Deed of Accession

DEED OF ACCESSION

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

THIS DEED OF ACCESSION is made the..................... day of................................................

BETWEEN THE COMPANY (hereinafter "the Company"):

________ (ACN................................................) of the following address:

________

AND THE NEW PARTY (hereinafter "the New Party"):

________

________

AND THE SELLING SHAREHOLDER (hereinafter "the Selling Shareholder"):

________

________

AND THE EXISTING PARTIES (hereinafter "the Existing Parties" or individually "the Existing Party"):

FIRST EXISTING PARTY

________

________

(1) The Company, the Selling Shareholder and the Existing Parties are all parties to the Shareholders Agreement dated ________ ("the Shareholders Agreement").

(2) The Selling Shareholder wishes to sell, and the New Party wishes to buy, the Transfer Shares.

(3) As required under the Shareholders Agreement, a party that wishes to become a party to the Shareholders Agreement must sign a deed of accession before that party is registered as a Shareholder of the Company.

(4) The Selling Shareholder wishes to be released from its obligations under the Shareholders Agreement.

(5) The Parties to this Deed have agreed to the New Party becoming a party to the Shareholders Agreement, and the Selling Shareholder being released from its obligations under the Shareholders Agreement, on the terms set out in this Deed.

(2) DEFINITIONS

"Commencement Date" means the date the New Party is registered as a Shareholder and becomes bound by the terms of the Shareholders Agreement, which is the..................... day of................................................

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

"Deed" means this Deed of Accession.

"Deed Date" means the date of this Deed, as recorded on the first page of this Deed.

"Existing Parties" means each Existing Party cumulatively.

"Existing Party" means each party to the Shareholders Agreement, except for the Company or the Selling Shareholder.

"Insolvency Event" in relation to a Party occurs if that Party:

(a) 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

(b) 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; or

(c) is a partnership and:

(I) one or more partners in the Party's partnership (hereinafter "Partner") files for bankruptcy; or

(II) an application is made for a Partner's bankruptcy; or

(III) a creditor takes possession of some or all of the property or assets of a Partner or of the Party's partnership (hereinafter "Partnership"); 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 property or assets of a Partner or of the Partnership; or

(V) a Partner enters a voluntary arrangement with a creditor; or

(VI) a Partner proposes to enter a voluntary arrangement with a creditor.

"New Party" means ________

"Parties" means the parties to this Deed.

"Party" means a party to this Deed.

"Selling Shareholder" means ________

"Shareholders Agreement" means the shareholders agreement dated ________ in relation to the Company.

"Shareholder" means a shareholder of the Company.

"Shares" means shares in the Company.

"Transfer Shares" means the following Shares, which are to be issued to or transferred to the New Party:

________

(3) INTERPRETATION

In this Deed, 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 Deed then any grammatical variations of that word or phrase have a corresponding meaning.

(d) 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.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Deed 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.

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

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

(i) 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.

(j) 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.

(k) 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.

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

(4) ACCEPTANCE OF NEW PARTY

The Company, the Selling Party and the Existing Parties hereby:

(a) consent, irrevocably and unconditionally, to the New Party becoming, from the Commencement Date, a holder of the Transfer Shares.

(b) consent, irrevocably and unconditionally, to the New Party becoming, from the Commencement Date, a party to the Shareholders Agreement and bound by the terms of the said Shareholders Agreement; and

(c) agree and acknowledge that, from the Commencement Date, the New Party will have the rights, entitlements, and benefits afforded to Shareholders of the Company, as set out in the Shareholders Agreement; and

(d) agree and acknowledge that, from the Commencement Date, the New Party will have the obligations and liabilities applying to Shareholders of the Company, as set out in the Shareholders Agreement; and

(e) consent, irrevocably and unconditionally, to the New Party accepting, from the Commencement Date, the liabilities set out in the "New Party Acknowledgment and Acceptance of Liability" clause of this Deed.

