Baker McKenzie. - Grant Thornton Singapore · ofthe DOCA Proposal and to appoint the Administrators...

BakerMcKenzie.

Deed of CompanyArrangement

CRCG−Rimfire Pty Ltd (AdministratorsAppointed)

Michael Gerard McCann and Said JahaniChina Railway Construction Group CoLimited

Baler & McKenzieABN 32266 778 912Level 7175 Eagle StreetBrisbane Old 4000Australia

w.bakermckenziecarn

37768−0\AUSLPL7 March 2018

Table o f contents

1. Definitions and interpretation

2. Objectives and operation of this Deed

3. Effect of arrangement on Claims of Creditors, certain Claims against

CRCG, Officers and moratorium

4. Effect of Deed on owners and lessors of Property

5. Effect of Deed on Secured Creditor

6. Effect of Deed on Members

7. Deed Fund

8. Making of Claims

9. Abandonment by Creditors who do not prove

10. Contracts of Insurance

11. Deed Administrators

12. Deed Administrators' Remuneration, Indemnity and Lien

13. Meetings of Creditors

14. Termination of Deed

15. Notices

16. Prescribed Provisions

17. General provisionsCreditor Indemnity

2

6

7

10

10

10

11

12

12

12

14

15

16

16

17

18

1828

37768.V3'AUS_LPL Deed of Company Arrangement

Deed Deed of Company Arrangement

Date /9 ,'iiiccw 20(6Parties

Recitals

CRCG−Rimfire Pty Ltd (Administrators Appointed) (611 557 852) ofc/−GrantThornton, Level 18, King George Square Central, 145−147 Ann Street,

Brisbane, QId, 4000 (Company)

Michael Gerard McCann and Said Jahani of ci− Grant Thornton, Level 18,King George Square Central, 145−147 Ann Street, Brisbane, QId. 4000(Administrators))

China Railway Construction Group Co Limited of Level 6, No. 20 ShijingshanRoad, Shijingshan District, Beijing, China (CRCG)

A On 16 November 2017, the Administrators were jointly and severally appointed asadministrators of the Company in accordance with Pan 53A of the Corporations Act.

B On 7 March 2018 ,at a meeting of the Company's Creditors duly convened under section439A of the Corporations Act, those Creditors resolved to accept the DOCA Proposal, tocause the Company to enter into a deed of company arrangement in accordance with the tennsof the DOCA Proposal and to appoint the Administrators as deed administrators of that deedof company arrangement (the Resolution).

This Deed gives effect to the Resolution and constitutes the instrument that records the termsof the deed of company arrangement for the purposes of section 444A of the Corporations Act.

Operative provisions

Definitions and interpretation

Definitions

1.1 In this Deed, unless the context requires another meaning:

Administration Liability means any debt incurred by the Administrators in their capacity asvoluntary administrators of the Company for which they are entitled to an indemnity undersection 443D of the Corporations Act.

Administrators' Remuneration means the remuneration of the Administrators as voluntaryadministrators of the Company to which they are entitled under division 60 of the InsolvencyPractice Schedule.

Admitted Claim means a Claim against the Company that is admitted to proof by the DeedAdministrators in accordance with clause 8 and will not include an Excluded Claim.

Admitted Creditor means a Creditor with an Admitted Claim.

37768−0\AUSLPL 2 Deed of company Arrangement

Authorised Officer means for a party, a director or a secretary of that party or any other

person nominated by that party by notice to the others to be an Authorised Officer, the noticeto be accompanied by a certified copy of the signature of the person nominated.

Books has the same meaning as it has in section 9 of the Corporations Act.

Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday inBrisbane or Beijing.

Claim means in relation to the Company any claim, cost (including legal costs on a solicitorand client basis), damages, debt, expense, environmental liability, tax, liability, loss,obligation, allegation, suit, action, demand, cause of action, prayer for relief, proceeding orjudgment of any kind however calculated or caused, whether direct or indirect, consequential,incidental or economic, known or unknown as at the date of commencement of the Company'sadministration, latent, liquidated or unliquidated, present, prospective, future or contingent,the circumstances giving rise to which occurred on or before the Relevant Date, including butnot limited to any claims arising out of or in connection with or relating in any way to anyPre−Administration Contract (whether or not the Company had breached suchPre−Administration

Contract on or before the commencement of its administration), and any fine

or penalty to which the Company is subject or liable to be subject arising out of circumstancesoccurring prior to the Relevant Date.

Completion Date means the later of:

(a) 2 months from the date of the Resolution; or

(b) 7 days from receipt by CRCG from the Deed Administrators of notice of thesatisfaciton of the Conditions Precedent.

Conditions Precedent means each of the conditions in clause 2.3.

Constitution means the constitution of the Company as amended and in force from time totime.

Corporations Act means the Corporations Act 2001 (Cth) as in force from time to time.

Corporations Regulations means the Corporations Regulations 2001 (Cth) as in force fromtime to time.

Court means a court with jurisdiction under section 58AA of the Corporations Act.

Creditor means, in relation to the Company, any person with a Claim.

Creditor Indemnity means an indemnity in the form or substantially in the form of ScheduleE.

Deed means this deed of company arrangement.

Deed Administration Liability means any debt properly incurred by the DeedAdministrators in their capacity as administrators of this Deed.

Deed Administrators means Michael Gerard McCann and Said Jahani.

Deed Administrators' Remuneration means the remuneration of the Deed Administrators asadministrators of this Deed to which they are entitled under division 60 of the InsolvencyPractice Schedule.

Deed Fund means the fund comprised in accordance with clause 7.

37768−v3AUS_LPL 3 Deed of Company Arrangement

Directors means the directors of the Company from time to time.

DOCA Proposal means the proposal made by CRCG to the Administrators that the Companyexecute a deed of company arrangement.

Effective Date means the date this Deed becomes effective in accordance with clause 2.2.

Employee has the same meaning as "eligible employee creditor" has in section 9 of theCorporations Act as though the reference to "company" was to the Company.

Employee Entitlement means the Admitted Claim of any Employee for, in respect of orarising in connection with any amount that would rank for priority under section 556(1), 560or 561 of the Corporations Act in the event of the winding up of the Company, had thatwinding up commenced on the Relevant Date.

