

(C) confirms whether the Seller is selling all of the Seller's Shares, or, in the event that the Seller is not selling all of the Seller's Shares, confirming the Drag Along Proportion; and

(D) provides a copy of the terms and conditions that will apply to the Drag Along Sale.

(II) in the event that the Seller is selling all of the Seller's Shares, then upon receipt of a Drag Along Notice, each Remaining Shareholder must sell its respective Shares to the Buyer at the Drag Along Price and on the other terms and conditions as set out in the Drag Along Notice; and

(III) in the event that the Seller is not selling all of the Seller's Shares, then upon receipt of a Drag Along Notice, each Remaining Shareholder must sell the Drag Along Proportion of its respective Shares to the Buyer at the Drag Along Price and on the other terms and conditions as set out in the Drag Along Notice; and

(IV) each Remaining Shareholder must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required, including by signing all Share transfer documents, in order to transfer the said Remaining Shareholder's Shares in accordance with this "Drag Along Rights" clause, free from all Encumbrances; and

(V) the sale of each of the respective Remaining Shareholder's Shares in accordance with this "Drag Along Rights" clause must be completed on the dates set out in the Drag Along Notice, or on such other date as agreed between the respective Remaining Shareholder, the Seller and the Buyer; and

(VI) in the event that the Seller does not complete the sale of Shares in accordance with a Drag Along Notice ("the Purchase"), then:

(A) the Remaining Shareholders will not be required to sell their Shares in accordance with the Drag Along Notice; and

(B) the Drag Along Notice in relation to the Purchase will lapse; and

(C) all obligations under the said Drag Along Notice in relation to the Purchase will lapse.


(14) TAG ALONG RIGHTS

(a) In the event that a Shareholder (hereinafter referred to in this clause as "Seller") intends to sell or transfer some or all of its Shares ("Tag Along Shares") to a third party or to another Shareholder (hereinafter referred to in this clause as "Buyer"), under an arms-length, bona fide offer ("Tag Along Sale") then the Seller must serve a notice ("Tag Along Notice") on the Company and on all Remaining Shareholders which:

(I) confirms the identity of the Buyer; and

(II) confirms the price per Share which the Buyer has agreed to pay for the Tag Along Shares ("Tag Along Price"); and

(III) confirms the number of Tag Along Shares which the Seller proposes to sell to the Buyer; and

(IV) provides a copy of the terms and conditions that will apply to the Tag Along Sale.

(b) Within ten (10) Business Days of receipt of a Tag Along Notice, each remaining Shareholder ("Remaining Shareholder") will have the right to also sell such number of Shares (of the same Class as the Tag Along Shares) as represents a percentage of that Remaining Shareholder's total holding of Shares which is equal to or less than the percentage that the Tag Along Shares represent of the Seller's total holding of Shares (calculated as at the date on which the Tag Along Notice was served, and on the basis that all Shares have been converted to Ordinary Shares, in accordance with the terms of issue of those Shares) ("Tag Along Proportion").

(c) Any sale or transfer of the Remaining Shareholder's Shares under this clause ("Remaining Tag Along Sale") shall occur in accordance with the following procedure:

(I) the Remaining Tag Along Sale shall occur on the same terms and conditions as apply to the Tag Along Sale; and

(II) the sale price per Share for the Remaining Tag Along Sale shall be equal to the Tag Along Price; and

(III) any Remaining Shareholder that intends to sell some or all of its Shares under a Remaining Tag Along Sale must serve a notice on the Company and on the Seller ("Tag Acceptance Notice") which:

(A) confirms that the Remaining Shareholder intends to sell some or all of its Shares to the Buyer under a Remaining Tag Along Sale; and

(B) confirms the number of Shares that the Remaining Shareholder intends to sell under the Remaining Tag Along Sale, such number being less than or equal to the Tag Along Proportion.

(IV) in the event that a Remaining Shareholder serves a Tag Acceptance Notice on the Seller in accordance with this clause, the Seller must not sell any of the Tag Along Shares unless at the time of sale of the Tag Along Shares, all Shares specified in the Tag Acceptance Notice are also sold at the Tag Along Price and on the same terms and conditions as apply to the Tag Along Sale.

(V) at completion of the Tag Along Sale and of the Remaining Tag Along Sale under this "Tag Along Rights" clause:

(A) each Buyer must pay to the seller of the Shares that the Buyer is buying (whether that seller is the Seller or a Remaining Shareholder), the Tag Along Price per Share; and

(B) each selling Shareholder (whether that seller is the Seller or a Remaining Shareholder), must transfer title to the Shares it is selling to the Buyer free from all Encumbrances.

(d) Each Shareholder hereby severally and irrevocably appoints the Company as its attorney and agent:

(I) with the power to complete a sale of Shares in accordance with this "Tag Along Rights" clause; and

(II) with the power to execute all necessary documents, agreements and instruments as reasonably required, including all Share transfer documents, in order to complete a sale of Shares in accordance with this "Tag Along Rights" clause.

(e) In the event that the Company executes a document, agreement or instrument ("Document") on behalf of a Shareholder under the preceding sub-clause hereof, then the Company must provide a copy of that Document to the Shareholder on behalf of which the Company has executed the said Document.

(f) A Tag Along Notice cannot be revoked or withdrawn unless a majority of the Shareholders consent in writing to such revocation or withdrawal.

(g) Notwithstanding the provisions of this "Tag Along Rights" clause, in the event that all Shareholders consent in writing to a particular sale or transfer of Shares, then this "Tag Along Rights" clause will not apply.


(15) QUORUM AND VOTING BY SHAREHOLDERS

(a) Subject to this clause, a quorum for any Shareholder Meeting is a representative of each Shareholder.

(b) Notwithstanding the preceding sub-clause hereof, in the event that a quorum, as described in the preceding sub-clause hereof, is not present at a Shareholder Meeting ("the Initial Meeting") within one (1) hour of the commencement of the Shareholder Meeting, the following procedure will apply:

(I) the meeting will be adjourned to the tenth Business Day after the date of the Initial Meeting, with the subsequent meeting ("the New Meeting") to be held at the same time and location as the Initial Meeting; and

(II) a notice of the New Meeting will be sent in a timely manner to all Shareholders such that all Shareholders are given a reasonable opportunity to attend the New Meeting; and

(III) at the New Meeting, a quorum will be one (1) Shareholder.

(c) Unless otherwise provided in this Agreement, each Share entitles the holder of that Share to one vote in relation to any resolution at a Shareholder Meeting.

(d) Notwithstanding the preceding sub-clause hereof, a Shareholder will not be entitled to vote in relation to a resolution at a Shareholder Meeting if that Shareholder has a material conflict of interest, except with the express consent of all of the other Shareholders at the said Shareholder Meeting.

(e) In the event that a Shareholder is prohibited under the preceding sub-clause hereof from voting on a resolution at a Shareholders Meeting due to a conflict of interest, and that Shareholder's absence from the Shareholder Meeting would mean that quorum (which would otherwise have been achieved) would not be achieved, quorum will be deemed to have been achieved.

(f) At any Shareholder Meeting, unless every Shareholder is present (in person or by proxy), and all Shareholders (or their respective representatives) have agreed otherwise, no matters may be considered except for those matters which have been expressly disclosed in the notice convening the said Shareholder Meeting.

(g) Any Shareholder may attend a Shareholder Meeting in person or by technological means (which includes but is not limited to telephone or video conference) provided that the Shareholder can clearly hear and be heard by the other Shareholders at the Shareholder Meeting.


(16) SHAREHOLDER MEETINGS

(a) Shareholder Meetings must be held in the manner as provided by the Company's Constitution.

(b) Unless otherwise provided in this Agreement, a resolution may be passed by Shareholders at a Shareholder Meeting by a Simple Majority.


(17) CHAIRPERSON AT SHAREHOLDER MEETINGS

(a) At any Shareholder Meeting, the Shareholders will, by Simple Majority, appoint a Shareholder to be Chairperson.

(b) The Shareholders may, from time to time, by Simple Majority, remove a Shareholder from the position of Chairperson and appoint a different Shareholder as Chairperson.

(c) At any Shareholder Meeting, the Chairperson will have a casting vote, in addition to that Chairperson's deliberative vote.


(18) MATTERS FOR DETERMINATION BY SHAREHOLDERS

Notwithstanding any other provisions of this Agreement, unless approved by a Special Majority of Shareholders, or as otherwise required by law, the Company may not take any action or pass any resolution that relates to any of the following matters:

(a) a proposal to wind up the Company (except for a winding up due to insolvency);

(b) a proposal to alter the Constitution of the Company;

(c) any proposal to create a material change in the business of the Company;

(d) any increase in the share capital of the Company;

(e) any reduction in the share capital of the Company;

(f) the allotment or issue of any class of equity in the Company, including but not limited to a Share, debenture, preference share or any other class of equity;

(g) the allotment or issue of any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(h) a proposal to alter any rights attached to any Share, debenture, preference share or any other class of equity;

(i) a proposal to change any Company policy in relation to the distribution of dividends;

(j) a proposal to alter any rights attached to any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(k) a proposal to sell or otherwise dispose of any shares that the Company holds in any subsidiary company;

(l) a proposal to apply for the Company to become listed on the Australian Securities Exchange;

(m) a proposal to increase any annual remuneration or bonuses to be paid to any Director(s);

(n) a proposal to sell or otherwise dispose of one or more assets which have a total book value of more than $1,000 Australian Dollars;

(o) a proposal to purchase one or more assets which have a total book value of more than $1,000 Australian Dollars;

(p) any other proposal to spend capital or incur debt in an amount of more than $1,000 Australian Dollars;

(q) a proposal to indemnify, guarantee, provide security, provide assurance or otherwise incur liability for an amount of more than $1,000 Australian Dollars;

(r) a proposal to borrow an amount of more than $1,000 Australian Dollars.


(19) NUMBER OF DIRECTORS

(a) The Company will have ________ initial Directors ("Initial Directors").

(b) The Company may not have more than ________ Directors at any time.


(20) SHAREHOLDER RIGHTS TO APPOINT DIRECTORS

(a) Each Shareholder is entitled to appoint Directors to the Company (whether Initial Directors or otherwise) as follows:

(I) If the Shareholder holds less than 20% of the total Share Capital of the Company, the Shareholder may appoint one (1) Director; and

(II) If the Shareholder holds 20% or more of the total Share Capital of the Company, the Shareholder may appoint two (2) Directors.

(b) If a Shareholder's holding of Share Capital changes at any time, such that the Shareholder, having appointed two (2) Directors to the Company, holds less than 20% of the total Share Capital of the Company, that Shareholder must take all necessary steps to cause the resignation of one (1) of the Directors which that Shareholder had previously appointed.

(c) If a Shareholder's holding of Share Capital changes at any time, such that the Shareholder, having appointed one (1) Director to the Company, holds 20% or more of the total Share Capital of the Company, then that Shareholder may appoint a second Director.


(21) SHAREHOLDER RIGHTS TO REMOVE DIRECTORS

(a) A Shareholder that is empowered to appoint a person as a Director under the preceding clause hereof may from time to time remove that person and appoint another person in his or her place.

(b) An Initial Director may only be removed:

(I) by the Shareholder that appointed that Initial Director; or

(II) in the event that the Shareholder that appointed that Initial Director no longer holds any Shares in the Company, then by another Shareholder.

(c) Any removal of a Director will take effect upon receipt at the registered office of the Company of a written notice of removal of Director, from the nominating Shareholder.


(22) RETIREMENT OF DIRECTORS

(a) A Director may retire by providing the following amount of written notice to the Company ("Retirement Notice Period"): ________

(b) In the event that a Director retires under this clause, the Shareholder which appointed that Director will be entitled to appoint a replacement Director.

(c) Any retirement of a Director under this clause will take effect upon the expiration of the Retirement Notice Period.


(23) EFFECT OF APPOINTMENT

(a) Any appointment of a Director will take effect upon receipt at the registered office of the Company of:

(I) written notice of appointment, from the nominating Shareholder; and

(II) written consent to act as Director, from the person nominated as Director.


(24) BOARD MEETINGS

(a) Unless otherwise agreed by all Directors, Board Meetings must be held at a minimum every quarter, but may be held more frequently.

(b) Unless otherwise agreed by all Directors, Board Meetings must be held at: ________

(c) Subject to this clause, at any Board Meeting, each Director is entitled to one vote.

(d) Notwithstanding the preceding sub-clause hereof, if at a particular Board Meeting, a Director who was appointed by a particular Shareholder is not present ("the Absent Director"), any other Director appointed by that Shareholder may exercise the Absent Director's vote in addition to their own.

(e) Any Director ("Appointing Director") may, from time to time, appoint another person to be an alternate director ("Alternate Director") for the Appointing Director.

(f) An Alternate Director appointed under the preceding sub-clause hereof may be appointed for a fixed period or indefinitely, as determined by the Appointing Director.

(g) Unless otherwise provided, an Appointing Director who appoints an Alternate Director under the preceding sub-clauses hereof may at any time, in the Appointing Director's sole discretion, revoke the appointment of the Alternate Director.

(h) Unless required by law, or as otherwise provided in this Agreement, a resolution may be passed at a Board Meeting by a Simple Majority of Directors.

(i) Notwithstanding the preceding sub-clause hereof, and subject to the "Matters for Determination by Shareholders" clause of this Agreement, a resolution at a Board Meeting must be passed by Special Majority of Directors if it relates to one or more of the following matters:

(I) a proposal to wind up the Company (except for a winding up due to insolvency);

(II) a proposal to alter the Constitution of the Company;

(III) any proposal to create a material change in the business of the Company;

(IV) any increase in the share capital of the Company;

(V) any reduction in the share capital of the Company;

(VI) the allotment or issue of any class of equity in the Company, including but not limited to a Share, debenture, preference share or any other class of equity;

(VII) the allotment or issue of any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(VIII) a proposal to alter any rights attached to any Share, debenture, preference share or any other class of equity;

(IX) a proposal to change any Company policy in relation to the distribution of dividends;

(X) a proposal to alter any rights attached to any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(XI) a proposal to sell or otherwise dispose of any shares that the Company holds in any subsidiary company;

(XII) a proposal to apply for the Company to become listed on the Australian Securities Exchange;

(XIII) a proposal to increase any annual remuneration or bonuses to be paid to any Director(s);

(XIV) a proposal to sell or otherwise dispose of one or more assets which have a total book value of more than

(XV) a proposal to purchase one or more assets which have a total book value of more than

(XVI) any other proposal to spend capital or incur debt in an amount of more than

(XVII) a proposal to indemnify, guarantee, provide security, provide assurance or otherwise incur liability for an amount of more than

(XVIII) a proposal to borrow an amount of more than

(j) Subject to this clause, a quorum for any Board Meeting is one Director appointed by each Shareholder (in person or by proxy).

