Corporate Directors Deed

CORPORATE DIRECTORS DEED

This Deed is made on the day of .

Between: Company: Registration/ACN:

Address for service of the Company:

And: Recipient: Registration/ABN/No:

Address for service of the Recipient:

RECITALS

WHEREAS the Company is the legal and beneficial owner of the asset described in Schedule 1 (the Asset) and has authority to deal with that Asset as set out in this Deed.

WHEREAS the Company has resolved by board resolution dated authorising the execution of this Deed and the transfer or grant described below.

WHEREAS the Recipient agrees to accept the Asset and the covenants and obligations contained in this Deed on the terms and subject to the conditions set out below.

NOW THEREFORE

In consideration of the mutual covenants contained in this Deed and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed, unless the context otherwise requires:

"Asset" means the property, rights, benefits and interests described in Schedule 1 and any documents delivered under this Deed.

"Deed" means this document and any schedules and annexures executed in accordance with its terms.

2. TRANSFER / GRANT

2.1 Subject to clause 3, the Company hereby irrevocably transfers, assigns and conveys to the Recipient all of the Company's right, title and interest in and to the Asset with effect on and from the date of this Deed.

2.2 The transfer contemplated by clause 2.1 is intended to operate as a deed and the Company covenants that it will deliver to the Recipient all instruments, documents of title and assurances necessary to give effect to the transfer.

SCHEDULE 1 — DESCRIPTION OF ASSET

3. CONSIDERATION

3.1 The Recipient acknowledges receipt of the consideration of and other good and valuable consideration agreed between the parties.

4. WARRANTIES AND REPRESENTATIONS

4.1 The Company warrants and represents to the Recipient that:

(a) it is duly incorporated and validly existing under its constitution and has the power and capacity to enter into and perform its obligations under this Deed;

(b) the execution and performance of this Deed have been duly authorised by all necessary corporate action and no further corporate approvals are required; and

(c) the Asset is free from Encumbrances other than those disclosed in writing to the Recipient prior to execution of this Deed.

5. COVENANTS

5.1 The Company covenants with the Recipient that it will:

(a) execute, at the cost of the Company, all further documents and do all further acts reasonably required by the Recipient to give effect to the transfer of the Asset; and

(b) promptly provide to the Recipient certified copies of the board resolution authorising this Deed and any other corporate approvals requested by the Recipient in connection with the transfer.

6. INDEMNITY

6.1 The Company indemnifies and will keep indemnified the Recipient against all claims, liabilities, losses, damages, costs and expenses arising out of any breach of the Company's warranties, misrepresentations or the existence of undisclosed Encumbrances in relation to the Asset.

7. REGISTRATION AND FURTHER ASSURANCE

7.1 The Company must use all reasonable endeavours to procure any registration, recording or filing necessary to give effect to the transfer and, at the request and expense of the Recipient, sign and lodge any required documents with relevant registries.

8. NOTICES

8.1 Notices must be in writing and are deemed given in accordance with the applicable law. Each party must ensure the contact details provided are current and correct.

9. GOVERNING LAW

9.1 This Deed is governed by and must be construed in accordance with the laws of and the parties submit to the non-exclusive jurisdiction of its courts.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

10.1 This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

10.2 If any provision of this Deed is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected.

10.3 No amendment to this Deed is effective unless it is in writing and executed as a deed by the parties.

11. COUNTERPARTS AND EXECUTION

11.1 This Deed may be executed in any number of counterparts. All counterparts when taken together constitute one instrument.

11.2 The Company acknowledges that this Deed is executed as a deed and delivered on the date set out above.

Executed by two directors

Executed by a director and the company secretary

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