Enforcement Process has the same meaning as it has in section 9 of the Corporations Act.

Excluded Claim means any Claim of CRCG against the Company.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Indemnity means the indemnity set out in clause 12.

Insolvency Practice Rules has the same meaning as it has in the Corporations Act.

Insolvency Practice Schedule has the same meaning as it has in the Corporations Act.

Loan Agreement means the loan agreement between CRCG and the Company insubstantially the terms set out at Schedule A to this Deed.

Member has the same meaning as it has in section 9 of the Corporations Act.

Officer has the same meaning as it has in section 9 of the Corporations Act.

Pre−Administration Contract means a contract, deed, agreement, lease or understandingentered into by the Company on or before the Relevant Date.

Prescribed Provisions means the provisions set out in Schedule 8A of the CorporationsRegulations.

Property has the same meaning as it has in section 9 of the Corporations Act.

QBCC means the Queensland Building and Construction Commission.

QBCC DCA means any Deed of Covenant and Assurance purporting to be signed for or onbehalf of CRCG in support of any building licence sought or wanted to the Company by theQBCC prior to the Relevant Date, including but not limited to the deed dated 21 July 2016.

Relevant Date means 16 November 2017, the date the Administrators were appointed asvoluntary administrators of the Company.

Secured Creditor has the same meaning as it has in section 51 E of the Corporations Act,save that for the avoidance of doubt it does not include any Creditor which advances moneyto the Company after the Relevant Date to the extent of that advance.

Security Deed means the security agreement between CRCG and the Company insubstantially the terms set out at Schedule B to this Deed.

Subscription Agreement means the subscription agreement between CRCG and theCompany in substantially the terms set out at Schedule C to this Deed.

37765−v3\AUS_LPL 4 Deed of Company Arrangement

Superannuation Contribution means has the same meaning it has in section 556 of theCorporations Act.

Superannuation Guarantee Charge has the meaning as it has in section 9 of theCorporations Act.

Sunset Date means the date 3 calendar months after the date of the Resolution or such otherdate as may be agreed in writing between the Deed Administrators and CRCG.

Tax means:

(a) a tax, levy, charge, impost, deduction, withholding or duty of any nature (includingstamp and transaction duty and OST) at any time imposed or levied by anyGovernment Agency or required to be remitted to, or collected, withheld or assessedby, any Government Agency; and

(b) any related interest, expense, fine, penalty or other charge on those amounts;

and includes any amount that a person is required to pay to another person on account of thatother persons liability for Tax.

Interpretation


(a) a reference to:

(i) the singular includes the plural and vice versa;

(ii) a gender includes all genders;

(iii) a document (including this Deed) is a reference to that document (includingany Schedules and Annexures) as amended, consolidated, supplemented,novated or replaced;

(iv) an agreement includes any undertaking, representation, deed, agreement orlegally enforceable arrangement or understanding whether written or riot;

(v) a party means a party to this Deed;

(vi) an item, Recital, clause, Schedule or Annexure is to an item, Recital, clause,Schedule or Annexure of or to this Deed;

(vii) a notice means a notice, approval, demand, request, nomination or othercommunication given by one party to another under or in connection with thisDeed;

(viii) a person (including a party) includes:

(A) an individual, company, other body corporate, association,partnership, firm, joint venture, trust and Government Agency;

(B) the person's successors, permitted assigns, substitutes, executors andadministrators; and

(C) a reference to the representative member of the GST group to whichthe person belongs to the extent that the representative member hasassumed rights, entitlements, benefits, obligations and liabilities

37768.v3AUSLPL 5 Deed of company Arrangement

which would remain with the person if the person were not a memberof a GST group;

(ix) a law includes any legislation, judgment, rule of common law or equity orrule of any applicable stock exchange, and is a reference to that law asamended, consolidated, supplemented or replaced and includes a reference toany regulation, by−law or other subordinate legislation;

(x) proceedings includes litigation, arbitration and investigation;

(xi) a judgment includes an order, injunction, decree, determination or award ofany court or tribunal;

(xii) time is to Queensland time;

(xiii) the words "including" and includes mean 'including, but not limited to',and "includes, without limitation" respectively;

(xiv) to the Administrators or the Deed Administrators is a reference to the partiescomprising the Administrators or Deed Administrators in their capacity asAdministrators or Deed Administrators of the Company.

(b) where a word or phrase is defined, its other grammatical forms have a correspondingmeaning.

(c) headings are for convenience only and do not affect interpretation of this Deed.

(d) if a payment or other act must (but for this clause) be made or done on a day that isnot a Business Day, then it must be made or done on the next Business Day.

(c) if a period must be calculated from, after or before a day or the day of an act or event,it must be calculated excluding that day.

1.3 This Deed may not be construed adversely to a party only because that party was responsiblefor preparing it.

Objectives and operation of this Deed

Objectives

2.1 The objectives of this Deed are to:

(a) provide the Company's Creditors with a better return than would result from animmediate winding up of the Company;

(b) establish a deed fund from which Creditors of the Company may be paid dividends inrespect of Admitted Claims against the Company;

(c) maintain the moratorium while this Deed remains in force;

(d) enable the Company to be solvent (within the meaning of section 95A of theCorporations Act) and to continue to trade.

Operation of this Deed

2.2 This Deed is binding and effective on execution by the Company and the DeedAdministrators of this Deed.

37768−v3AUS_LPL 6 Deed of company Arrangement

2.3 Clause 7.2 of this Deed will only operate from the time that the following conditions havebeen fulfilled (or waived by CRCG in writing):

(a) this Deed has been executed by all parties;

(b) either:

(i) CRCG has received a written notice under the FATA by or on behalf of theTreasurer of the Commonwealth of Australia stating that the CommonwealthGovernment does not object to giving effect to the terms of the LoanAgreement, the Security Deed, and Subscription Agreement (whetherunconditionally or subject to conditions acceptable to CRCG, actingreasonably); or

(ii) the Treasurer of the Commonwealth of Australia becomes precluded frommaking an order in relation to giving effect to the terms of the LoanAgreement, the Security Deed, and the Subscription Agreement under theFATA;

(iii) if an interim order is made under the FATA in respect of the giving effect tothe terms of the Loan Agreement, the Security Deed, and the SubscriptionAgreement, the subsequent period for making a final order prohibiting theissuing of shares in the Company without a final order being made;

(c) the Company and CRCG have entered into:

(i) the Loan Agreement;

(ii) the Security Deed;

(iii) the Subscription Agreement;

(d) the Constitution is amended in substantially the terms provided for under Schedule Dand in the manner set out in clause 6.To the extent it is within the relevant party'scontrol, that party must use reasonable endeavours to ensure that the ConditionsPrecedent are satisfied.