(k) Notwithstanding the preceding sub-clause hereof, in the event that a quorum, as described in the preceding sub-clause hereof, is not present at a Board Meeting ("the Initial Board Meeting") within one (1) hour of the commencement of the Board Meeting, the following procedure will apply:

(I) the meeting will be adjourned to the tenth Business Day after the date of the Initial Board Meeting, with the subsequent meeting ("the New Board Meeting") to be held at the same time and location as the Initial Board Meeting; and

(II) a notice of the New Board Meeting will be sent in a timely manner to all Directors such that all Directors are given a reasonable opportunity to attend the New Board Meeting; and

(III) at the New Board Meeting, a quorum will be one (1) Director.

(l) In the event that a Director has a material interest, a conflict of interest or a potential conflict of interest ("Interest") in relation to any matter that is being considered at a Board Meeting ("the Matter"), or that relates to any matter that is being considered at a Board Meeting, that Director must:

(I) disclose the Interest to all relevant parties; and

(II) refrain from voting on the Matter; and

(III) not be present while the Matter is being discussed or considered by the Board.

(m) In the event that a Director is prohibited under the preceding sub-clause hereof from voting on a resolution at a Board Meeting due to a conflict of interest, and that Director's absence from the Board Meeting would mean that quorum (which would otherwise have been achieved) would not be achieved, quorum will be deemed to have been achieved.

(n) For any Board Meeting, unless all of the Directors agree otherwise, all Directors must be given a minimum of ten (10) Business Days' notice and must at the same time be given a copy of an agenda.

(o) Any Director may attend a Board Meeting in person or by technological means (which includes but is not limited to telephone or video conference) provided that the Director can clearly hear and be heard by the other Directors at the Board Meeting and that the Board can effectively manage the Board Meeting as required.


(25) BOARD DECISIONS

(a) Subject to any laws which require certain decisions to be determined by Shareholders, and subject to the "Matters for Determination by Shareholders" clause of this Agreement, all business of the Company will be determined by the Board.

(b) Notwithstanding the preceding sub-clause hereof, the Board may resolve to establish a committee of the Board which is comprised of one or more Directors or any other persons that the Board considers appropriate ("Committee").

(c) In the event that the Board establishes a Committee under the preceding sub-clause hereof, the Board may further resolve to delegate any of the Board's decision-making powers to the said Committee.


(26) CHAIRPERSON AT BOARD MEETINGS

(a) The Board will, by Simple Majority, appoint a Director to be Chairperson.

(b) The Board may, from time to time, by Simple Majority, remove a Director from the position of Chairperson and appoint a different Director as Chairperson.

(c) At any Board Meeting, the Chairperson will have a casting vote, in addition to that Chairperson's deliberative vote.


(27) BOARD/DIRECTOR RESPONSIBILITIES

(a) All Directors must act at all times in good faith in the best interests of the Company.

(b) In accordance with the preceding sub-clause hereof, each Director must at all times during the period that the Director is a Director of the Company, avoid becoming involved in a conflict of interest, or upon discovery of a conflict of interest, must not allow such a conflict of interest to continue.

(c) Subject to the terms of this Agreement, the Board is responsible for managing the general affairs and business of the Company. This includes but is not limited to:

(I) developing the Company's general policies;

(II) developing a Budget and a Business Plan for the Company;

(III) developing the Company's general strategic goals, objectives and priorities;

(IV) developing the Company's financial objectives;

(V) dealing with other general Company matters as and when they arise.

(d) Notwithstanding any obligations of confidentiality which a Director may have under this Agreement, and subject to the following sub-clause of this Agreement, a Director may disclose, to the Shareholder that appointed the Director, or to any other party to which that Shareholder has an obligation to disclose information regarding the Company ("Other Party"), any information that has been made available to the Director in relation to the Company ("Disclosure").

(e) A Director may only make a Disclosure to an Other Party under the preceding sub-clause hereof if the Director first takes all reasonable steps to ensure that the Other Party to which the Director is making the Disclosure will maintain the confidentiality of the information, including, if necessary, by having that Other Party enter a confidentiality agreement.


(28) REMUNERATION OF DIRECTORS

Unless all Shareholders otherwise agree, Directors appointed under this Agreement are not entitled to receive any fees, wages, salary or other remuneration or compensation in connection with their role as Director.


(29) DIVIDENDS

(a) For each Financial Year, unless the Board resolves by Special Majority to do otherwise, the Company must:

(I) set aside such sums as the Board deems necessary in order to satisfy the Company's debt obligations; and

(II) set aside such sums as the Board deems necessary in order to recoup any of the Company's past losses; and

(III) set aside such sums as the Board deems necessary in order to maintain the Company's solvency; and

(IV) set aside such sums as the Board deems necessary in order to meet the Company's future capital expense needs; and

(V) set aside such sums as the Board deems necessary in order to meet any of the Company's contractual or other obligations; and

(VI) after the setting aside of all sums in accordance with the preceding sub-clauses hereof, pay tax on the Company's net profit; and

(VII) declare a dividend equal to 100% of the Company's net after tax profit (after the setting aside of all sums in accordance with the preceding sub-clauses hereof).

(b) The Company must pay any dividend declared under this clause ("Dividend") within one (1) month of the date that the Dividend was declared.


(30) BUDGET AND BUSINESS PLAN

(a) For each Financial Year, unless the Board resolves by Special Majority to do otherwise, the Company must:

(I) for the first Financial Year after the Company was incorporated, submit to the Board a draft Budget and draft Business Plan for the Company for that Financial Year, within two (2) months of the Commencement Date.

(II) for any subsequent Financial Year ("the Subsequent Financial Year"), submit to the Board a draft Budget and draft Business Plan for the Company for that Subsequent Financial Year. Such draft Budget and draft Business Plan must be submitted to the Board at least two (2) months before the commencement of that Subsequent Financial Year.

(b) Upon receiving a draft Budget and/or draft Business Plan under the preceding sub-clauses hereof, the Board must:

(I) consider that draft Budget and/or draft Business Plan; and

(II) if the Board determines that the draft Budget and/or draft Business Plan require any amendments, take all reasonable steps to organise such amendments and approve final drafts of the Budget and/or Business Plan within ten (10) Business Days of having received them.

(c) After having approved a Budget and/or Business Plan for a particular Financial Year, the Board may, by Special Majority, amend that Budget and/or Business Plan, (whether during that particular Financial Year or prior to that particular Financial Year).

(d) Subject to the preceding sub-clause hereof, the Company will take all reasonable steps to operate and to conduct its business in accordance with any Budget and/or Business Plan that is adopted and/or amended by the Board from time to time (whether amended under the preceding sub-clause or not).


(31) REPORTING

The Company must ensure that all Directors receive adequate information to enable them to understand the financial circumstances of the Company and to ensure that the Company is able to operate efficiently and to the best of its capacity. In accordance with this clause, the Company must:

(a) provide all relevant management and financial information to the Directors in a timely manner; and

(b) within ten (10) Business Days of the end of each month ("the Relevant Month"), provide to the Directors:

(I) a profit and loss statement for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(II) a profit and loss statement for the Company for the current Financial Year to date, prepared in accordance with GAAP; and

(III) a balance sheet for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(IV) a balance sheet for the Company for the current Financial Year to date, prepared in accordance with GAAP; and

(V) a cash flow statement for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(VI) a cash flow statement for the Company for the current Financial Year to date, prepared in accordance with GAAP.

(c) provide to the Directors as soon as reasonably practicable after the end of each Financial Year:

(I) a profit and loss statement for the Company for that Financial Year, prepared in accordance with GAAP; and

(II) a balance sheet for the Company for that Financial Year, prepared in accordance with GAAP; and

(III) a cash flow statement for the Company for that Financial Year, prepared in accordance with GAAP.


(32) INSURANCE OF DIRECTORS AND OFFICERS

(a) The Company will (to the extent permitted by law) at all times maintain insurance which provides cover for directors and officers liability, for the benefit of the Directors ("Insurance").

(b) The Insurance must name the Directors as beneficiaries of the relevant insurance policy.

(c) The Insurance must be with an insurer that is approved by the Board, provided that the Board must not unreasonably refuse to approve an insurer.

(d) The Insurance must be on such terms as are approved by the Board, provided that the Board must not unreasonably refuse to approve any term(s).


(33) INDEMNITY OF DIRECTORS AND OFFICERS

The Company will (to the extent permitted by law) indemnify and keep indemnified each Director against any and all liabilities, claims, demands, damages or losses, whether direct or indirect:

(a) incurred by the said Director as a result of the Director lawfully exercising any of the Director's powers, responsibilities or authorities as a Director of the Company; or

(b) incurred by the said Director in some other way in connection with the Director's position as a Director of the Company.


(34) DEFAULT BY SHAREHOLDER

If any Shareholder:

(a) breaches this Agreement in a material way, and such material breach cannot be remedied; or

(b) breaches this Agreement in a material way, and does not remedy that material breach within fifteen (15) Business Days of being notified by another Shareholder to remedy that material breach; or

(c) breaches or fails to perform its obligations under a condition of this Agreement, and such breach or failure cannot be remedied; or

(d) breaches or fails to perform its obligations under a condition of this Agreement, and does not remedy that breach or failure within fifteen (15) Business Days of being notified by another Shareholder to remedy that breach or failure; or

(e) repeatedly breaches or fails to perform its obligations under any other provision of this Agreement, and such breaches or failures have a material adverse effect on the Company or on any other Shareholder; or

(f) is a company and:

(I) is insolvent within the meaning of section 95A of the Corporations Act; or

(II) a court is required, under section 459C(2) of the Corporations Act to presume that the Shareholder is insolvent; or

(III) the Shareholder fails to comply with a statutory demand as defined in section 459F(1) of the Corporations Act; or

(IV) a controller (as defined in section 9 of the Corporations Act), or a similar officer, is appointed to handle some or all of the Shareholder's affairs; or

(V) an administrator is appointed to handle some or all of the Shareholder's affairs, or any preliminary step is taken towards the appointment of an administrator; or

(VI) an application or order is made, proceedings are commenced, a resolution is passed, a resolution is proposed in a notice of meeting, or any other steps ("the Steps") are taken towards the winding up or the dissolution of the Shareholder, or for the Shareholder to enter an arrangement, compromise with, or assignment for the benefit of, any or all of its creditors, provided that the Steps are not frivolous or vexatious; or

(g) is a natural person and:

(I) files for bankruptcy; or

(II) an application is made for the Shareholder's bankruptcy; or

(III) a creditor takes possession of some or all of the Shareholder's property or assets; or

(IV) a trustee for creditors, trustee in bankruptcy, receiver, receiver and manager or other similar person is appointed to handle some or all of the Shareholder's property or assets; or

(V) the Shareholder enters a voluntary arrangement with a creditor; or

(VI) the Shareholder proposes to enter a voluntary arrangement with a creditor;

then such events will constitute a default under this Agreement ("Default") by the said Shareholder ("the Defaulting Shareholder").


(35) CONSEQUENCES OF DEFAULT

(a) If a Default occurs, then:

(I) the Defaulting Shareholder is not permitted to vote at any Shareholder Meetings until the Default is rectified; and

(II) the Defaulting Shareholder will remain bound by its confidentiality obligations under this Agreement; and

(III) the Defaulting Shareholder hereby indemnifies and keeps indemnified the Company and all other Shareholders (each individually referred to in this clause as an "Other Party") against any loss, liability, costs and expenses which the Other Party incurs as a direct result of the Default; and

(IV) any Other Party may serve a notice on the Defaulting Shareholder demanding that the Default is rectified ("Notice").

(b) In the event that an Other Party serves a Notice on the Defaulting Shareholder under the preceding sub-clause hereof, and the Default is not rectified within ten (10) Business Days of the service of the Notice, or in the event that the Default cannot be rectified, the Defaulting Shareholder irrevocably appoints the Company and each Director of the Company from time to time severally to be the Defaulting Shareholder's attorney ("Attorney") in order to:

(I) sell all of the Defaulting Shareholder's Shares in the Company; and

(II) take all actions necessary to give effect to such sale; and

(III) execute under hand or under seal, whether conditionally or unconditionally, in any place selected by the Attorney, an instrument of transfer in relation to the Shares, and any other document(s) which are reasonably required in order to give effect to such sale of Shares; and

(IV) undertake the following procedure (including by executing under hand or under seal, whether conditionally or unconditionally, in any place selected by the Attorney, a "Share Transfer Notice", as described in the sub-clauses below) in order to facilitate the sale of the Defaulting Shareholder's Shares:

(A) within ten (10) Business Days of the Attorney(s) being appointed to the Defaulting Shareholder (or within such other time as the Attorney(s) reasonably determine), the Attorney(s) must request a qualified auditor to determine the fair market value of the Defaulting Shareholder's Shares ("Default Share Price"); and

(B) upon obtaining the fair market value of the Defaulting Shareholder's Shares, the Attorney(s) must provide a notice to each other Shareholder ("Share Transfer Notice") which:

(1) states that the Attorney(s) are transferring the Defaulting Shareholder's said Share(s) ("the Transferring Shares"); and

(2) confirms the number of Shares that are being transferred from the Defaulting Shareholder; and

(3) states the Default Share Price and confirms that the said Attorney(s) propose to sell the said Shares for the Default Share Price.

(C) Upon receipt of a valid Share Transfer Notice, any Shareholder other than the Defaulting Shareholder ("the Purchasing Shareholder") may, within one (1) month of having received the Share Transfer Notice, serve a notice on the Attorney(s) ("Share Purchase Notice") which:

(1) states that the Purchasing Shareholder wishes to purchase some or all of the Transferring Shares from the Defaulting Shareholder; and

(2) confirms the number of Shares that the Purchasing Shareholder wishes to purchase from the Defaulting Shareholder; and

(3) confirms that the Purchasing Shareholder is willing to pay the Default Share Price for the Shares.

(D) In the event that the Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will cause a contravention of the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) ("the FAAT Act"), then that Purchasing Shareholder's Share Purchase Notice will not be valid and the proposed purchase of shares by that Purchasing Shareholder will not be permitted under this Agreement.

(E) In the event that:

(1) the Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will not cause a contravention of the FAAT Act; and

(2) no other Shareholder also serves a valid Share Purchase Notice on the Attorney(s); and

(3) the Purchasing Shareholder's Share Purchase Notice confirms that the Purchasing Shareholder is willing to purchase all of the Transferring Shares;

then the Attorney(s), on behalf of the Defaulting Shareholder, must sell and the Purchasing Shareholder must purchase all of the Transferring Shares for the Default Share Price.