(5) SHARES AND SHAREHOLDERS AGREEMENT

From the Commencement Date, the New Party will be registered as a holder of the Transfer Shares and will be deemed to be a party to the Shareholders Agreement.

(6) NEW PARTY ACKNOWLEDGMENT AND ACCEPTANCE OF LIABILITY

The New Party hereby covenants and agrees for the benefit of the Company, the Selling Shareholder and each Existing Party that:

(a) the New Party has reviewed a copy of the Shareholders Agreement; and

(b) the New Party will be bound by the terms of the Shareholders Agreement from the Commencement Date; and

(c) the Company, the Selling Shareholder and each Existing Party is entitled to rely on the warranties provided by the New Party in the "Warranties" clause of this Deed.

(7) RELEASE OF SELLING SHAREHOLDER

(a) From the Commencement Date, the Selling Shareholder is hereby released and discharged by each other Party to this Deed from any and all demands, liabilities, debts or claims that may arise at any time on or after the Commencement Date and which relate to any of the Selling Shareholder's obligations under the Shareholders Agreement (except as otherwise set out in this clause).

(b) Notwithstanding the preceding sub-clause hereof, nothing in this Deed releases or discharges the Selling Shareholder from any demands, liabilities, debts or claims which are expressed in the Shareholders Agreement to continue to bind a party after that party has ceased being a Shareholder.

(8) WARRANTIES BY NEW PARTY

The New Party hereby represents and warrants that the following statements are as at the Deed Date, and will be as at the Commencement Date, true and correct:

(a) the New Party is at least eighteen (18) years of age; and

(b) the New Party has full legal authority and power to execute this Deed and to perform the New Party's obligations under this Deed and under the Shareholders Agreement; and

(c) an Insolvency Event in relation to the New Party has not occurred; and

(d) there are no legal restrictions, court orders, judgments, rulings, regulations, by-laws, governmental policies, restrictions contained in any of the New Party's constituent documents, or restrictions contained in any other agreements, deeds or documents, which may hinder, prevent or restrict the New Party from entering this Deed or from performing the New Party's obligations under this Deed and under the Shareholders Agreement.

(9) COSTS

Each Party shall bear its own legal and other costs of and incidental to the execution of this Deed.

(10) STAMP DUTY

Any stamp duty in connection with this Deed shall be payable by the New Party.

(11) ADDRESS FOR NOTICES

(a) For the purposes of this Deed and the Shareholders Agreement, the New Party's address for service of notices is:

________

(b) For the purposes of this Deed and the Shareholders Agreement, the New Party's email address is: ________

(12) 25282 885585

5585 25522 22 2588 8225 (252 "8222852822 25522") 525282 582228825228 525 82228528 2552 82 558 555 5258225882 525 8522888222 22225252822 22 282582 82522225222 82258 558882 522555822 2588 8225. 552 8222852822 25522 828225228 2552 82 558 282525 52828825 8585 82522225222 82258 558882 25825 22 252852822 2588 8225 25 82 558 8252222522282 525 888882282 852822 222 22 282582 82258 558882 525 88 252852822 2588 8225 8825252 52822 82.

(13) 2585858 8855

5585 25522 2582, 525 2582 228552 2552 828 222822228, 522228 525 522528222528828, 52 588 258228 525 8822, 2528522 525 5288825 588 528522228, 5252222228 525 82825522228 58 5258225882 52858525 82 25525 22 2882 222282 22 2588 8225 525 22 252 582528 525 28882528228 22 252 2552828 8525225 52525 2588 825222222.

(14) APPLICABLE LAW

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

EXECUTED AS A DEED THIS..................... day of................................................

Signed Sealed and Delivered by ________ (ACN................................................) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:

................................................
________, Director

................................................
________, Director

Signed Sealed and Delivered by ________:

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

In the presence of:

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

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

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

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

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

Signed Sealed and Delivered by ________:

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

In the presence of:

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

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

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

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

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

Signed Sealed and Delivered by ________:

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

In the presence of:

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

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

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

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

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