2.4 The Company will enter into the Loan Agreement, the Security Deed and the SubscriptionAgreement no later than I Business Day after the amendments set out in Schedule D are madeto the Constitution in accordance with clause 6 of this Deed.

2.5 The Deed Administrators must give written notice to CRCG of the satisfaction of all of theConditions Precedent as soon as practicable after they are satisfied.

2.6 If the Conditions Precedent are not satisfied or waived by CRCG prior to the Sunset Date,CRCG will cease to be bound by this Deed,and the Company is to be wound up in the mannercontemplated by s 446AA of the Corporations Act and the Administrators will thereafter actas the liquidators of the Company.

3. Effect of arrangement on Claims of Creditors, certain Claims againstCRCG, Officers and moratorium

Effect of Deed on Claims

3.1 Creditors must accept their rights and entitlements specified in this Deed in substitution for allClaims which they have or claim to have against the Company.


Release and ext inguishment of Claims agains t the Company

3.2 If this Deed terminates in accordance with clause 14, 1, all Claims of Creditors against theCompany are released in full and extinguished upon termination of this Deed (whether or notthey have been proved or accepted to participate in a distribution under this Deed), and thisDeed may be pleaded against any Creditor in bar of its Claim against the Company. Each ofthe Creditors will, if called upon to do so, execute and deliver to the Company such forms ofrelease of any such Claim as the Deed Administrators require.

Release and ext inguishment of Claims agains t CRCG, certain Officers and employees

3.3 if the preconditions in clauses 14.1(a) and (b) of this Deed are met, then prior to making thecertification required by clause 14.1 the Deed Administrators:

(a) must take all reasonable steps to return to CRCO the original of any QBCC DCA heldby the QBCC;

(b) execute on behalf of the Company a deed in the terms at Schedule F, and deliver thatdeed to CRCG.

3.4 If this Deed terminates in accordance with clause 14.1:

(a) the Company releases and discharges CRCG from all Claims the Company may have,or might at any time arise in the future, against CRCG under or in respect of anyQBCC DCA;

(b) the Company, including by any agent or liquidator appointed to it, will not make anydemand under any QBCC DCA;

(c) in the event that the Company is any time paid any amount under the QBCC DCA,the Company will repay that amount in full to CRCG;

(d) the Company forever releases and discharges its past and present employees orOfficers who also are or have been employees or agents of CRCG, or of any relatedentity of CRCO, in respect of any and all actions, claims, suits, causes of action, debts,costs, or demands, whether certain or contingent, present or future, ascertained orsounding only in damages, the circumstances giving rise to which occurred on orbefore the Relevant Date.

Moratorium

3.5 This Deed binds:

(a) in accordance with section 444D of the Corporations Act, all Creditors who have aClaim; and

(b) in accordance with section 4440 of the Corporations Act, the Company, its Officersand Members and the Deed Administrators.

3.6 Subject to section 444D of the Corporations Act, whilst this Deed remains in force, this Deedmay be pleaded by the Company as against any Creditor as a bar to any Claims that areadmissible under this Deed and Creditors must not, in relation to their respective Claimsagainst the Company:

(a) begin, support or continue with any action seeking an order that the Company bewound up;

37768v3'AUSj.PL & Deed of company Arrangement

(b) begin, take any further steps in, or continue with, any legal proceedings, arbitration orother procedure of any kind in relation to their respective Claims; or

(c) begin or continue with a proceeding or action of any kind against the Company inrelation to any of its Property, or begin or proceed with any Enforcement Process inrelation to property used or occupied by, or in the possession of, the Company exceptwith the leave of the Court and in accordance with such terms (if any) as the Courtimposes.

Set−off

3.7 Creditors may only exercise against the Company those rights of setoff or cross−action towhich the Creditor would have been entitled under section 553C of the Corporations Act hadthe Company been begun to be wound up in accordance with the Corporations Act on theRelevant Date.

Superannuation contribution debts

3.8 Notwithstanding anything to the contrary in this Deed:

(a) If the whole of a Claim by way of a Superannuation Contribution:

(i) is a Claim by way of Superannuation Guarantee Charge that:

(A) has been paid; or

(B) otherwise is, or would be, an Admitted Claim; and

(ii) the Deed Administrators are satisfied that the Superannuation GuaranteeCharge is attributable to the whole of the Claim,

(iii) then the Deed Administrators must determine that the whole of such Claim isnot an Admitted Claim.

(b) If the Deed Administrators determine under clause 3.8(a) that the whole of a Claim isnot an Admitted Claim, the whole of the Claim is nonetheless extinguished underclause 3.2 upon termination of this Deed.

(c) If a particular part of a Claim by way of a Superannuation Contribution:

(i) is a Claim by way of Superannuation Guarantee Charge that:

(A) has been paid; or

(B) otherwise is, or would be, an Admitted Claim; and

(ii) the Deed Administrators are satisfied that the Superannuation GuaranteeCharge is attributable to that part of the Claim,

(Hi) then the Deed Administrators must determine that that part of the Claim is notan Admitted Claim.

(d) If the Deed Administrators determine, under clause 3.8(c), that a part of a Claim is notan Admitted Claim, that part of the Claim is nonetheless extinguished under clause3.2 upon termination of this Deed.

(e) To the extent of any inconsistency between this clause 3.8 and any other provision ofthis Deed, this clause 3.8 shall prevail.


4.

4.1

5.

5.1

6.