(F) In the event that:

(1) two or more Purchasing Shareholders serve valid Share Purchase Notices on the Attorney(s); and

(2) each Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will not cause a contravention of the FAAT Act; and

(3) the total number of Shares that the Purchasing Shareholders cumulatively propose in their respective Share Purchase Notices to purchase, is no less than the number of Transferring Shares;

then the the Attorney(s), on behalf of the Defaulting Shareholder must sell and the Purchasing Shareholders must purchase the Transferring Shares for the Default Share Price.

(G) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with the preceding sub-clause hereof, then the Purchasing Shareholders shall each respectively purchase:

(1) such proportion of Shares as agreed between the Purchasing Shareholders and the Attorney(s); or

(2) in the event that the Purchasing Shareholders and Attorney(s) cannot reach an agreement under the preceding sub-clause hereof, then each Purchasing Shareholder shall respectively purchase a proportion of the Transferring Shares that is equal to the proportion of Shares that the Purchasing Shareholder held at the date that the Attorney(s) served the Share Transfer Notice ("the Share Proportions").

(H) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with this Agreement, and one of those Purchasing Shareholders fails to complete the purchase of the Shares that it is required to purchase under this clause, then within ten (10) Business Days of the said failure to complete:

(1) the Attorney(s) will offer those Shares which are the subject of the said failure to complete ("the Leftover Shares") to the other Purchasing Shareholders, at the Default Share Price, in such proportions as agreed between the Purchasing Shareholders and the Attorney(s); or

(2) in the event that the Purchasing Shareholders and Attorney(s) cannot reach an agreement under the preceding sub-clause hereof, then the Attorney(s) will offer the Leftover Shares to the other Purchasing Shareholders, at the Default Share Price, in the Share Proportions.

(I) In the event that the Attorney(s) make an offer to sell the Leftover Shares under the preceding sub-clauses hereof, then the Purchasing Shareholders will have a further ten (10) Business Days, from the date of the said offer to sell the Leftover Shares, to accept the said offer ("the Offer Period").

(J) In the event that the sale of some or all of the Transferring Shares is not accepted by the Purchasing Shareholders within the Offer Period, then:

(1) the Attorney(s), on behalf of the Defaulting Shareholder, may rescind all other agreements to sell Shares to the Purchasing Shareholders under this clause; and

(2) the Attorney(s), on behalf of the Defaulting Shareholder, will not be obliged to sell any of the Transferring Shares to any of the Purchasing Shareholders under this clause; and

(3) the Defaulting Shareholder, or the Attorney(s) on behalf of the Defaulting Shareholder, will have no liability to any Purchasing Shareholder who was proposing to purchase Shares under this clause but whose agreement to purchase those said Shares was rescinded by the Attorney(s) on behalf of the Defaulting Shareholder under the preceding sub-clause hereof; and

(4) in the alternative, the Attorney(s) on behalf of the Defaulting Shareholder may sell the Leftover Shares to any other person or entity, for no less than the Default Share Price, within one (1) month of the expiration of the Offer Period.

(K) Notwithstanding the preceding sub-clauses hereof, in the event that:

(1) the Attorney(s) (on behalf of the Defaulting Shareholder), acting in good faith, follow the procedures set out in this clause in order to offer the Transferring Shares to the other Shareholders; and

(2) no agreement is reached between the Attorney(s) (on behalf of the Defaulting Shareholder) and any other Shareholder within the time periods set out in this clause (through no fault of the Attorney(s) or of the Defaulting Shareholder);

then the Attorney(s) on behalf of the Defaulting Shareholder may, within three (3) months of the date that the Attorney(s) served the Share Transfer Notice, sell the Shares to any other person or entity, for no less than the Default Share Price.

(L) Any transfer of Shares under this clause must be an unencumbered transfer of Shares, unless otherwise expressly agreed between the parties to that said transfer.

(M) Any transfer of Shares under this clause will occur at the registered office of the Company.

(N) Any transfer of Shares from the Defaulting Shareholder to one or more Purchasing Shareholders under this clause will occur at 12pm on the date which is two (2) months after the date that the Attorney(s) served the Share Transfer Notice, or such other date as is agreed between the Attorney(s) and the Purchasing Shareholder(s).

(O) In the event that the Attorney(s) follow the procedures set out in this clause, but the Defaulting Shareholder remains the owner of some or all of the Shares in the Company on the date which is three (3) months after the date that the Attorney(s) served the Share Transfer Notice ("the End Date"), then:

(1) the Company may, within one (1) month of the End Date, buy back some or all of the Defaulting Shareholder's Shares, at the Default Share Price ("Buy Back"); and

(2) in the event that a Buy Back occurs in relation to some or all of the Defaulting Shareholder's Shares under the preceding sub-clause hereof, the Company must notify all of the Shareholders ("Notification"), within ten (10) Business Days of the End Date, how many Shares the Company is buying back; and

(3) in the event that the Company serves a Notification on the Shareholders under the preceding sub-clause hereof:

(a) the completion of the Buy Back is subject to approval by the Shareholders (other than the Defaulting Shareholder) of the terms of the Buy Back; and

(b) the Shareholders must make all reasonable efforts and must execute any necessary documents in order to:

(I) consider and approve the terms of the agreement for the Buy Back in accordance with the Corporations Act; and

(II) if required, pass a Shareholders resolution at a general meeting of the Company which supports the Buy Back; and

(III) ensure that the Company complies with all procedural requirements and any requirements under the Corporations Act in relation to the Buy Back and in relation to any general meeting of the company which is convened in relation to the Buy Back; and

(IV) if required, convene a general meeting of the Shareholders of the Company, in accordance with the Corporations Act; and

(c) the Buy Back will be completed at the registered office of the Company; and

(d) the Buy Back will be completed at 12pm on the date which is one (1) month after the End Date, or on such other date as the Shareholders and the Attorney(s) determine.


(36) COMPANY BUY BACK OF SHARES

(a) In addition to any Shares which the Company may buy back from a Shareholder under the preceding clause hereof, the Company shall have a duty to purchase any Shares held by a Shareholder in the following situation(s) ("Triggering Event"):

(I) If the Shareholder was employed by the Company in any capacity and was required to terminate the employment relationship.

(II) If the Shareholder loses legal capacity.

(III) If the Shareholder dies.

(b) The Company shall purchase each and all of the Shareholder's Shares in any such situation as described above, and may not purchase only a proportion of the Shares. The Company shall do so by serving a written notice upon the Shareholder or upon the Shareholder's legal personal representative ("Representative") as soon as is practicable after the Company receives notice of any such triggering event.

(c) The sale price for the Shares purchased by the Company under this clause will be:

(I) the fair market value, as agreed between the Company and the Shareholder or the Representative; or

(II) in the event that the Company does not reach agreement with the Shareholder or the Representative, within two (2) months of the triggering event, about the fair market value of the Shares, then the Company must engage a qualified auditor to determine the fair market value of the Shares.

(d) Each Shareholder irrevocably appoints the Company and each Director of the Company from time to time severally to be the Shareholder's attorney ("Attorney") in order to deal with the Shareholder's Shares in accordance with this clause.


(37) CONFIDENTIALITY

(a) Each of the Parties to this Agreement hereby acknowledges and agrees that each Party may be both the Receiving Party in relation to some Confidential Information, and the Disclosing Party in relation to some other Confidential Information, and that the terms of this Agreement are binding upon the Party as a Receiving Party and enforceable by the Party as a Disclosing Party, as the context so provides.

(b) Subject to any exceptions set out in this Agreement, the Receiving Party must keep the Confidential Information confidential.

(c) The Receiving Party must use all reasonable care to protect the Confidential Information against disclosure, including when the Confidential Information is in storage and when the Confidential Information is being used.

(d) The Receiving Party must not disclose the Confidential Information to any third parties except as is permitted under the terms of this Agreement.

(e) The Receiving Party must only allow an agent, director, officer, professional adviser, consultant, employee, financier, investor, potential financier, potential investor or other affiliated person or organisation to have access to Confidential Information if:

(I) such access is necessary in order to give effect to the terms of this Agreement; and

(II) such access is limited to only that Confidential Information which must be disclosed in order to give effect to the terms of this Agreement; and

(III) such access is not granted to any more persons or organisations than is necessary in order to give effect to the terms of this Agreement; and

(IV) the Receiving Party first ensures that any person or organisation receiving access to Confidential Information from the Receiving Party is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; and

(V) if required by the Disclosing Party, before the Receiving Party discloses Confidential Information to any other person or organisation in accordance with this clause, the Receiving Party procures from all of those persons or organisations which will receive Confidential Information, a signed confidentiality agreement on terms at least as onerous as those contained in this Agreement.

(f) If there is any doubt as to whether any particular information constitutes Confidential Information, the Receiving Party should presume it is Confidential Information, until the Receiving Party obtains explicit confirmation from the Disclosing Party that it is not Confidential Information.

(g) In the event that the Receiving Party becomes aware of a breach of confidentiality ("Breach") by any person, organisation, corporation or other entity to which the Receiving Party has disclosed or revealed any Confidential Information, or by any person, organisation, corporation or other entity which has otherwise obtained access to any Confidential Information, then:

(I) the Receiving Party must immediately notify the Disclosing Party of the Breach; and

(II) the Receiving Party must provide the Disclosing Party (and any other Parties) with all reasonable assistance in order to minimise the harm or loss that results from the Breach; and

(III) the Receiving Party must provide the Disclosing Party (and any other Parties) with all reasonable assistance with any proceedings which may be commenced in relation to the Breach.

(h) Unless otherwise required by law, regulation, by the requirements of a stock exchange or by the terms of this Agreement, upon the request by a Disclosing Party, all Confidential Information provided by a Disclosing Party to a Receiving Party, together with any copies, summaries or other derivative works whatsoever, must be returned to the Disclosing Party or must be handled as otherwise directed by the Disclosing Party.

(i) Nothing in this "Confidentiality" clause specifically prohibits or restrains:

(I) a Director from disclosing information about the Company to the Party which appointed that Director ("the Appointing Party"), or to another Party to which the Appointing Party has a duty to disclose that information, provided that the Party receiving the information is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; or

(II) information from being disclosed or released to a Party that is considering purchasing Shares in the Company, provided that the Party receiving the information is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; or

(III) information from being disclosed or released if the Parties to this Agreement agree that it is no longer Confidential Information; or

(IV) a Receiving Party from disclosing the contents of this Agreement for the purpose of enforcing its rights under this Agreement or under any other Agreement.

(j) This clause will survive termination or expiration of this Agreement.


(38) NO COMPETITION

(a) Each Shareholder hereby respectively agrees that, for the period of time as set out in this clause ("the Time Period"), and within the geographical area as set out in this clause ("the Geographical Area"), the said Shareholder will not, either directly or indirectly, whether as employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unit holder, trustee, contractor or otherwise, undertake any of the following:

(I) engaging in a company or other business which is the same as, similar to or in competition with the Company; or

(II) soliciting, hiring, or attempting to hire any of the employees, staff, Shareholders or Directors of the Company away from the Company; or

(III) soliciting any of the customers or clients away from the Company; or

(IV) attempting, encouraging, procuring or otherwise assisting a person to do any of the things described in this clause.

(b) For the purposes of this clause, "the Time Period" means the period of time starting when the said Shareholder first acquires one or more Shares and ending the following period of time after the said Shareholder ceases to hold Shares:

(I) six months;

(c) For the purposes of this clause, "the Geographical Area" means, from the Company Address, a distance of:

(I) one kilometre;

(d) This clause will survive termination, expiration or Completion of this Agreement.


(39) INTELLECTUAL PROPERTY

(a) The Parties to this Agreement hereby acknowledge and agree that all intellectual property rights owned or held by the Company ("IP Rights") are the sole property of the Company.

(b) The Parties to this Agreement hereby acknowledge and agree that unless otherwise agreed in writing by the Company, the IP Rights may not be used by any other Parties.


(40) DDABACCAAFFBE EDBBAB

Fb faa aeabf facf c Bcffp ("faa Bbbbaffbd Bcffp") abbbafa c Dcbaaebabffcf Ecaa ca c faabff cb c bcffbfa ap cbcfaaf Bcffp ("faa Acfffbd Bcffp") fc dafbcfa ffa caffdcffcba bbbaf fafa Bdfaaaabf, cbb dfcefbab facf faa Dcbaaebabffcf Ecaa bfb bcf faabff bfca c bfcbbbfabf cf faaafaaa caf (cf cafaafcb) cb faa Acfffbd Bcffp, cf bfca c baffaafcfa caf cf cafaafcb cb faa Acfffbd Bcffp aafaa aca fbfabbab fc acbaa acfa cf fcaa, faab faa Acfffbd Bcffp afff bcf aa ffcafa fc faa Bbbbaffbd Bcffp bcf facf Dcbaaebabffcf Ecaa.


(41) DISPUTE RESOLUTION

The Parties hereby acknowledge and agree that in the event that a dispute arises between any two or more Parties to this Agreement ("Dispute"), then such dispute must be addressed in accordance with the following procedure:

(a) any Party to this Agreement may provide a notice to all other Parties to this Agreement ("Dispute Notice") which provides an outline of the circumstances of the Dispute; and

(b) within fifteen (15) Business Days of receipt of the Dispute Notice, or such other time as the Parties agree ("the Dispute Time"), the Parties (and in particular, the parties to the Dispute) may:

(I) convene a meeting in order to discuss a resolution of the Dispute ("Dispute Meeting"); or

(II) use such other method(s) as the Parties agree in order to discuss a resolution of the Dispute ("Other Dispute Method"); and

(c) if the Dispute is resolved at the Dispute Meeting or by the Other Dispute Method, then the Parties in attendance at the Dispute Meeting will each sign a statement confirming how the Dispute has been resolved; and

(d) in the event that the Dispute is not resolved within the Dispute Period then within fifteen (15) Business Days of the expiration of the Dispute Period, or in the event that a Dispute Meeting applies then within fifteen (15) Business Days of the Dispute Meeting, or in the event that an Other Dispute Method applies then within fifteen (15) Business Days of the date of the Other Dispute Method (each hereinafter referred to as "the Referral Date"), the Dispute will be referred to mediation ("Mediation"); and

(e) the Mediation shall be held at the following location:

________

or at such other location as is agreed between the Parties to the dispute from time to time; and

(f) the Mediation shall be held in accordance with the Resolution Institute Mediation Rules (as enacted from time to time); and

(g) the costs and disbursements of the mediator appointed to handle the Mediation will be paid equally by the parties to the Mediation; and

(h) each Shareholder will pay its own costs in relation to the Mediation; and

(i) in the event that the Dispute has not been resolved within forty five (45) days of the Referral Date, then any Party may commence proceedings in any relevant court or tribunal in relation to the Dispute; and

(j) notwithstanding the various terms of this "Dispute Resolution" clause, each Party remains bound by its various respective obligations as set out in this Agreement, except that:

(I) in the event that a Party acts in good faith in relation to the Dispute; and

(II) as a result of the Dispute, the Party is unable to perform one or more of its obligations under this Agreement ("Restrained Obligation");

then the Party will be released from the Restrained Obligation for such time as the Dispute prevents the Party from performing the Restrained Obligation, but upon the Dispute no longer preventing the Party from performing the Restrained Obligation, then the Party will be obliged to perform the Restrained Obligation.


(42) WARRANTIES

Each Party (which will in this clause respectively be referred to as the "Warranting Party", as the context requires) hereby warrants and represents to each other Party that as at the date of this Agreement and as at the Commencement Date:

(a) the Warranting Party intends to be bound by the terms of this Agreement; and

(b) this Agreement constitutes a legal, valid and binding obligation on the Warranting Party; and

(c) the Warranting Party has the full legal capacity to enter into this Agreement and to perform the Warranting Party's obligations under this Agreement; and

(d) In the event that an attorney executes this Agreement on behalf of the Warranting Party ("the Attorney"), the Attorney hereby acknowledges and confirms that the Attorney has no notice of revocation or suspension of the power of attorney under which the Attorney executes this Agreement; and

(e) the Warranting Party has the lawful authority to enter into this Agreement and to perform the Warranting Party's obligations under this Agreement; and

(f) the Warranting Party (except the Company) has the lawful authority and the full corporate or statutory power, (as the context requires) to be the registered holder of Shares in the Company; and

(g) except in the event that the Warranting Party enters this Agreement as a trustee of a trust, the Warranting Party (except the Company) has the lawful authority and the full corporate or statutory power (as the context requires) to be the beneficial holder of Shares in the Company; and

(h) to the best of the Warranting Party's knowledge and understanding, there are no actual, pending or threatened claims, investigations, actions or other proceedings against it which might have a material effect on the other Parties (including the Company) in relation to the subject matter of this Agreement; and

(i) in the event that the Warranting Party is a corporation, the Warranting Party will not breach any term(s) or provision(s) of its constitution or other constituent documents by entering this Agreement; and

(j) by entering this Agreement, the Warranting Party will not breach any term(s) or provision(s) of any other agreement, deed, contract, court order, injunction, judgment, law, regulation, by-law, rule or other obligation; and

(k) the Warranting Party has not relied on any representation(s) made by any other Party, except for such representations as are expressly set out in this Agreement; and

(l) the Warranting Party will not during the currency of this Agreement rely on any representation(s) made by any other Party on or before the Commencement Date, except for such representations as are expressly set out in this Agreement.


(43) TERMINATION

(a) This Agreement terminates:

(I) by agreement of all Shareholders; or

(II) in the event that the Company is wound up, upon the winding up of the Company; or

(III) in the event that all of the issued capital of the Company is transferred to a single Shareholder ("Entire Transfer"), on the date that the said Entire Transfer occurs; or

(IV) for a particular Shareholder, when that Shareholder ceases to hold any Shares; or

(V) in the event that the Company undertakes an IPO, on the date that shares in the IPO of the Company are allotted or transferred

(b) In the event that a Party (other than the Company) stops being a Shareholder ("the Terminating Party"), the Terminating Party's rights and obligations under this Agreement will immediately terminate, except that the Terminating Party may enforce any right, obligation or claim which arises on or before such termination, and another Party may enforce against the Terminating Party any right, obligation or claim which arises on or before such Termination.

(c) Notwithstanding any other provisions of this Agreement, at the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to:

(I) the clause of this Agreement which is entitled "Confidentiality"; and

(II) the clause of this Agreement which is entitled "Warranties"; and

(III) the clause of this Agreement which is entitled "Applicable Law"; and

(IV) the clause of this Agreement which is entitled "General Provisions"; and

(V) the provisions under the heading "Default by Shareholder" whereby a Defaulting Shareholder indemnifies and keeps indemnified the Company and all other Shareholders; and

(VI) this clause; and

(VII) any other provisions which explicitly state that they will, or by their nature would be expected to, survive termination or expiration.


(44) ADDRESS FOR NOTICES

(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to a Party if delivered to that Party's address which is listed at the start of this Agreement.

(b) Any Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Parties in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(c) The relevant email addresses for the Parties are as follows:

________


(45) WRITTEN COMMUNICATION

(a) In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(I) such notice must be in writing; and

(II) such notice must be in English; and

(III) such notice must be signed by or on behalf of the Party providing the notification; and

(IV) such notice must be addressed to the Party to which the notification is to be given; and

(V) such notice is properly given if given to the other Party:

(A) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.

(B) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(C) by prepaid post to the Party's respective address as provided in accordance with the "Address for Notices" clause of this Agreement.

(D) by hand delivery to the Party's respective address as provided in accordance with the "Address for Notices" clause of this Agreement.

(VI) such notice is taken to be received:

(A) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(B) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(C) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.

(D) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

(E) if provided by hand delivery on a Business Day, then on the date of delivery.

(F) if provided by hand delivery on a day which is not a Business Day, then on the next Business Day.


(46) APPLICABLE LAW

This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.


(47) GENERAL PROVISIONS

(a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(b) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(c) TRANSFER OF RIGHTS OR OBLIGATIONS: No Party is permitted to novate, subcontract, assign or otherwise transfer that Party's rights or obligations under this Agreement without the prior written consent of each other Party.

(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(e) LIABILITY OF PARTIES: The rights, obligations and liabilities of the Parties under this Agreement are several and are not joint or joint and several.

(f) CUMULATIVE RIGHTS: The rights and remedies provided in this Agreement are cumulative with any rights or remedies provided by law, and do not exclude any such rights or remedies provided by law.

(g) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(h) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(i) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(j) ENTIRE AGREEMENT: Subject to the "Other Documents" clause of this Agreement, in relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(k) NO RELIANCE ON REPRESENTATIONS: The Parties each respectively acknowledge and agree that they have entered into this Agreement voluntarily and without relying on any representation by any other Party or by any agent or representative of that other Party.

(l) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

(m) BINDING AGREEMENT: This Agreement is binding on the Parties and is to be considered effective as of the date that all Parties have signed the agreement, or in the case that the Agreement has been executed in counterparts, then upon the exchange of counterparts.

(n) FORCE MAJEURE/EXCUSE: No Party is liable to any other Party for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

(o) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.

(p) COSTS: Each Party is responsible for its own costs in connection with the negotiation, preparation, execution and completion of this agreement, and in connection with giving effect to this Agreement, including but not limited to legal and accounting costs.




EXECUTED AS AN AGREEMENT this..................... day of................................................



Executed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:



..................................................

________, Director



..................................................

________, Director



Executed for and on behalf of ________:



..................................................
________


In the presence of:



..................................................
Witness Signature


..................................................
Witness Name


..................................................
Witness Occupation


..................................................

..................................................
Witness Address



Executed for and on behalf of ________:



..................................................
________


In the presence of:



..................................................
Witness Signature


..................................................
Witness Name


..................................................
Witness Occupation


..................................................

..................................................
Witness Address

See your document in progress

SHAREHOLDERS AGREEMENT

________ (ACN.................................................)




THIS AGREEMENT is made the..................... day of................................................


BETWEEN THE COMPANY (hereinafter "the Company"):

________ (ACN.................................................) of:

________


AND THE SHAREHOLDERS (hereinafter "the Shareholders" or individually "Shareholder"):

________ of:

________

AND:

________ of:

________



(1) BACKGROUND

(A) The Company was incorporated on ________ in ________.

(B) The Shareholders and the Company (hereinafter "the Parties") have agreed to enter this Shareholders Agreement ("this Agreement") in order to record and govern the relationship between the Shareholders and the Company and between each of the Shareholders respectively.

(C) The Parties agree to comply with and intend to be bound by the terms of this Agreement.


(2) DEFINITIONS

Agreement means this Shareholders Agreement.

Board
means the board of Directors of the Company.

Business Day means a day which is not a Saturday, Sunday or public holiday in New South Wales.

Class means a class of Shares in the Company.

Commencement Date means ________.

Company means ________ (ACN.................................................)

Company Address means:

________

Confidential Information means any and all material and information (whether written or oral) disclosed by one Party ("the Disclosing Party") to the other Party ("the Receiving Party"), whether directly, indirectly or as a result of the Receiving Party's observation and including but not limited to information which is:

(a) information of whatever nature relating to the activities, practices and finances of the Company or the Disclosing Party; and

(b) information of whatever nature relating to negotiations between the Parties to this Agreement; and

(c) information which is identified as confidential by the Disclosing Party or by the Company at the time of disclosure; and

(d) information which is of such a nature that it should reasonably be considered confidential by the Receiving Party; and

(e) any information derived from any other information which falls within this definition of Confidential Information; and

(f) any copy of any Confidential Information.

but does not include information which:

(a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party, provided that it was known or in the possession of the Receiving Party through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Receiving Party was a party to such other agreement or obligation); or

(b) is, or becomes, publicly available, through no fault of the Receiving Party;

(c) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(d) is provided to the Receiving Party by the Disclosing Party and is marked "Non Confidential"; or

(e) is required by law, regulation or by the requirements of a stock exchange to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Disclosing Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

Consequential Losses in relation to a breach of this Agreement means an indirect loss resulting from the said breach of this Agreement, which includes but is not limited to a loss of goodwill, loss of profit, loss of revenue, other financial loss, loss of contract, third party liability, contractual liability or other debt or liability.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Deed of Accession means a deed of accession which binds a purchaser, receiver or transferee of Shares to the terms of this Agreement.

Default means a default as defined in the "Default by Shareholder" clause of this Agreement.

Director means a person elected or appointed to the position of director of the Company in accordance with this Agreement and with the Constitution, and includes any alternate Director (if applicable).

Disclosing Party means the Party which possesses the rights in relation to an item of Confidential Information which is being disclosed to the Receiving Party. As any Party to this agreement may disclose Confidential Information in connection with this Agreement, the term "Disclosing Party" may refer to any Party as the context requires.

Encumbrance means a mortgage, security interest, charge, pledge, lien, preferential right, trust arrangement, title retention, contractual right of set off, or any other encumbrance or security arrangement in favour of any person or entity.

Financial Year means the financial year of the Company, each of which is a period of 12 months commencing on 1 July and ending on 30 June, except that the first of which will be the period commencing on the Commencement Date and ending on the following 30 June.

GAAP means generally accepted accounting principles.

IPO means an initial public offering of Shares in the Company or of shares in a holding company of the Company, combined with a listing or quotation of the said Shares or of shares in a holding company of the Company on a recognised stock exchange.

Party means a party to this Agreement, whether a Shareholder or the Company.

Parties means more than one party, collectively.

Receiving Party means (as the context requires) the Party which receives, or is provided access to, Confidential Information under this Agreement. As any Party to this agreement may receive Confidential Information in connection with this Agreement, the term "Receiving Party" may refer to any Party as the context requires.

Related Body Corporate means, in relation to a body corporate ("the First Body Corporate"), a body corporate which is related to the First Body Corporate, within the meaning of section 50 of the Corporations Act.

Share means an ordinary share in the capital of the Company.

Shareholder means the holder of a Share at a particular time.

Simple Majority in relation to a resolution, means more than 50% of the votes that are entitled to be cast in relation to that resolution (whether in person or by proxy).

Special Majority in relation to a resolution, means at least 75% of the votes that are entitled to be cast in relation to that resolution (whether in person or by proxy).

Subsidiary means, in relation to a body corporate ("the First Body Corporate"), a subsidiary of the First Body Corporate, within the meaning of section 46 of the Corporations Act.


(3) INTERPRETATION

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) If a word or phrase is defined in a particular clause of this Agreement and appears capitalised and in parentheses, ("Like This") then that defined meaning for the word or phrase applies throughout the clause in which the word or phrase is defined.

(e) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(f) Any reference to time is a reference to time in ________.

(g) Any reference to a period of time, unless otherwise provided, is a reference to a calendar period of time.

(h) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(i) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(j) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(k) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(l) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(m) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(n) A reference to a clause, schedule, annexure, recital or exhibit is a reference to a clause, schedule, annexure, recital or exhibit of this Agreement.

(o) A reference to a power is also a reference to an authority and discretion.

(p) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(q) A word or phrase which has a defined meaning in the Corporations Act, unless otherwise defined in this Agreement, has the same meaning in this Agreement.

(r) Any reference to money or currency, unless otherwise specified, is a reference to Australian Dollars.


(4) COMMENCEMENT

Except as otherwise agreed between the Shareholders:

(a) the rights and obligations created under this "Commencement" clause, and under the clauses headed "Termination", "Written Communication", "Applicable Law", and "General Provisions" will commence on the date of this Agreement; and

(b) all other rights and obligations created under this Agreement will commence on the Commencement Date.


(5) SHARE CAPITAL

________ is a private company limited by shares incorporated in Australia and with an issued share capital of ________ ordinary shares, owned immediately prior to the Commencement Date wholly by ________.


(6) RELATIONSHIP BETWEEN PARTIES

(a) Nothing in this Agreement is intended to create a partnership between any of the Parties.

(b) Except as otherwise expressly stated in this Agreement, nothing in this Agreement authorises any Party to act as agent or trustee for any other Party.

(c) Except as otherwise expressly stated in this Agreement, nothing in this Agreement authorises any Party to enter any legal, equitable or other commitment or obligation on behalf of any other Party.


(7) OTHER DOCUMENTS

(a) This Agreement is to be read together with the Constitution.

(b) In the event that there is inconsistency between this Agreement and the Constitution, it is the intention of the Parties that, to the extent of the inconsistency, this Agreement prevails and the Constitution is interpreted subject to the terms of this Agreement.


(8) DEALING WITH SHARES

(a) No Shareholder may deal with its right title or interest in any Share(s) (in whole or in part) except as described in this clause, and subject to the "New Shareholders" clause of this Agreement.

(b) A Shareholder may transfer its right title or interest in any Share(s) (in whole or in part) to a related body corporate of the said Shareholder.

(c) A Shareholder may transfer its right title or interest in any Share(s) (in whole or in part) in accordance with the "Shareholder Option to Purchase" clause of this Agreement.

(d) No Shareholder may create or grant any Encumbrance over any of the Shareholder's Shares unless the party receiving the benefit of the Encumbrance ("Secured Party") validly executes a deed whereby it covenants in favour of the parties to this Agreement that in the event that the Secured Party intends to take any action in relation to its Encumbrance over the said Shares (for example, by taking possession of the said Shares or by exercising a power of sale in relation to the said Shares), it will be bound by the provisions of this Agreement.


(9) NEW SHAREHOLDERS

(a) No person or entity may become a Shareholder unless that person or entity becomes a Party to this Agreement.