(i)

(ii)

(A) contained in the Shareholders Agreement between CRCG andRimfire Constructions Pty Ltd (Rimfire) dated 22 June 2016 (asamended);

(B)

(C)

arising out of any other agreement between CRCG and Rimfire; or

arising in any other manner between CRCG and Rimfire,

which is inconsistent with or otherwise contrary to the terms of this Deed, theSubscription Agreement, the Loan Agreement or the Security Deed.

Effect of Deed on owners and lessors of Property

Nothing in this Deed affects in any way the rights that an owner or lessor of Property has inrelation to that Property.

Effect of Deed on Secured Creditor

Nothing in this Deed:

(a) affects in any way the liabilities of the Company to a Secured Creditor or thecontractual relations between them in respect of the Security; or

(b) prevents or precludes a Secured Creditor from taking action for the purpose ofrealising or otherwise dealing with its Security, including action for this purpose ofthe types referred to in clauses 3.6(b) and 3.6(c),

except as expressly provided for in this Deed, and only i f that Secured Creditor voted infavour of the Resolution.

Effect of Deed on Members

(a) Any Member of the Company, and any Creditor holding an encumbrance over anyshares in the Company, must not:

(b) The Members of the Company:

(i)

(ii)

exercise shareholder rights over any shares in the Company in a way which iscontrary to the objects of this Deed; or

exercise any right or enforce any obligation:

appoint the Deed Administrators as theirjoint and several special proxiesand/or agents; and

confer on the Deed Administrators jointly or severally the power to exercisesuch voting powers as the Members hold; and

(iii) otherwise authorise the Deed Administrators,

for the purposes of:

(iv) passing resolutions to make the amendments to the Constitution substantiallyin the terms set out in Schedule D to this Deed at a meeting which theMembers authorise by operation of this Deed be held on 7 days notice; and

37765−v3US_LPL 10 Deed of Company Arrangement

(v) passing all such resolutions considered by the Deed Administrators asnecessary or expedient to facilitate the holding of a meeting of Members forthe purposes of considering motions to pass those resolutions, includingauthorising short notice of such a meeting.

(c) Within 3 Business Days of all parties executing this Deed one of the DeedAdministrators will convene a meeting of Members for the purposes of exercising therights conferred on him under this clause 6.

7. Deed Fund

Completion and Establishing the Deed Fund

7.1 The Deed Fund shall comprise of the amount to be paid by CRCG pursuant to clause 7.2.

7.2 On the Completion Date CRCG must pay the Deed Administrators AUDSS million consistingof:

(a) A1JDS7,960,000 payable under the terms of the Loan Agreement; and

(b) AUDS40,000 payable under the terms of the Subscription Agreement.

7.3 The Deed Fund shall not include any other Property of the Company.

7.4 On the Completion Date, and in exchange for the payment under clause 7.2, CRCG mustsubscribe for, and the Company must issue, the shares in the Company as provided for underclauses 2 and 3 of the Subscription Agreement.

7.5 Implementation of the steps provided for under clauses 7.2 and 7.4 of this Deed areindependent and must take place, as nearly as possible simultaneously.

Distributing the Deed Fund

7.6 Subject to clause 7.7, the Deed Administrators must distribute to Admitted Creditors in thefollowing order of priority, with each class to be paid in full before any subsequent class ispaid, or part passu to the extent there are insufficient funds to pay that class in full, except asotherwise provided:

(a) First

(b) Second

(c) Third

(d) Fourth

(e) Fifth

To the Administrators in payment of each AdministrationLiability and Administrators' Remuneration to the extent that ithas not been paid at the date of this Deed.

To the Deed Administrators in payment of each DeedAdministration Liability and Deed Administrators' Remuneration

In payment of all Employee Entitlements.

In payment of Admitted Creditor Claims (excluding EmployeeEntitlements).

Only when paragraphs (a) to (d) inclusive have been fillysatisfied in accordance with those paragraphs, the balance to theCompany

7.7 The Deed Administrators must apply the Deed Fund in the order of priority specified insections 556, 560 and 561 of the Corporations Act.

37768−v3US_LPL 11 Deed of company Arrangement

7.8 The Deed Administrators will distribute the Deed Fund in a timely manner at such times andin such amounts as it is appropriate and feasible to do so.

7.9 The Deed Administrators may make interim distributions.

7.10 The Deed Administrators may make a distribution under one of the categories in clause 7.6even though a prior category has not been paid in full, if the Deed Administrators have heldback an amount which they consider is reasonably likely to be needed to pay any priorcategory in full.

7.11 Notwithstanding any other provision of this Deed, the Deed Administrators may withholdsome or all of the Deed Fund from distribution if they have made a claim under the Indemnity,or reasonably apprehend that they will need to make such a claim.

7.12 On the making of a distribution of payment in full to any Secured Creditor, the DeedAdministrators will request the Secured Creditor discharge any registration it has on thePersonal Property Securities Register.

8. Making of Claims

8.1 Subdivisions A, B, C and B of Division 6 of Part 5.6 of the Corporations Act (other thansections 553(IA) and 554F) and Corporations Regulations 5.6.39 to 5,6.57 will apply to allClaims against the Company made under this Deed as if references to the "liquidator" werereferences to the Deed Administrators, references to "winding up' and "wound up" werereferences to administration pursuant to this Deed, and references to the "relevant date" wereto the Relevant Date.

9. Abandonment by Creditors who do not prove9.1 A Creditor is deemed to have abandoned that Creditor's Claim if, prior to the declaration of a

final dividend to Creditors, the Creditor:

(a) fails to submit a formal proof of debt or claim in respect of the Creditor's Claim; or

(b) having submitted a formal proof of debt or claim in respect of the Creditor's Claimwhich is rejected, fails to appeal to the Court against the rejection.

10. Contracts of Insurance

Payment of insured Claims

10.1 Where the Company is insured against a Claim under a contract of insurance entered intobefore the Relevant Date, and if the Company has received from the insurer an amount inrespect of that Claim, the Deed Administrators must, after deducting expenses or incidentalsto getting in that amount, pay the amount to the Creditor in respect of that Claim to the extentnecessary to discharge that Claim, or any part of that Claim remaining undischarged, inpriority to the payment of any distributions under clause 7.7.

10.2 Any part of a Claim paid under clause 10.1 is an Admitted Claim and notwithstanding clause7.7, that payment constitutes that Creditor's entire entitlement to be paid in respect of thatAdmitted Claim for the purposes of this Deed.