(b) No Shareholder may transfer one or more Shares to any other person or entity unless that person or entity first becomes a Party to this Agreement.

(c) In order for any person or entity to become a Party to this Agreement under this clause, that person or entity must execute and deliver to all other Shareholders a Deed of Accession.


(10) SHAREHOLDER OPTION TO PURCHASE

(a) If a Shareholder ("the Transferring Shareholder") wishes to transfer any of its right title or interest in any Share(s) (in whole or in part), other than to a related body corporate of the said Transferring Shareholder, then the Transferring Shareholder must use the following procedure:

(I) the Transferring Shareholder must provide a notice to each other Shareholder ("Share Transfer Notice") which:

(A) states that the Transferring Shareholder wishes to transfer the said Share(s) ("the Transferring Shares"); and

(B) confirms the number of Shares that the said Transferring Shareholder intends to transfer; and

(C) states the price for which the said Transferring Shareholder proposes to transfer the said Shares ("the Sale Price"); and

(D) confirms the identity of any party or parties to which the Transferring Shareholder proposes to transfer the said Shares ("the Buyer").

(II) Upon receipt of a valid Share Transfer Notice, any other Shareholder ("the Purchasing Shareholder") may, within one (1) month of having received the Share Transfer Notice, serve a notice on the Transferring Shareholder ("Share Purchase Notice") which:

(A) states that the Purchasing Shareholder wishes to purchase some or all of the Transferring Shares from the Transferring Shareholder; and

(B) confirms the number of Shares that the Purchasing Shareholder wishes to purchase from the Transferring Shareholder; and

(C) confirms that the Purchasing Shareholder is willing to pay the Sale Price for the Shares.

(III) In the event that the Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will cause a contravention of the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) ("the FAAT Act"), then that Purchasing Shareholder's Share Purchase Notice will not be valid and the proposed purchase of shares will not be permitted under this Agreement.

(IV) In the event that:

(A) the Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will not cause a contravention of the FAAT Act; and

(B) no other Shareholder also serves a valid Share Purchase Notice on the Transferring Shareholder; and

(C) the Purchasing Shareholder's Share Purchase Notice confirms that the Purchasing Shareholder is willing to purchase all of the Transferring Shares;

then the Transferring Shareholder must sell and the Purchasing Shareholder must purchase all of the Transferring Shares for the Sale Price.

(V) In the event that:

(A) two or more Purchasing Shareholders serve valid Share Purchase Notices on the Transferring Shareholder; and

(B) each Purchasing Shareholder's proposed purchase of Shares from the Transferring Shareholder will not cause a contravention of the FAAT Act; and

(C) the total number of Shares that the Purchasing Shareholders cumulatively propose in their respective Share Purchase Notices to purchase, is no less than the number of Transferring Shares;

then the Transferring Shareholder must sell and the Purchasing Shareholders must purchase the Transferring Shares for the Sale Price.

(VI) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with the preceding sub-clause hereof, then the Purchasing Shareholders shall each respectively purchase:

(A) such proportion of Shares as agreed between the Purchasing Shareholders and the Transferring Shareholder; or

(B) in the event that the Purchasing Shareholders and Transferring Shareholder cannot reach an agreement under the preceding sub-clause hereof, then each Purchasing Shareholder shall respectively purchase a proportion of the Transferring Shares that is equal to the proportion of Shares that the Purchasing Shareholder held at the date that the Transferring Shareholder served the Share Transfer Notice ("the Share Proportions").

(VII) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with this Agreement, and one of those Purchasing Shareholders fails to complete the purchase of the Shares that it is required to purchase under this clause, then within ten (10) Business Days of the said failure to complete:

(A) the Transferring Shareholder will offer those Shares which are the subject of the said failure to complete ("the Leftover Shares") to the other Purchasing Shareholders, at the Sale Price, in such proportions as agreed between the Purchasing Shareholders and the Transferring Shareholder; or

(B) in the event that the Purchasing Shareholders and Transferring Shareholder cannot reach an agreement under the preceding sub-clause hereof, then the Transferring Shareholder will offer the Leftover Shares to the other Purchasing Shareholders, at the Sale Price, in the Share Proportions.

(VIII) In the event that the Transferring Shareholder makes an offer to sell the Leftover Shares under the preceding sub-clauses hereof, then the Purchasing Shareholders will have a further ten (10) Business Days, from the date of the said offer to sell the Leftover Shares, to accept the said offer ("the Offer Period").

(IX) In the event that the sale of some or all of the Transferring Shares is not accepted by the Purchasing Shareholders within the Offer Period, then:

(A) the Transferring Shareholder may rescind all other agreements to sell Shares to the Purchasing Shareholders under this clause; and

(B) the Transferring Shareholder will not be obliged to sell any of the Transferring Shares to any of the Purchasing Shareholders under this clause; and

(C) the Transferring Shareholder will have no liability to any Purchasing Shareholder who was proposing to purchase Shares under this clause but whose agreement to purchase those said Shares was rescinded by the Transferring Shareholder under the preceding sub-clause hereof; and

(D) in the alternative, the Transferring Shareholder may sell the Leftover Shares to any other person or entity, for no less than the Sale Price, within one (1) month of the expiration of the Offer Period.

(X) Notwithstanding the preceding sub-clauses hereof, in the event that:

(A) the Transferring Shareholder, acting in good faith, follows the procedures set out in this clause in order to offer the Transferring Shares to the other Shareholders; and

(B) no agreement is reached between the Transferring Shareholder and any other Shareholder within the time periods set out in this clause (through no fault of the Transferring Shareholder);

then the Transferring Shareholder may, within three (3) months of the date that the Transferring Shareholder served the Share Transfer Notice, sell the Shares to the Buyer, for no less than the Sale Price.

(XI) Any transfer of Shares under this clause must be an unencumbered transfer of Shares, unless otherwise expressly agreed between the parties to that said transfer.

(XII) Any transfer of Shares under this clause will occur at the registered office of the Company.

(XIII) Any transfer of Shares from the Transferring Shareholder to one or more Purchasing Shareholders under this clause will occur at 12pm on the date which is two (2) months after the date that the Transferring Shareholder served the Share Transfer Notice, or such other date as is agreed between the Transferring Shareholder and the Purchasing Shareholder(s).


(11) FUTURE SHARE ISSUES

In the event that the Company issues new Shares at any time ("New Shares"), then:

(a) if the New Shares belong to a Class of Share which already exists, then the Company must offer to each Shareholder a number of New Shares which would enable that Shareholder to maintain its existing proportion of that class of Shares; and

(b) if the New Shares belong to a new Class of Share, then the Company must offer to each Shareholder a number of New Shares which is proportionate to the Shareholder's holding of Shares, calculated on a pro rata basis.


(12) FURTHER CAPITAL CONTRIBUTIONS

Notwithstanding any other clause of this Agreement, the Shareholders may by Special Majority:

(a) resolve that the Company requires additional funds to meet any obligations of creditors or to continue to maintain the Company's business; and

(b) resolve to issue an interest-free loan to the Company on a pro rata basis.


(13) DRAG ALONG RIGHTS

(a) In the event that a Shareholder (hereinafter referred to in this clause as "Seller") intends to sell or transfer some or all of its Shares to a third party (hereinafter referred to in this clause as "Buyer"), and the Shares that it proposes to sell or transfer ("Sale Shares") represent ________% or more of the total number of Shares in the Company that exist at the time of the proposed sale or transfer, then:

(I) if the Seller is selling or transferring all of the Seller's Shares, then the Seller will have the option to require each of the remaining Shareholders ("the Remaining Shareholders") to also sell or transfer to the Buyer all of the Shares owned by each of the said Remaining Shareholders; or

(II) if the Seller is not selling or transferring all of the Seller's Shares, then the Seller will have the option to require each of the Remaining Shareholders to sell or transfer to the Buyer a proportion of the said Remaining Shareholder's Shares which is equivalent to the proportion of the total number of Shares held by the Seller which the Seller is proposing to sell or transfer ("Drag Along Proportion").

(b) Any sale or transfer of the Remaining Shareholder's Shares under this clause ("Drag Along Sale") shall occur in accordance with the following procedure:

(I) the Seller must serve a notice ("Drag Along Notice") on the Company and on all Remaining Shareholders which:

(A) confirms that the Seller is exercising its right to require a Drag Along Sale; and

(B) confirms the price per Share which the Buyer has agreed to pay for the Sale Shares ("Drag Along Price"); and

(C) confirms whether the Seller is selling all of the Seller's Shares, or, in the event that the Seller is not selling all of the Seller's Shares, confirming the Drag Along Proportion; and

(D) provides a copy of the terms and conditions that will apply to the Drag Along Sale.

(II) in the event that the Seller is selling all of the Seller's Shares, then upon receipt of a Drag Along Notice, each Remaining Shareholder must sell its respective Shares to the Buyer at the Drag Along Price and on the other terms and conditions as set out in the Drag Along Notice; and

(III) in the event that the Seller is not selling all of the Seller's Shares, then upon receipt of a Drag Along Notice, each Remaining Shareholder must sell the Drag Along Proportion of its respective Shares to the Buyer at the Drag Along Price and on the other terms and conditions as set out in the Drag Along Notice; and

(IV) each Remaining Shareholder must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required, including by signing all Share transfer documents, in order to transfer the said Remaining Shareholder's Shares in accordance with this "Drag Along Rights" clause, free from all Encumbrances; and

(V) the sale of each of the respective Remaining Shareholder's Shares in accordance with this "Drag Along Rights" clause must be completed on the dates set out in the Drag Along Notice, or on such other date as agreed between the respective Remaining Shareholder, the Seller and the Buyer; and

(VI) in the event that the Seller does not complete the sale of Shares in accordance with a Drag Along Notice ("the Purchase"), then:

(A) the Remaining Shareholders will not be required to sell their Shares in accordance with the Drag Along Notice; and

(B) the Drag Along Notice in relation to the Purchase will lapse; and

(C) all obligations under the said Drag Along Notice in relation to the Purchase will lapse.


(14) TAG ALONG RIGHTS

(a) In the event that a Shareholder (hereinafter referred to in this clause as "Seller") intends to sell or transfer some or all of its Shares ("Tag Along Shares") to a third party or to another Shareholder (hereinafter referred to in this clause as "Buyer"), under an arms-length, bona fide offer ("Tag Along Sale") then the Seller must serve a notice ("Tag Along Notice") on the Company and on all Remaining Shareholders which:

(I) confirms the identity of the Buyer; and

(II) confirms the price per Share which the Buyer has agreed to pay for the Tag Along Shares ("Tag Along Price"); and

(III) confirms the number of Tag Along Shares which the Seller proposes to sell to the Buyer; and

(IV) provides a copy of the terms and conditions that will apply to the Tag Along Sale.

(b) Within ten (10) Business Days of receipt of a Tag Along Notice, each remaining Shareholder ("Remaining Shareholder") will have the right to also sell such number of Shares (of the same Class as the Tag Along Shares) as represents a percentage of that Remaining Shareholder's total holding of Shares which is equal to or less than the percentage that the Tag Along Shares represent of the Seller's total holding of Shares (calculated as at the date on which the Tag Along Notice was served, and on the basis that all Shares have been converted to Ordinary Shares, in accordance with the terms of issue of those Shares) ("Tag Along Proportion").

(c) Any sale or transfer of the Remaining Shareholder's Shares under this clause ("Remaining Tag Along Sale") shall occur in accordance with the following procedure:

(I) the Remaining Tag Along Sale shall occur on the same terms and conditions as apply to the Tag Along Sale; and

(II) the sale price per Share for the Remaining Tag Along Sale shall be equal to the Tag Along Price; and

(III) any Remaining Shareholder that intends to sell some or all of its Shares under a Remaining Tag Along Sale must serve a notice on the Company and on the Seller ("Tag Acceptance Notice") which:

(A) confirms that the Remaining Shareholder intends to sell some or all of its Shares to the Buyer under a Remaining Tag Along Sale; and

(B) confirms the number of Shares that the Remaining Shareholder intends to sell under the Remaining Tag Along Sale, such number being less than or equal to the Tag Along Proportion.

(IV) in the event that a Remaining Shareholder serves a Tag Acceptance Notice on the Seller in accordance with this clause, the Seller must not sell any of the Tag Along Shares unless at the time of sale of the Tag Along Shares, all Shares specified in the Tag Acceptance Notice are also sold at the Tag Along Price and on the same terms and conditions as apply to the Tag Along Sale.

(V) at completion of the Tag Along Sale and of the Remaining Tag Along Sale under this "Tag Along Rights" clause:

(A) each Buyer must pay to the seller of the Shares that the Buyer is buying (whether that seller is the Seller or a Remaining Shareholder), the Tag Along Price per Share; and

(B) each selling Shareholder (whether that seller is the Seller or a Remaining Shareholder), must transfer title to the Shares it is selling to the Buyer free from all Encumbrances.

(d) Each Shareholder hereby severally and irrevocably appoints the Company as its attorney and agent:

(I) with the power to complete a sale of Shares in accordance with this "Tag Along Rights" clause; and

(II) with the power to execute all necessary documents, agreements and instruments as reasonably required, including all Share transfer documents, in order to complete a sale of Shares in accordance with this "Tag Along Rights" clause.

(e) In the event that the Company executes a document, agreement or instrument ("Document") on behalf of a Shareholder under the preceding sub-clause hereof, then the Company must provide a copy of that Document to the Shareholder on behalf of which the Company has executed the said Document.

(f) A Tag Along Notice cannot be revoked or withdrawn unless a majority of the Shareholders consent in writing to such revocation or withdrawal.

(g) Notwithstanding the provisions of this "Tag Along Rights" clause, in the event that all Shareholders consent in writing to a particular sale or transfer of Shares, then this "Tag Along Rights" clause will not apply.


(15) QUORUM AND VOTING BY SHAREHOLDERS

(a) Subject to this clause, a quorum for any Shareholder Meeting is a representative of each Shareholder.

(b) Notwithstanding the preceding sub-clause hereof, in the event that a quorum, as described in the preceding sub-clause hereof, is not present at a Shareholder Meeting ("the Initial Meeting") within one (1) hour of the commencement of the Shareholder Meeting, the following procedure will apply:

(I) the meeting will be adjourned to the tenth Business Day after the date of the Initial Meeting, with the subsequent meeting ("the New Meeting") to be held at the same time and location as the Initial Meeting; and

(II) a notice of the New Meeting will be sent in a timely manner to all Shareholders such that all Shareholders are given a reasonable opportunity to attend the New Meeting; and

(III) at the New Meeting, a quorum will be one (1) Shareholder.

(c) Unless otherwise provided in this Agreement, each Share entitles the holder of that Share to one vote in relation to any resolution at a Shareholder Meeting.