37768−v3tAUSLPL 12 need of Company Arrangement

10.3 If the liability of the insurer to the Company is less than the Creditor's Claim, clause 10.1 doesnot limit the rights of the Creditor under this Arrangement in respect of the balance of theClaim.

Actions brought by Creditors for insured Claims

10.4 If insurance held by or on behalf of the Company or available under legislation would, but forthis arrangement, be accessible to a Creditor in relation to that Creditor's Claim:

(a) the Creditor may, in relation to its Claim, take action of the type referred to inclause 3.5 but such action must not exceed what is necessary to obtain payment fromthe insurer;

(b) to the extent that the Creditor is able, by settlement, arbitral award orjudgment, toobtain payment from the insurer on account of the Claim, the Creditor may do so;

(c) to the extent that the Creditor is unable to seek or obtain payment on account of itsClaim from the insurer (including, without limitation, by reason of any excess ordeductible applicable to the insurance policy, or failure by the Company to take anyaction), the Creditor will, in relation to that part of its Claim, be subject to all theprovisions of this Deed, in relation to the part of its Claim that has not been met bythe insurer, and having that part of its Claim subject to the release, extinguishmentand bar provided for in clause 3.2, and the moratorium provided for in clause 3.5;

(d) if any Claim pursued in accordance with this clause is not resolved at the time thisDeed is otherwise ready for termination in accordance with clause 14. 1, this Deedmay, nevertheless be terminated, and the Creditors rights in respect of its Claim willupon termination be limited to the amount the Creditor is able to obtain from theinsurer on account of the Claim, and the balance of the Claim will upon terminationof this Deed he released in fill and extinguished;

(e) the Company is not required to provide assistance to a Creditor taking action inaccordance with this clause or take any action in response to enforcement action takenby a Creditor in accordance with this clause; and

(fl where a Creditor intends to take enforcement action in relation to a Claim under thisclause:

(i) the Creditor must, prior to taking any enforcement action in relation to theClaim, provide the Company with the Creditor Indemnity;

(ii) prior to, or during any enforcement action in relation to the Claim, ifrequested by the Company, provide the Company with evidence, to thereasonable satisfaction of the Company, that the Creditor will be (and willcontinue to be) in a financial position, or have access to sufficient funds toenable it to satisfy the Creditor Indemnity; and

(iii) the Company may plead this Deed as a bar to any enforcement action takenby a Creditor in relation to the Claim in circumstances where the Creditor hasnot prior to commencing that enforcement action, given the CreditorIndemnity to the Company.

37768−v3WJS_LPL 13 Deed of Company Arrangement

11. Deed Administrators

Identity of administrators

11.1 The administrators of this Deed are the Deed Administrators, who hereby consent to andaccept their appointment.

Role of administrators

11.2 The Deed Administrators will:

(a) subject to clause 11.7, have control of the Company's business, property and affairsduring the period when this Deed is in place;

(b) administer the arrangement in accordance with the terms of this Deed and willexercise their powers and perform their functions and duties as agents for and onbehalf of the Company; and

(c) not be personally liable (other than under section 443A of the Corporations Act) forany debt, liability or other obligation which they incur on behalf of the Companyother than by reason of any fraud, wilful default or gross negligence by the DeedAdministrators.

Powers of deed administrators

11.3 For the purpose only of administering this Deed, the Deed Administrators have all of thepowers set out in:

(a) the Corporations Act, the Insolvency Practice Schedule, and the Insolvency PracticeRules in respect of deed administrators;

(b) Regulation 5.3A.06 and paragraph 2 of the Prescribed Provisions;

(c) Sections 437A and 442A of the Act as if the references to "administrator' in thesesections were references to an administrator of this Deed and references to'administration' in these sections were references to the administration under thisDeed

(d) and may exercise any of those powers that they consider, at their discretion, arenecessary or convenient to administer this arrangement in accordance with its terms.

11.4 The Deed Administrators may, in their discretion, agree to an extension of any time in whicha thing must be done or a payment made pursuant to this Deed by up to 30 days.

Appointment is joint and several

11.5 Any obligations or liabilities of the Deed Administrators under this Deed bind each of themseverally and all of them jointly. Each party comprising the Deed Administrators mayseparately exercise the rights and powers conferred on the Deed Administrators under thisDeed.

Role of Directors

11.6 Subject to clause 11 .7, upon execution of this Deed:

(a) the stewardship, control and management of the Company's business and affairs shallremain with the Deed Administrators to the exclusion of the Directors; and

(b) all powers of the Directors will remain suspended.


11.7 Notwithstanding clauses 11.6 and 11.12, the Directors may exercise in the name of theCompany all powers which are conferred on them by the Constitution (subject first to theamendments in Schedule being made), but for the operation of this Deed, for the followingpurposes:

(a) executing the Subscription Agreement and undertaking all steps contemplated underthe Subscription Agreement;

(b) pursuing the recovery of any Claim of the Company against another party to theextent that that Claim exceeds an Admitted Claim (if any) of that party;

(c) such other powers or functions as the Deed Administrators authorise them in writingto exercise.

11.8 On termination of this Deed under clause 14, the stewardship, control and management of theCompany's business and affairs shall return to the Directors.

11.9 CRCG may by notice in writing require the Deed Administrators to appoint or remove aDirector of the Company, in which case the Deed Administrators must do so no later than 3Business Days after receipt of that notice.

Inter−relationship between Deed Administrators and Officers

11.10 The Company's Officers must provide such assistance to the Deed Administrators during theterm of this Deed in the exercise and performance of the Deed Administrators' functions andpowers as may reasonably be requested to achieve the objectives of the arrangement set out inthis Deed.

11.11 The Company shall provide the Deed Administrators with reasonable access to the Booksthroughout the term of this Deed and for a reasonable period after its termination, and shallpermit the Deed Administrators to make and keep copies of such Books as they see fit.

11.12 To the extent to which their respective functions and powers would otherwise overlap, thefunctions and powers of the Deed Administrators operate to the exclusion of the functions andpowers of the Directors, unless the Deed Administrators consent to the Directors performingthe affected functions and duties.

12. Deed Administrators' Remuneration, Indemnity and Lien

Remuneration

12.1 Subject always to Division 60 of the Insolvency Practice Schedule, the Deed Administratorswill be remunerated out of the Deed Fund for their work as deed administrators on a time costbasis in respect of work done by them, their partners and employees at the rates customarilycharged from time to time for insolvency work by the Deed Administrators' firm, GrantThornton.

Indemnity

12.2 Subject to clause 12. 1, in addition to any rights they have under the Corporations Act, theDeed Administrators are indemnified out of the Deed Fund for:

(a) the Administrators' Remuneration and Administration Liabilities;

(b) the Deed Administrators' Remuneration and Deed Administration Liabilities; and


(c) any Claim (whether or not the circumstances giving rise to that Claim occurred beforeor after the Relevant Date) arising from or in connection with:

(i) their appointment as voluntary administrators or deed administrators of theCompany;

(ii) the voluntary administration of the Company; or

(iii) this Deed.

Continuing indemnity

12.3 The Indemnity will shall continue after this Deed is terminated, and even if the DeedAdministrators are removed as administrators of this Deed, to the extent of the Deed Fund.

Limits to the Indemnity

12.4 The Indemnity shall not apply to any Claim arising out of any fraud, wilfil default or grossnegligence by the Deed Administrators.

Lien

12.5 The Deed Administrators' lien under section 443F of the Corporations Act is limited to theDeed Fund.

13. Meetings o f Creditors

When meeting convened

13.1 Without limiting the Deed Administrators powers or obligations to convene a meeting underthe Corporations Act, the Deed Administrators may convene a meeting of Creditors in orderfor Creditors to decide the Company's future, including as to whether to terminate this Deedand place the Company into liquidation, at their discretion, including if they consider that it isno longer practicable or desirable to implement this Deed.

How meeting convened

13.2 A meeting convened under this clause 13 will be convened in the manner prescribed byDivision 75 of the Insolvency Practice Schedule.

Meeting procedures

13.3 Except to the extent that the Corporations Regulations may be inconsistent with the provisionsof this Deed, Division 75 of the Insolvency Practice Schedule applies to meetings of Creditorsconvened under this Deed, with such modifications as are necessary as if the references to theliquidator, the liquidator or provisional liquidator, the liquidator, provisional liquidator orchairman or a liquidator, provisional liquidator or trustee for debenture holders, as the casemay be, were references to the Deed Administrators.

14. Termination o f Deed

Termination where purpose of Deed achieved

14.1 If:

(a) the Deed Fund has been constituted and distributed in accordance with the terms ofthis Deed; and


(b) this Deed has not otherwise been terminated prematurely,

"We, Michael Gerard McCann and Said Jahani of ci− Grant Thornton, Level 18, KingGeorge Square Central, 145−147 Ann Street, Brisbane, Qld. 4000 as administrators ofthe deed o f company arrangement pertaining to C'RCG−Rimflre Pty Ltd executed on[TO BE INSERTED], certify that this deed has been wholly effectuated."

When termination takes effect

14.2 Execution of the notice under clause 14.1 terminates this Deed and control of the Company'sbusiness and affairs returns completely to the Directors, to the extent it has not already.

Termination in circumstances other than where purpose of Deed achieved

14.3 If the arrangement set out in this Deed is terminated other than in accordance with clause 14.1(for example, by the Court or at a meeting convened in accordance with clause 13), then therelease and extinguishment of Claims provided for in clause 3.2 does not operate.

14.4 If the arrangement set out in this Deed is terminated by the Administrators in accordance withclause 14.3 then the Company will be deemed to have passed a special resolution undersection 491 of the Corporations Act that the Company be wound up voluntarily and theAdministrators will thereafter act as the liquidators of the Company.

Survival

14.5

15.

the Deed Administrators must certify to that effect in writing and must promptly lodge withthe Australian Securities and Investments Commission a notice of termination of this Deed inthe following form:

Despite any other provision in this Deed, clauses 3, 4, 5, 6, 10, 12 and 14 survive terminationof this Deed.

Notices

Requirements

15.1 All notices must be:

(a)

(b)

in legible writing and in English;

addressed to the recipient at the address or facsimile number set out below or to anyother address or facsimile number that a party may notify to the others:

to the Company:

Address:

Attention:

Email:

to the Deed Administrators:

Address:

37768−v3\AUS_LPL

c/− Grant Thornton, Level 18, King George SquareCentral, 145−147 Ann Street, Brisbane, QId, 4000Mr Mike McCann

in ichael.mccannau.gt. coin

c/− Grant Thornton, Level 18, King George SquareCentral, 145−147 Ann Street, Brisbane, Qld, 4000

17 Deed of Company Arrangement

Attention: Mr Michael McCann

Email: michael.mccannau.gt.com

to the China Railway Construction Group Co Limited:

Address: Level 6, No, 20 Shijingshan Road, Shijingshan District,Beijing, China

Attention: General Manager, International Branch

Email: [email protected]/[email protected]

(c) signed by the party or, where the sender is a company, by an Authorised Officer orunder the common seal of the sender or in any other way permitted under theCorporations Act; and

(d) sent to the recipient by hand, prepaid post (airmail if to or from a place outsideAustralia); and

Receipt

15.2 Without limiting any other means by which a party may be able to prove that a notice hasbeen received by the another party, a notice will be considered to have been received:

(a) if sent by hand, when left at the address of the recipient;

(b) if sent by prepaid post, three days (if posted within Australia to an address inAustralia) or ten days (if posted from one country to another) after the date of posting;or

(c) if sent by email to the nominated email address, when the email (including anyattachment) has been sent to the addressee's email address (unless the sender receivesa delivery failure notification including that the email has not been addressed to theaddressee),

but if a notice is served by hand, or is received by email, on a day that is not a Business Day,or after 5:00 pm (recipient's local time) on a Business Day, the notice will be considered tohave been received by the recipient at 9.00 am (recipient's local time) on the next BusinessDay.

16, Prescribed Provisions

16.1 Except to the extent that they have been expressly incorporated into this Deed, the PrescribedProvisions are excluded.