(d) Notwithstanding the preceding sub-clause hereof, a Shareholder will not be entitled to vote in relation to a resolution at a Shareholder Meeting if that Shareholder has a material conflict of interest, except with the express consent of all of the other Shareholders at the said Shareholder Meeting.

(e) In the event that a Shareholder is prohibited under the preceding sub-clause hereof from voting on a resolution at a Shareholders Meeting due to a conflict of interest, and that Shareholder's absence from the Shareholder Meeting would mean that quorum (which would otherwise have been achieved) would not be achieved, quorum will be deemed to have been achieved.

(f) At any Shareholder Meeting, unless every Shareholder is present (in person or by proxy), and all Shareholders (or their respective representatives) have agreed otherwise, no matters may be considered except for those matters which have been expressly disclosed in the notice convening the said Shareholder Meeting.

(g) Any Shareholder may attend a Shareholder Meeting in person or by technological means (which includes but is not limited to telephone or video conference) provided that the Shareholder can clearly hear and be heard by the other Shareholders at the Shareholder Meeting.


(16) SHAREHOLDER MEETINGS

(a) Shareholder Meetings must be held in the manner as provided by the Company's Constitution.

(b) Unless otherwise provided in this Agreement, a resolution may be passed by Shareholders at a Shareholder Meeting by a Simple Majority.


(17) CHAIRPERSON AT SHAREHOLDER MEETINGS

(a) At any Shareholder Meeting, the Shareholders will, by Simple Majority, appoint a Shareholder to be Chairperson.

(b) The Shareholders may, from time to time, by Simple Majority, remove a Shareholder from the position of Chairperson and appoint a different Shareholder as Chairperson.

(c) At any Shareholder Meeting, the Chairperson will have a casting vote, in addition to that Chairperson's deliberative vote.


(18) MATTERS FOR DETERMINATION BY SHAREHOLDERS

Notwithstanding any other provisions of this Agreement, unless approved by a Special Majority of Shareholders, or as otherwise required by law, the Company may not take any action or pass any resolution that relates to any of the following matters:

(a) a proposal to wind up the Company (except for a winding up due to insolvency);

(b) a proposal to alter the Constitution of the Company;

(c) any proposal to create a material change in the business of the Company;

(d) any increase in the share capital of the Company;

(e) any reduction in the share capital of the Company;

(f) the allotment or issue of any class of equity in the Company, including but not limited to a Share, debenture, preference share or any other class of equity;

(g) the allotment or issue of any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(h) a proposal to alter any rights attached to any Share, debenture, preference share or any other class of equity;

(i) a proposal to change any Company policy in relation to the distribution of dividends;

(j) a proposal to alter any rights attached to any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(k) a proposal to sell or otherwise dispose of any shares that the Company holds in any subsidiary company;

(l) a proposal to apply for the Company to become listed on the Australian Securities Exchange;

(m) a proposal to increase any annual remuneration or bonuses to be paid to any Director(s);

(n) a proposal to sell or otherwise dispose of one or more assets which have a total book value of more than $1,000 Australian Dollars;

(o) a proposal to purchase one or more assets which have a total book value of more than $1,000 Australian Dollars;

(p) any other proposal to spend capital or incur debt in an amount of more than $1,000 Australian Dollars;

(q) a proposal to indemnify, guarantee, provide security, provide assurance or otherwise incur liability for an amount of more than $1,000 Australian Dollars;

(r) a proposal to borrow an amount of more than $1,000 Australian Dollars.


(19) NUMBER OF DIRECTORS

(a) The Company will have ________ initial Directors ("Initial Directors").

(b) The Company may not have more than ________ Directors at any time.


(20) SHAREHOLDER RIGHTS TO APPOINT DIRECTORS

(a) Each Shareholder is entitled to appoint Directors to the Company (whether Initial Directors or otherwise) as follows:

(I) If the Shareholder holds less than 20% of the total Share Capital of the Company, the Shareholder may appoint one (1) Director; and

(II) If the Shareholder holds 20% or more of the total Share Capital of the Company, the Shareholder may appoint two (2) Directors.

(b) If a Shareholder's holding of Share Capital changes at any time, such that the Shareholder, having appointed two (2) Directors to the Company, holds less than 20% of the total Share Capital of the Company, that Shareholder must take all necessary steps to cause the resignation of one (1) of the Directors which that Shareholder had previously appointed.

(c) If a Shareholder's holding of Share Capital changes at any time, such that the Shareholder, having appointed one (1) Director to the Company, holds 20% or more of the total Share Capital of the Company, then that Shareholder may appoint a second Director.


(21) SHAREHOLDER RIGHTS TO REMOVE DIRECTORS

(a) A Shareholder that is empowered to appoint a person as a Director under the preceding clause hereof may from time to time remove that person and appoint another person in his or her place.

(b) An Initial Director may only be removed:

(I) by the Shareholder that appointed that Initial Director; or

(II) in the event that the Shareholder that appointed that Initial Director no longer holds any Shares in the Company, then by another Shareholder.

(c) Any removal of a Director will take effect upon receipt at the registered office of the Company of a written notice of removal of Director, from the nominating Shareholder.


(22) RETIREMENT OF DIRECTORS

(a) A Director may retire by providing the following amount of written notice to the Company ("Retirement Notice Period"): ________

(b) In the event that a Director retires under this clause, the Shareholder which appointed that Director will be entitled to appoint a replacement Director.

(c) Any retirement of a Director under this clause will take effect upon the expiration of the Retirement Notice Period.


(23) EFFECT OF APPOINTMENT

(a) Any appointment of a Director will take effect upon receipt at the registered office of the Company of:

(I) written notice of appointment, from the nominating Shareholder; and

(II) written consent to act as Director, from the person nominated as Director.


(24) BOARD MEETINGS

(a) Unless otherwise agreed by all Directors, Board Meetings must be held at a minimum every quarter, but may be held more frequently.

(b) Unless otherwise agreed by all Directors, Board Meetings must be held at: ________

(c) Subject to this clause, at any Board Meeting, each Director is entitled to one vote.

(d) Notwithstanding the preceding sub-clause hereof, if at a particular Board Meeting, a Director who was appointed by a particular Shareholder is not present ("the Absent Director"), any other Director appointed by that Shareholder may exercise the Absent Director's vote in addition to their own.

(e) Any Director ("Appointing Director") may, from time to time, appoint another person to be an alternate director ("Alternate Director") for the Appointing Director.

(f) An Alternate Director appointed under the preceding sub-clause hereof may be appointed for a fixed period or indefinitely, as determined by the Appointing Director.

(g) Unless otherwise provided, an Appointing Director who appoints an Alternate Director under the preceding sub-clauses hereof may at any time, in the Appointing Director's sole discretion, revoke the appointment of the Alternate Director.

(h) Unless required by law, or as otherwise provided in this Agreement, a resolution may be passed at a Board Meeting by a Simple Majority of Directors.

(i) Notwithstanding the preceding sub-clause hereof, and subject to the "Matters for Determination by Shareholders" clause of this Agreement, a resolution at a Board Meeting must be passed by Special Majority of Directors if it relates to one or more of the following matters:

(I) a proposal to wind up the Company (except for a winding up due to insolvency);

(II) a proposal to alter the Constitution of the Company;

(III) any proposal to create a material change in the business of the Company;

(IV) any increase in the share capital of the Company;

(V) any reduction in the share capital of the Company;

(VI) the allotment or issue of any class of equity in the Company, including but not limited to a Share, debenture, preference share or any other class of equity;

(VII) the allotment or issue of any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(VIII) a proposal to alter any rights attached to any Share, debenture, preference share or any other class of equity;

(IX) a proposal to change any Company policy in relation to the distribution of dividends;

(X) a proposal to alter any rights attached to any option in relation to any class of equity including but not limited to a Share, debenture, preference share or any other class of equity;

(XI) a proposal to sell or otherwise dispose of any shares that the Company holds in any subsidiary company;

(XII) a proposal to apply for the Company to become listed on the Australian Securities Exchange;

(XIII) a proposal to increase any annual remuneration or bonuses to be paid to any Director(s);

(XIV) a proposal to sell or otherwise dispose of one or more assets which have a total book value of more than

(XV) a proposal to purchase one or more assets which have a total book value of more than

(XVI) any other proposal to spend capital or incur debt in an amount of more than

(XVII) a proposal to indemnify, guarantee, provide security, provide assurance or otherwise incur liability for an amount of more than

(XVIII) a proposal to borrow an amount of more than

(j) Subject to this clause, a quorum for any Board Meeting is one Director appointed by each Shareholder (in person or by proxy).

(k) Notwithstanding the preceding sub-clause hereof, in the event that a quorum, as described in the preceding sub-clause hereof, is not present at a Board Meeting ("the Initial Board Meeting") within one (1) hour of the commencement of the Board Meeting, the following procedure will apply:

(I) the meeting will be adjourned to the tenth Business Day after the date of the Initial Board Meeting, with the subsequent meeting ("the New Board Meeting") to be held at the same time and location as the Initial Board Meeting; and

(II) a notice of the New Board Meeting will be sent in a timely manner to all Directors such that all Directors are given a reasonable opportunity to attend the New Board Meeting; and

(III) at the New Board Meeting, a quorum will be one (1) Director.

(l) In the event that a Director has a material interest, a conflict of interest or a potential conflict of interest ("Interest") in relation to any matter that is being considered at a Board Meeting ("the Matter"), or that relates to any matter that is being considered at a Board Meeting, that Director must:

(I) disclose the Interest to all relevant parties; and

(II) refrain from voting on the Matter; and

(III) not be present while the Matter is being discussed or considered by the Board.

(m) In the event that a Director is prohibited under the preceding sub-clause hereof from voting on a resolution at a Board Meeting due to a conflict of interest, and that Director's absence from the Board Meeting would mean that quorum (which would otherwise have been achieved) would not be achieved, quorum will be deemed to have been achieved.

(n) For any Board Meeting, unless all of the Directors agree otherwise, all Directors must be given a minimum of ten (10) Business Days' notice and must at the same time be given a copy of an agenda.

(o) Any Director may attend a Board Meeting in person or by technological means (which includes but is not limited to telephone or video conference) provided that the Director can clearly hear and be heard by the other Directors at the Board Meeting and that the Board can effectively manage the Board Meeting as required.


(25) BOARD DECISIONS

(a) Subject to any laws which require certain decisions to be determined by Shareholders, and subject to the "Matters for Determination by Shareholders" clause of this Agreement, all business of the Company will be determined by the Board.

(b) Notwithstanding the preceding sub-clause hereof, the Board may resolve to establish a committee of the Board which is comprised of one or more Directors or any other persons that the Board considers appropriate ("Committee").

(c) In the event that the Board establishes a Committee under the preceding sub-clause hereof, the Board may further resolve to delegate any of the Board's decision-making powers to the said Committee.


(26) CHAIRPERSON AT BOARD MEETINGS

(a) The Board will, by Simple Majority, appoint a Director to be Chairperson.

(b) The Board may, from time to time, by Simple Majority, remove a Director from the position of Chairperson and appoint a different Director as Chairperson.

(c) At any Board Meeting, the Chairperson will have a casting vote, in addition to that Chairperson's deliberative vote.


(27) BOARD/DIRECTOR RESPONSIBILITIES

(a) All Directors must act at all times in good faith in the best interests of the Company.

(b) In accordance with the preceding sub-clause hereof, each Director must at all times during the period that the Director is a Director of the Company, avoid becoming involved in a conflict of interest, or upon discovery of a conflict of interest, must not allow such a conflict of interest to continue.

(c) Subject to the terms of this Agreement, the Board is responsible for managing the general affairs and business of the Company. This includes but is not limited to:

(I) developing the Company's general policies;

(II) developing a Budget and a Business Plan for the Company;

(III) developing the Company's general strategic goals, objectives and priorities;

(IV) developing the Company's financial objectives;

(V) dealing with other general Company matters as and when they arise.

(d) Notwithstanding any obligations of confidentiality which a Director may have under this Agreement, and subject to the following sub-clause of this Agreement, a Director may disclose, to the Shareholder that appointed the Director, or to any other party to which that Shareholder has an obligation to disclose information regarding the Company ("Other Party"), any information that has been made available to the Director in relation to the Company ("Disclosure").

(e) A Director may only make a Disclosure to an Other Party under the preceding sub-clause hereof if the Director first takes all reasonable steps to ensure that the Other Party to which the Director is making the Disclosure will maintain the confidentiality of the information, including, if necessary, by having that Other Party enter a confidentiality agreement.


(28) REMUNERATION OF DIRECTORS

Unless all Shareholders otherwise agree, Directors appointed under this Agreement are not entitled to receive any fees, wages, salary or other remuneration or compensation in connection with their role as Director.


(29) DIVIDENDS

(a) For each Financial Year, unless the Board resolves by Special Majority to do otherwise, the Company must:

(I) set aside such sums as the Board deems necessary in order to satisfy the Company's debt obligations; and

(II) set aside such sums as the Board deems necessary in order to recoup any of the Company's past losses; and

(III) set aside such sums as the Board deems necessary in order to maintain the Company's solvency; and

(IV) set aside such sums as the Board deems necessary in order to meet the Company's future capital expense needs; and

(V) set aside such sums as the Board deems necessary in order to meet any of the Company's contractual or other obligations; and

(VI) after the setting aside of all sums in accordance with the preceding sub-clauses hereof, pay tax on the Company's net profit; and

(VII) declare a dividend equal to 100% of the Company's net after tax profit (after the setting aside of all sums in accordance with the preceding sub-clauses hereof).

(b) The Company must pay any dividend declared under this clause ("Dividend") within one (1) month of the date that the Dividend was declared.


(30) BUDGET AND BUSINESS PLAN

(a) For each Financial Year, unless the Board resolves by Special Majority to do otherwise, the Company must:

(I) for the first Financial Year after the Company was incorporated, submit to the Board a draft Budget and draft Business Plan for the Company for that Financial Year, within two (2) months of the Commencement Date.

(II) for any subsequent Financial Year ("the Subsequent Financial Year"), submit to the Board a draft Budget and draft Business Plan for the Company for that Subsequent Financial Year. Such draft Budget and draft Business Plan must be submitted to the Board at least two (2) months before the commencement of that Subsequent Financial Year.

(b) Upon receiving a draft Budget and/or draft Business Plan under the preceding sub-clauses hereof, the Board must:

(I) consider that draft Budget and/or draft Business Plan; and

(II) if the Board determines that the draft Budget and/or draft Business Plan require any amendments, take all reasonable steps to organise such amendments and approve final drafts of the Budget and/or Business Plan within ten (10) Business Days of having received them.