16.2 To the extent that any of the Prescribed Provisions are inconsistent with the terms of thisDeed, the terms of this Deed prevail to the extent of the inconsistency.

17. General provisions

Section 444A(4)(1) day

17.1 For the purposes of section 444A(4)(i) of the Corporations Act, the "relevant day' is 16November 2017,

37768−v3'AUS,LPL 18 Deed of Company Arrangement

Enforcement of Deed

17.2 The Creditors and the Company irrevocably appoint the Deed Administrators as theirattorneys for the purpose of enforcing the terms of this Deed and, if necessary for that purpose,to commence and pursue Court proceedings until termination of this Deed.

Entire agreement

17.3 This Deed and any other documents referred to in this Deed or executed in connection withthis Deed is the entire agreement of the parties about the subject matter of this Deed andsupersedes all other representations, negotiations, arrangements, understandings oragreements and all other communications. No party has entered into this Deed relying on anyrepresentations made by or on behalf of the other, other than those expressly made in thisDeed.

Moratorium legislation

17.4 To the extent permitted by law, a provision of a law is excluded if it does or may, directly orindirectly;

(a) lessen or vary in any other way a party's obligations under this Deed; or

(b) delay, curtail or prevent or adversely affect in any other way the exercise by a party ofany of its rights, remedies or powers under this Deed.

Execution by attorneys

17.5 Each attorney executing this Deed states that the attorney has no notice of revocation orsuspension of the power of attorney under which the attorney executes this Deed.

Invalid or unenforceable provisions

17.6 If a provision of this Deed is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity orunenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in anotherjurisdiction or the remaining provisions.

Waiver and exercise of rights

17.7 A provision of or a right under this Deed may not be waived or varied except in writingsigned by the person to be bound.

Amendment

17.8 This Deed may be amended only by a document signed by all parties.

Counterparts

17.9 This Deed may be signed in counterparts and all counterparts taken together constitute onedocument.

17.10 The parties may exchange counterparts of this Deed by facsimile, on the basis that the party orparties so exchanging will be taken to have undertaken to exchange the original executedcounterpart as soon as practicable.

37768−v1AUS_LPL 19 Deed of Company Arrangement

Rights cumulative

17.11 The rights, remedies and powers of the parties under this Deed are cumulative and do notexclude any other rights, remedies or powers.

Consents and approvals

17.12 A party may give its approval or consent conditionally or unconditionally or withhold itsapproval or consent in its absolute discretion unless this Deed expressly provides otherwise.

Inconsistency

17.13 If there is any conflict or inconsistency between the terms of this Deed and any otherdocument, the terms of Deed will prevail to the extent of the conflict or inconsistency.

Successors and assigns

17.14 This Deed is binding on, and has effect for the benefit of, the parties and their respectivesuccessors and permitted assigns.

Governing law

17.15 This Deed is governed by the laws of Queensland.

Jurisdiction

17.16 Each party irrevocably and unconditionally:

(a) submits to the non−exclusive jurisdiction of the courts of Queensland; and

(b) waives, without limitation, any claim or objection based on absence of jurisdiction orinconvenient forum.

Service of process

17.17 Each party agrees that a document required to be served in proceedings about this Deed maybe served:

(a) by being delivered to or left at its address for service of notices under clause 15; or

(b) in any oilier way pennitted by law.

37768−v3AUS..LPL 20 Deed at Company Arrangement

Execution

The Company (by its administrators)

Signed sealed and deliveredby CRCG−Rimfire Pty Ltd(Administrators Appointed)(ACN 611557 852)by its joint and several administrator in thepresence of:

Signature of witness

ocinn(',nli')cl LName of witness (please print)

The Deed Administrators

Signed sealed and deliveredby Michael Gerard McCannin the presence of:


I_c eName of witness (please print) +

Signed sealed and deliveredby Said Jahaniin the presence of:


Name of witness (please print)

37768−v3US_LPL 21

Signature of deed(dministrator

I &erçr c fflc C. tnciName of deed administrator (please print)

/Signature of Michael dehird McCann

Signature of Said Jahani

Deed of company Arrangement

Execution

The Company (by its administrators)

Signed sealed and deliveredby CRCG−Rimflre Pty Ltd(Administrators Appointed)(ACN 611557 852)by its joint and several administrator in thepresence of



The Deed Administrators

Signed sealed and deliveredby Michael Gerard McCannin the presence of−.



Signed sealed and deliveredby Said Jahaniin the presence of:


37768−v3AUSLPL 21

Signature of deed administrator

Name of deed administrator (please print)

Signature of Michael Gerard McCann

Deed of Company Arrangement

iJflJJfJjjJ!jfJJjJflffJJJUfjJBK−HW−QO18

Executed for andp(China RailwayèiCo Limited:

[10AI

kH

Name ot A ulhorised Represeivat I V t (please

prhit)

3 7 7 6 8 ' 4 U S L P L22 (ieee of Coupr.iy AinyernI.n

SCHEDULE ALOAN AGREEMENT

37768−v3uSLPL 23 Deed of Company Arrangement

Loan Agreement

CRCG−Rimfire Pty Ltd (Subject to Deed ofCompany Arrangement)

China Railway Construction Group CoLimited

2417972−v7\BRIDMS

Date

Parties China Railway Construction Group Co Limited of CRCG Plaza, Level 6,No 20 Shijingshan Rd, Shijingshan District, Beijing, China (Lender)

CRCG−Rimfire Pty Ltd (Subject to Deed of Company Arrangement)(ACN 611 557 852) cl− Grant Thornton, Level 18, King George Square Central,145−147 Ann Street, Brisbane, QId, 4000 (Borrower)

RecitalsA The Lender has agreed to enter into DOCA, the General Security Deed and Subscription

Agreement.

B The Lender has agreed to advance finds to the Borrower on the terms as set out in thisAgreement.


Definitions

Definitions

1.1 In this Agreement:

Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holidayin Brisbane, Australia or Beijing, PR China.

Completion Date has the same meaning as that term in the DOCA

Deed Administrators means Michael Gerard McCann and Said Jahani in their capacities asjoint and several deed administrators of the Lender.