(c) After having approved a Budget and/or Business Plan for a particular Financial Year, the Board may, by Special Majority, amend that Budget and/or Business Plan, (whether during that particular Financial Year or prior to that particular Financial Year).

(d) Subject to the preceding sub-clause hereof, the Company will take all reasonable steps to operate and to conduct its business in accordance with any Budget and/or Business Plan that is adopted and/or amended by the Board from time to time (whether amended under the preceding sub-clause or not).


(31) REPORTING

The Company must ensure that all Directors receive adequate information to enable them to understand the financial circumstances of the Company and to ensure that the Company is able to operate efficiently and to the best of its capacity. In accordance with this clause, the Company must:

(a) provide all relevant management and financial information to the Directors in a timely manner; and

(b) within ten (10) Business Days of the end of each month ("the Relevant Month"), provide to the Directors:

(I) a profit and loss statement for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(II) a profit and loss statement for the Company for the current Financial Year to date, prepared in accordance with GAAP; and

(III) a balance sheet for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(IV) a balance sheet for the Company for the current Financial Year to date, prepared in accordance with GAAP; and

(V) a cash flow statement for the Company as at the end of the Relevant Month, prepared in accordance with GAAP; and

(VI) a cash flow statement for the Company for the current Financial Year to date, prepared in accordance with GAAP.

(c) provide to the Directors as soon as reasonably practicable after the end of each Financial Year:

(I) a profit and loss statement for the Company for that Financial Year, prepared in accordance with GAAP; and

(II) a balance sheet for the Company for that Financial Year, prepared in accordance with GAAP; and

(III) a cash flow statement for the Company for that Financial Year, prepared in accordance with GAAP.


(32) INSURANCE OF DIRECTORS AND OFFICERS

(a) The Company will (to the extent permitted by law) at all times maintain insurance which provides cover for directors and officers liability, for the benefit of the Directors ("Insurance").

(b) The Insurance must name the Directors as beneficiaries of the relevant insurance policy.

(c) The Insurance must be with an insurer that is approved by the Board, provided that the Board must not unreasonably refuse to approve an insurer.

(d) The Insurance must be on such terms as are approved by the Board, provided that the Board must not unreasonably refuse to approve any term(s).


(33) INDEMNITY OF DIRECTORS AND OFFICERS

The Company will (to the extent permitted by law) indemnify and keep indemnified each Director against any and all liabilities, claims, demands, damages or losses, whether direct or indirect:

(a) incurred by the said Director as a result of the Director lawfully exercising any of the Director's powers, responsibilities or authorities as a Director of the Company; or

(b) incurred by the said Director in some other way in connection with the Director's position as a Director of the Company.


(34) DEFAULT BY SHAREHOLDER

If any Shareholder:

(a) breaches this Agreement in a material way, and such material breach cannot be remedied; or

(b) breaches this Agreement in a material way, and does not remedy that material breach within fifteen (15) Business Days of being notified by another Shareholder to remedy that material breach; or

(c) breaches or fails to perform its obligations under a condition of this Agreement, and such breach or failure cannot be remedied; or

(d) breaches or fails to perform its obligations under a condition of this Agreement, and does not remedy that breach or failure within fifteen (15) Business Days of being notified by another Shareholder to remedy that breach or failure; or

(e) repeatedly breaches or fails to perform its obligations under any other provision of this Agreement, and such breaches or failures have a material adverse effect on the Company or on any other Shareholder; or

(f) is a company and:

(I) is insolvent within the meaning of section 95A of the Corporations Act; or

(II) a court is required, under section 459C(2) of the Corporations Act to presume that the Shareholder is insolvent; or

(III) the Shareholder fails to comply with a statutory demand as defined in section 459F(1) of the Corporations Act; or

(IV) a controller (as defined in section 9 of the Corporations Act), or a similar officer, is appointed to handle some or all of the Shareholder's affairs; or

(V) an administrator is appointed to handle some or all of the Shareholder's affairs, or any preliminary step is taken towards the appointment of an administrator; or

(VI) an application or order is made, proceedings are commenced, a resolution is passed, a resolution is proposed in a notice of meeting, or any other steps ("the Steps") are taken towards the winding up or the dissolution of the Shareholder, or for the Shareholder to enter an arrangement, compromise with, or assignment for the benefit of, any or all of its creditors, provided that the Steps are not frivolous or vexatious; or

(g) is a natural person and:

(I) files for bankruptcy; or

(II) an application is made for the Shareholder's bankruptcy; or

(III) a creditor takes possession of some or all of the Shareholder's property or assets; or

(IV) a trustee for creditors, trustee in bankruptcy, receiver, receiver and manager or other similar person is appointed to handle some or all of the Shareholder's property or assets; or

(V) the Shareholder enters a voluntary arrangement with a creditor; or

(VI) the Shareholder proposes to enter a voluntary arrangement with a creditor;

then such events will constitute a default under this Agreement ("Default") by the said Shareholder ("the Defaulting Shareholder").


(35) CONSEQUENCES OF DEFAULT

(a) If a Default occurs, then:

(I) the Defaulting Shareholder is not permitted to vote at any Shareholder Meetings until the Default is rectified; and

(II) the Defaulting Shareholder will remain bound by its confidentiality obligations under this Agreement; and

(III) the Defaulting Shareholder hereby indemnifies and keeps indemnified the Company and all other Shareholders (each individually referred to in this clause as an "Other Party") against any loss, liability, costs and expenses which the Other Party incurs as a direct result of the Default; and

(IV) any Other Party may serve a notice on the Defaulting Shareholder demanding that the Default is rectified ("Notice").

(b) In the event that an Other Party serves a Notice on the Defaulting Shareholder under the preceding sub-clause hereof, and the Default is not rectified within ten (10) Business Days of the service of the Notice, or in the event that the Default cannot be rectified, the Defaulting Shareholder irrevocably appoints the Company and each Director of the Company from time to time severally to be the Defaulting Shareholder's attorney ("Attorney") in order to:

(I) sell all of the Defaulting Shareholder's Shares in the Company; and

(II) take all actions necessary to give effect to such sale; and

(III) execute under hand or under seal, whether conditionally or unconditionally, in any place selected by the Attorney, an instrument of transfer in relation to the Shares, and any other document(s) which are reasonably required in order to give effect to such sale of Shares; and

(IV) undertake the following procedure (including by executing under hand or under seal, whether conditionally or unconditionally, in any place selected by the Attorney, a "Share Transfer Notice", as described in the sub-clauses below) in order to facilitate the sale of the Defaulting Shareholder's Shares:

(A) within ten (10) Business Days of the Attorney(s) being appointed to the Defaulting Shareholder (or within such other time as the Attorney(s) reasonably determine), the Attorney(s) must request a qualified auditor to determine the fair market value of the Defaulting Shareholder's Shares ("Default Share Price"); and

(B) upon obtaining the fair market value of the Defaulting Shareholder's Shares, the Attorney(s) must provide a notice to each other Shareholder ("Share Transfer Notice") which:

(1) states that the Attorney(s) are transferring the Defaulting Shareholder's said Share(s) ("the Transferring Shares"); and

(2) confirms the number of Shares that are being transferred from the Defaulting Shareholder; and

(3) states the Default Share Price and confirms that the said Attorney(s) propose to sell the said Shares for the Default Share Price.

(C) Upon receipt of a valid Share Transfer Notice, any Shareholder other than the Defaulting Shareholder ("the Purchasing Shareholder") may, within one (1) month of having received the Share Transfer Notice, serve a notice on the Attorney(s) ("Share Purchase Notice") which:

(1) states that the Purchasing Shareholder wishes to purchase some or all of the Transferring Shares from the Defaulting Shareholder; and

(2) confirms the number of Shares that the Purchasing Shareholder wishes to purchase from the Defaulting Shareholder; and

(3) confirms that the Purchasing Shareholder is willing to pay the Default Share Price for the Shares.

(D) In the event that the Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will cause a contravention of the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) ("the FAAT Act"), then that Purchasing Shareholder's Share Purchase Notice will not be valid and the proposed purchase of shares by that Purchasing Shareholder will not be permitted under this Agreement.

(E) In the event that:

(1) the Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will not cause a contravention of the FAAT Act; and

(2) no other Shareholder also serves a valid Share Purchase Notice on the Attorney(s); and

(3) the Purchasing Shareholder's Share Purchase Notice confirms that the Purchasing Shareholder is willing to purchase all of the Transferring Shares;

then the Attorney(s), on behalf of the Defaulting Shareholder, must sell and the Purchasing Shareholder must purchase all of the Transferring Shares for the Default Share Price.

(F) In the event that:

(1) two or more Purchasing Shareholders serve valid Share Purchase Notices on the Attorney(s); and

(2) each Purchasing Shareholder's proposed purchase of Shares from the Defaulting Shareholder will not cause a contravention of the FAAT Act; and

(3) the total number of Shares that the Purchasing Shareholders cumulatively propose in their respective Share Purchase Notices to purchase, is no less than the number of Transferring Shares;

then the the Attorney(s), on behalf of the Defaulting Shareholder must sell and the Purchasing Shareholders must purchase the Transferring Shares for the Default Share Price.

(G) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with the preceding sub-clause hereof, then the Purchasing Shareholders shall each respectively purchase:

(1) such proportion of Shares as agreed between the Purchasing Shareholders and the Attorney(s); or

(2) in the event that the Purchasing Shareholders and Attorney(s) cannot reach an agreement under the preceding sub-clause hereof, then each Purchasing Shareholder shall respectively purchase a proportion of the Transferring Shares that is equal to the proportion of Shares that the Purchasing Shareholder held at the date that the Attorney(s) served the Share Transfer Notice ("the Share Proportions").

(H) In the event that the Transferring Shares are to be transferred to two or more Purchasing Shareholders in accordance with this Agreement, and one of those Purchasing Shareholders fails to complete the purchase of the Shares that it is required to purchase under this clause, then within ten (10) Business Days of the said failure to complete:

(1) the Attorney(s) will offer those Shares which are the subject of the said failure to complete ("the Leftover Shares") to the other Purchasing Shareholders, at the Default Share Price, in such proportions as agreed between the Purchasing Shareholders and the Attorney(s); or

(2) in the event that the Purchasing Shareholders and Attorney(s) cannot reach an agreement under the preceding sub-clause hereof, then the Attorney(s) will offer the Leftover Shares to the other Purchasing Shareholders, at the Default Share Price, in the Share Proportions.

(I) In the event that the Attorney(s) make an offer to sell the Leftover Shares under the preceding sub-clauses hereof, then the Purchasing Shareholders will have a further ten (10) Business Days, from the date of the said offer to sell the Leftover Shares, to accept the said offer ("the Offer Period").

(J) In the event that the sale of some or all of the Transferring Shares is not accepted by the Purchasing Shareholders within the Offer Period, then:

(1) the Attorney(s), on behalf of the Defaulting Shareholder, may rescind all other agreements to sell Shares to the Purchasing Shareholders under this clause; and

(2) the Attorney(s), on behalf of the Defaulting Shareholder, will not be obliged to sell any of the Transferring Shares to any of the Purchasing Shareholders under this clause; and

(3) the Defaulting Shareholder, or the Attorney(s) on behalf of the Defaulting Shareholder, will have no liability to any Purchasing Shareholder who was proposing to purchase Shares under this clause but whose agreement to purchase those said Shares was rescinded by the Attorney(s) on behalf of the Defaulting Shareholder under the preceding sub-clause hereof; and

(4) in the alternative, the Attorney(s) on behalf of the Defaulting Shareholder may sell the Leftover Shares to any other person or entity, for no less than the Default Share Price, within one (1) month of the expiration of the Offer Period.

(K) Notwithstanding the preceding sub-clauses hereof, in the event that:

(1) the Attorney(s) (on behalf of the Defaulting Shareholder), acting in good faith, follow the procedures set out in this clause in order to offer the Transferring Shares to the other Shareholders; and

(2) no agreement is reached between the Attorney(s) (on behalf of the Defaulting Shareholder) and any other Shareholder within the time periods set out in this clause (through no fault of the Attorney(s) or of the Defaulting Shareholder);

then the Attorney(s) on behalf of the Defaulting Shareholder may, within three (3) months of the date that the Attorney(s) served the Share Transfer Notice, sell the Shares to any other person or entity, for no less than the Default Share Price.

(L) Any transfer of Shares under this clause must be an unencumbered transfer of Shares, unless otherwise expressly agreed between the parties to that said transfer.

(M) Any transfer of Shares under this clause will occur at the registered office of the Company.

(N) Any transfer of Shares from the Defaulting Shareholder to one or more Purchasing Shareholders under this clause will occur at 12pm on the date which is two (2) months after the date that the Attorney(s) served the Share Transfer Notice, or such other date as is agreed between the Attorney(s) and the Purchasing Shareholder(s).

(O) In the event that the Attorney(s) follow the procedures set out in this clause, but the Defaulting Shareholder remains the owner of some or all of the Shares in the Company on the date which is three (3) months after the date that the Attorney(s) served the Share Transfer Notice ("the End Date"), then:

(1) the Company may, within one (1) month of the End Date, buy back some or all of the Defaulting Shareholder's Shares, at the Default Share Price ("Buy Back"); and

(2) in the event that a Buy Back occurs in relation to some or all of the Defaulting Shareholder's Shares under the preceding sub-clause hereof, the Company must notify all of the Shareholders ("Notification"), within ten (10) Business Days of the End Date, how many Shares the Company is buying back; and

(3) in the event that the Company serves a Notification on the Shareholders under the preceding sub-clause hereof:

(a) the completion of the Buy Back is subject to approval by the Shareholders (other than the Defaulting Shareholder) of the terms of the Buy Back; and

(b) the Shareholders must make all reasonable efforts and must execute any necessary documents in order to:

(I) consider and approve the terms of the agreement for the Buy Back in accordance with the Corporations Act; and

(II) if required, pass a Shareholders resolution at a general meeting of the Company which supports the Buy Back; and

(III) ensure that the Company complies with all procedural requirements and any requirements under the Corporations Act in relation to the Buy Back and in relation to any general meeting of the company which is convened in relation to the Buy Back; and

(IV) if required, convene a general meeting of the Shareholders of the Company, in accordance with the Corporations Act; and

(c) the Buy Back will be completed at the registered office of the Company; and

(d) the Buy Back will be completed at 12pm on the date which is one (1) month after the End Date, or on such other date as the Shareholders and the Attorney(s) determine.


(36) COMPANY BUY BACK OF SHARES

(a) In addition to any Shares which the Company may buy back from a Shareholder under the preceding clause hereof, the Company shall have a duty to purchase any Shares held by a Shareholder in the following situation(s) ("Triggering Event"):

(I) If the Shareholder was employed by the Company in any capacity and was required to terminate the employment relationship.

(II) If the Shareholder loses legal capacity.

(III) If the Shareholder dies.

(b) The Company shall purchase each and all of the Shareholder's Shares in any such situation as described above, and may not purchase only a proportion of the Shares. The Company shall do so by serving a written notice upon the Shareholder or upon the Shareholder's legal personal representative ("Representative") as soon as is practicable after the Company receives notice of any such triggering event.

(c) The sale price for the Shares purchased by the Company under this clause will be:

(I) the fair market value, as agreed between the Company and the Shareholder or the Representative; or

(II) in the event that the Company does not reach agreement with the Shareholder or the Representative, within two (2) months of the triggering event, about the fair market value of the Shares, then the Company must engage a qualified auditor to determine the fair market value of the Shares.

(d) Each Shareholder irrevocably appoints the Company and each Director of the Company from time to time severally to be the Shareholder's attorney ("Attorney") in order to deal with the Shareholder's Shares in accordance with this clause.


(37) CONFIDENTIALITY

(a) Each of the Parties to this Agreement hereby acknowledges and agrees that each Party may be both the Receiving Party in relation to some Confidential Information, and the Disclosing Party in relation to some other Confidential Information, and that the terms of this Agreement are binding upon the Party as a Receiving Party and enforceable by the Party as a Disclosing Party, as the context so provides.

(b) Subject to any exceptions set out in this Agreement, the Receiving Party must keep the Confidential Information confidential.

(c) The Receiving Party must use all reasonable care to protect the Confidential Information against disclosure, including when the Confidential Information is in storage and when the Confidential Information is being used.

(d) The Receiving Party must not disclose the Confidential Information to any third parties except as is permitted under the terms of this Agreement.

(e) The Receiving Party must only allow an agent, director, officer, professional adviser, consultant, employee, financier, investor, potential financier, potential investor or other affiliated person or organisation to have access to Confidential Information if:

(I) such access is necessary in order to give effect to the terms of this Agreement; and

(II) such access is limited to only that Confidential Information which must be disclosed in order to give effect to the terms of this Agreement; and

(III) such access is not granted to any more persons or organisations than is necessary in order to give effect to the terms of this Agreement; and

(IV) the Receiving Party first ensures that any person or organisation receiving access to Confidential Information from the Receiving Party is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; and

(V) if required by the Disclosing Party, before the Receiving Party discloses Confidential Information to any other person or organisation in accordance with this clause, the Receiving Party procures from all of those persons or organisations which will receive Confidential Information, a signed confidentiality agreement on terms at least as onerous as those contained in this Agreement.

(f) If there is any doubt as to whether any particular information constitutes Confidential Information, the Receiving Party should presume it is Confidential Information, until the Receiving Party obtains explicit confirmation from the Disclosing Party that it is not Confidential Information.

(g) In the event that the Receiving Party becomes aware of a breach of confidentiality ("Breach") by any person, organisation, corporation or other entity to which the Receiving Party has disclosed or revealed any Confidential Information, or by any person, organisation, corporation or other entity which has otherwise obtained access to any Confidential Information, then:

(I) the Receiving Party must immediately notify the Disclosing Party of the Breach; and

(II) the Receiving Party must provide the Disclosing Party (and any other Parties) with all reasonable assistance in order to minimise the harm or loss that results from the Breach; and

(III) the Receiving Party must provide the Disclosing Party (and any other Parties) with all reasonable assistance with any proceedings which may be commenced in relation to the Breach.

(h) Unless otherwise required by law, regulation, by the requirements of a stock exchange or by the terms of this Agreement, upon the request by a Disclosing Party, all Confidential Information provided by a Disclosing Party to a Receiving Party, together with any copies, summaries or other derivative works whatsoever, must be returned to the Disclosing Party or must be handled as otherwise directed by the Disclosing Party.

(i) Nothing in this "Confidentiality" clause specifically prohibits or restrains:

(I) a Director from disclosing information about the Company to the Party which appointed that Director ("the Appointing Party"), or to another Party to which the Appointing Party has a duty to disclose that information, provided that the Party receiving the information is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; or

(II) information from being disclosed or released to a Party that is considering purchasing Shares in the Company, provided that the Party receiving the information is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; or

(III) information from being disclosed or released if the Parties to this Agreement agree that it is no longer Confidential Information; or

(IV) a Receiving Party from disclosing the contents of this Agreement for the purpose of enforcing its rights under this Agreement or under any other Agreement.

(j) This clause will survive termination or expiration of this Agreement.


(38) NO COMPETITION

(a) Each Shareholder hereby respectively agrees that, for the period of time as set out in this clause ("the Time Period"), and within the geographical area as set out in this clause ("the Geographical Area"), the said Shareholder will not, either directly or indirectly, whether as employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unit holder, trustee, contractor or otherwise, undertake any of the following:

(I) engaging in a company or other business which is the same as, similar to or in competition with the Company; or

(II) soliciting, hiring, or attempting to hire any of the employees, staff, Shareholders or Directors of the Company away from the Company; or

(III) soliciting any of the customers or clients away from the Company; or

(IV) attempting, encouraging, procuring or otherwise assisting a person to do any of the things described in this clause.

(b) For the purposes of this clause, "the Time Period" means the period of time starting when the said Shareholder first acquires one or more Shares and ending the following period of time after the said Shareholder ceases to hold Shares:

(I) six months;

(c) For the purposes of this clause, "the Geographical Area" means, from the Company Address, a distance of:

(I) one kilometre;

(d) This clause will survive termination, expiration or Completion of this Agreement.


(39) INTELLECTUAL PROPERTY

(a) The Parties to this Agreement hereby acknowledge and agree that all intellectual property rights owned or held by the Company ("IP Rights") are the sole property of the Company.

(b) The Parties to this Agreement hereby acknowledge and agree that unless otherwise agreed in writing by the Company, the IP Rights may not be used by any other Parties.


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(41) DISPUTE RESOLUTION

The Parties hereby acknowledge and agree that in the event that a dispute arises between any two or more Parties to this Agreement ("Dispute"), then such dispute must be addressed in accordance with the following procedure:

(a) any Party to this Agreement may provide a notice to all other Parties to this Agreement ("Dispute Notice") which provides an outline of the circumstances of the Dispute; and

(b) within fifteen (15) Business Days of receipt of the Dispute Notice, or such other time as the Parties agree ("the Dispute Time"), the Parties (and in particular, the parties to the Dispute) may:

(I) convene a meeting in order to discuss a resolution of the Dispute ("Dispute Meeting"); or

(II) use such other method(s) as the Parties agree in order to discuss a resolution of the Dispute ("Other Dispute Method"); and

(c) if the Dispute is resolved at the Dispute Meeting or by the Other Dispute Method, then the Parties in attendance at the Dispute Meeting will each sign a statement confirming how the Dispute has been resolved; and

(d) in the event that the Dispute is not resolved within the Dispute Period then within fifteen (15) Business Days of the expiration of the Dispute Period, or in the event that a Dispute Meeting applies then within fifteen (15) Business Days of the Dispute Meeting, or in the event that an Other Dispute Method applies then within fifteen (15) Business Days of the date of the Other Dispute Method (each hereinafter referred to as "the Referral Date"), the Dispute will be referred to mediation ("Mediation"); and

(e) the Mediation shall be held at the following location:

________

or at such other location as is agreed between the Parties to the dispute from time to time; and

(f) the Mediation shall be held in accordance with the Resolution Institute Mediation Rules (as enacted from time to time); and

(g) the costs and disbursements of the mediator appointed to handle the Mediation will be paid equally by the parties to the Mediation; and

(h) each Shareholder will pay its own costs in relation to the Mediation; and

(i) in the event that the Dispute has not been resolved within forty five (45) days of the Referral Date, then any Party may commence proceedings in any relevant court or tribunal in relation to the Dispute; and

(j) notwithstanding the various terms of this "Dispute Resolution" clause, each Party remains bound by its various respective obligations as set out in this Agreement, except that:

(I) in the event that a Party acts in good faith in relation to the Dispute; and

(II) as a result of the Dispute, the Party is unable to perform one or more of its obligations under this Agreement ("Restrained Obligation");

then the Party will be released from the Restrained Obligation for such time as the Dispute prevents the Party from performing the Restrained Obligation, but upon the Dispute no longer preventing the Party from performing the Restrained Obligation, then the Party will be obliged to perform the Restrained Obligation.


(42) WARRANTIES

Each Party (which will in this clause respectively be referred to as the "Warranting Party", as the context requires) hereby warrants and represents to each other Party that as at the date of this Agreement and as at the Commencement Date:

(a) the Warranting Party intends to be bound by the terms of this Agreement; and

(b) this Agreement constitutes a legal, valid and binding obligation on the Warranting Party; and

(c) the Warranting Party has the full legal capacity to enter into this Agreement and to perform the Warranting Party's obligations under this Agreement; and

(d) In the event that an attorney executes this Agreement on behalf of the Warranting Party ("the Attorney"), the Attorney hereby acknowledges and confirms that the Attorney has no notice of revocation or suspension of the power of attorney under which the Attorney executes this Agreement; and

(e) the Warranting Party has the lawful authority to enter into this Agreement and to perform the Warranting Party's obligations under this Agreement; and

(f) the Warranting Party (except the Company) has the lawful authority and the full corporate or statutory power, (as the context requires) to be the registered holder of Shares in the Company; and

(g) except in the event that the Warranting Party enters this Agreement as a trustee of a trust, the Warranting Party (except the Company) has the lawful authority and the full corporate or statutory power (as the context requires) to be the beneficial holder of Shares in the Company; and

(h) to the best of the Warranting Party's knowledge and understanding, there are no actual, pending or threatened claims, investigations, actions or other proceedings against it which might have a material effect on the other Parties (including the Company) in relation to the subject matter of this Agreement; and

(i) in the event that the Warranting Party is a corporation, the Warranting Party will not breach any term(s) or provision(s) of its constitution or other constituent documents by entering this Agreement; and

(j) by entering this Agreement, the Warranting Party will not breach any term(s) or provision(s) of any other agreement, deed, contract, court order, injunction, judgment, law, regulation, by-law, rule or other obligation; and

(k) the Warranting Party has not relied on any representation(s) made by any other Party, except for such representations as are expressly set out in this Agreement; and

(l) the Warranting Party will not during the currency of this Agreement rely on any representation(s) made by any other Party on or before the Commencement Date, except for such representations as are expressly set out in this Agreement.


(43) TERMINATION

(a) This Agreement terminates:

(I) by agreement of all Shareholders; or

(II) in the event that the Company is wound up, upon the winding up of the Company; or

(III) in the event that all of the issued capital of the Company is transferred to a single Shareholder ("Entire Transfer"), on the date that the said Entire Transfer occurs; or

(IV) for a particular Shareholder, when that Shareholder ceases to hold any Shares; or

(V) in the event that the Company undertakes an IPO, on the date that shares in the IPO of the Company are allotted or transferred

(b) In the event that a Party (other than the Company) stops being a Shareholder ("the Terminating Party"), the Terminating Party's rights and obligations under this Agreement will immediately terminate, except that the Terminating Party may enforce any right, obligation or claim which arises on or before such termination, and another Party may enforce against the Terminating Party any right, obligation or claim which arises on or before such Termination.

(c) Notwithstanding any other provisions of this Agreement, at the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to:

(I) the clause of this Agreement which is entitled "Confidentiality"; and

(II) the clause of this Agreement which is entitled "Warranties"; and

(III) the clause of this Agreement which is entitled "Applicable Law"; and

(IV) the clause of this Agreement which is entitled "General Provisions"; and

(V) the provisions under the heading "Default by Shareholder" whereby a Defaulting Shareholder indemnifies and keeps indemnified the Company and all other Shareholders; and

(VI) this clause; and

(VII) any other provisions which explicitly state that they will, or by their nature would be expected to, survive termination or expiration.


(44) ADDRESS FOR NOTICES

(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to a Party if delivered to that Party's address which is listed at the start of this Agreement.

(b) Any Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Parties in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.

(c) The relevant email addresses for the Parties are as follows:

________


(45) WRITTEN COMMUNICATION

(a) In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(I) such notice must be in writing; and

(II) such notice must be in English; and

(III) such notice must be signed by or on behalf of the Party providing the notification; and

(IV) such notice must be addressed to the Party to which the notification is to be given; and

(V) such notice is properly given if given to the other Party:

(A) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.

(B) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

(C) by prepaid post to the Party's respective address as provided in accordance with the "Address for Notices" clause of this Agreement.

(D) by hand delivery to the Party's respective address as provided in accordance with the "Address for Notices" clause of this Agreement.

(VI) such notice is taken to be received:

(A) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(B) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(C) if sent by prepaid post within Australia, five (5) Business Days after the date of posting.

(D) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

(E) if provided by hand delivery on a Business Day, then on the date of delivery.

(F) if provided by hand delivery on a day which is not a Business Day, then on the next Business Day.


(46) APPLICABLE LAW

This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.


(47) GENERAL PROVISIONS

(a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(b) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(c) TRANSFER OF RIGHTS OR OBLIGATIONS: No Party is permitted to novate, subcontract, assign or otherwise transfer that Party's rights or obligations under this Agreement without the prior written consent of each other Party.

(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(e) LIABILITY OF PARTIES: The rights, obligations and liabilities of the Parties under this Agreement are several and are not joint or joint and several.

(f) CUMULATIVE RIGHTS: The rights and remedies provided in this Agreement are cumulative with any rights or remedies provided by law, and do not exclude any such rights or remedies provided by law.

(g) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(h) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(i) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(j) ENTIRE AGREEMENT: Subject to the "Other Documents" clause of this Agreement, in relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(k) NO RELIANCE ON REPRESENTATIONS: The Parties each respectively acknowledge and agree that they have entered into this Agreement voluntarily and without relying on any representation by any other Party or by any agent or representative of that other Party.

(l) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

(m) BINDING AGREEMENT: This Agreement is binding on the Parties and is to be considered effective as of the date that all Parties have signed the agreement, or in the case that the Agreement has been executed in counterparts, then upon the exchange of counterparts.

(n) FORCE MAJEURE/EXCUSE: No Party is liable to any other Party for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

(o) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.

(p) COSTS: Each Party is responsible for its own costs in connection with the negotiation, preparation, execution and completion of this agreement, and in connection with giving effect to this Agreement, including but not limited to legal and accounting costs.




EXECUTED AS AN AGREEMENT this..................... day of................................................



Executed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:



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________, Director



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________, Director



Executed for and on behalf of ________:



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________


In the presence of:



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Witness Signature


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Witness Name


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Witness Occupation


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Witness Address



Executed for and on behalf of ________:



..................................................
________


In the presence of:



..................................................
Witness Signature


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Witness Name


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Witness Occupation


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Witness Address