DOCA means a deed of company arrangement entered into between the Borrower, the Lenderand the Administrators Michael Gerard McCann and Said Jahani on 7 March 2018.

Drawdown Date means the dale the Loan is advanced to the Borrower

Event of Default means any of the events as described in clause 6.

General Security Deed means a general security deed entered into between the Borrower andthe Lender on or about the date of this Agreement.

Loan means the amount of A$7,960,000 and any amount from time to time constituting a loanpursuant to clause 2.2 of the Subscription Agreement.

Repayment Date has the meaning in clause 4.

Subscription Agreement means a subscription agreement entered into between the Borrowerand the Lender on or about the date of this Agreement.

2417972−v7\BRIDM$ I Loan Agreement

2 Loan

2,1 The Lender has agreed to make available to the Borrower a loan in the principal amount ofLoan on the terms set out below.

2.2 On the Completion Date, as referred to in clause 7.2 of the DOCA, the Lender must advancethe Loan to the Borrower.

2.3 The Borrower on demand must immediately provide alternate security of equal or greatervalue or re−execute such other security documentation as are necessary to provide the samelevel of security as proposed under the General Security Deed.

2.4 If the DOCA is terminated pursuant to clauses 2.6 or 14.3 of the DOCA then this Agreementwill terminate.

Interest

3.1 The Borrower must pay interest on the outstanding balance of the Loan for the period fromand including the Drawdown Date up to but excluding the Repayment Date:

3.2 The rate of interest for the Loan is 2% per annum.

33 Interest on the Loan will accrue from day to day, be calculated on the basis of the actualnumber of days elapsed and a 365 day year (including the first day of the period during whichit accrues but excluding the last).

4 Repayment Date

4.1 The Borrower must repay the Loan along with all interest and other amounts accrued inconnection with the Loan in full to the Lender on the date which is 24 months after theDrawdown Date, or such other date as agreed in writing by the Lender and the Borrower.

4.2 The Lender may at anytime upon written notice to the Borrower convert all or part of the Loaninto ordinary shares in the Borrower. The conversion rate will be the same ratio as is equal tothe number of Placement Shares being issued for the Placement Consideration, as both termsare defined in the Subscription Agreement.

5 Acknowledgement

5.1 The Lender acknowledges that the Loan is a secured debt obligation of the Borrower inaccordance with the terms of the General Security Deed.

6 Limitation of Liability

6.1 The Lender acknowledges and agrees that the Deed Administrators have caused the Borrowerto enter into this Agreement in their capacity as deed administrators of the DOCA andtherefore as agents of the Borrower, and the Deed Administrators are not personally enteringinto, adopting or assuming any personal liability in relation to this Deed.

6.2 If the Deed Administrators have any personal liability in relation to this Agreement, then:

2417972−v7\BRIOMS 2 Loan Agreement

(a) the Deed Administrators will not be personally liable in relation to this Agreement tothe extent that such liability exceeds their right of indemnity out of the assets of theBorrower pursuant to the DOCA; and

(b) the Lender releases the Deed Administrators in respect of any shortfall between anypersonal liability in relation to this Deed and the extent of their indemnity out of theassets of the Borrower, and agrees not to seek to recover any such shortfall from theDeed Administrators personally.

6.3 Neither the Deed Administrators nor any of their partners, directors, officers, employees,agents, attorneys, related bodies corporate (as defined in sections 9 and 50 of the CorporationsAct) or successors is personally responsible to the Lender for, or will be personally liable(whether in negligence or on any other ground whatever) in respect of

(c) to the extent permitted by law or an order of a court, any failure by the Borrower toperform its obligations under this Agreement; or

(d) the accuracy or validity of any representation, warranty or undertaking provided bythe Borrower in relation to or in connection with this Agreement; or

(e) any action taken or omitted to be taken by the Borrower under this Agreement.

6.4 This clause 6 will operate as a deed poll by the Lender in favour of the Deed Administrators.

Default

7.1 On the occurrence of any of the events set out in paragraphs (a) to (d) below, the Lender mayserve a notice on the Borrower and the amount of the Loan which is outstanding and allinterest accrued on the Loan and unpaid will become immediately due and payable:

(a) the Borrower fails to pay when due any amount payable under this Agreement or failsto duly perform or comply with any of its obligations under this Agreement;

(b) any one or more of the following events occurs in respect of the Borrower:

(i) except for the purpose of a solvent reconstruction or amalgamation which hasthe prior written consent of the Lender:

(A) process is filed in a court seeking an order that it be wound up or thata controller (Controller) for the purposes of the Corporations Act2001 (Cth) (Corporations Act) be appointed to it or any of its assets,unless the application is withdrawn, struck out or dismissed within 7days of it being filed; or

(B) an order is made that it be wound up or that a Controller be appointedto it or any of its assets; or

(C) a resolution that it be wound up is passed or proposed;

(ii) a liquidator, provisional liquidator, Controller or any similar official isappointed to, or takes possession or control of, all or any of its assets orundertaking;

(iii) an administrator is appointed to it, a resolution that an administrator beappointed to it is passed or proposed, or any other steps are taken to appoint an

2417972−v7\BRIOMS 3 Loan Agreement

administrator to it (excluding the subsisting appointment of deedadministrators under the DOCA at the time of the execution of thisAgreement);

(iv) it enters into, or resolves to enter into, an arrangement, compromise orcomposition with any of, or any class of, its creditors or members, or anassignment for the benefit of any of, or any class of, its creditors, or process isfiled in a court seeking approval of any such arrangement, compromise orcomposition;

(v) a reorganisation, moratorium, deed of company arrangement or otheradministration involving one or more of its creditors is proposed or effected(other than the DOCA in the terms subsisting as at the time of the execution ofthis Agreement);

(vi) any action is taken by the Australian Securities and Investments Commissionwith a view to cancelling its registration or to dissolving it, or an application ismade to the Australian Securities and Investments Commission that any suchaction be taken;

(vii) it is insolvent within the meaning of Section 95A of the Corporations Act,states that it is unable to pay its debts or it is presumed to be insolvent underany applicable law;

(viii) as a result of the operation of section 459F(l) of the Corporations Act, it istaken to have failed to comply with a statutory demand;

(ix) it (other than in accordance with the tenns of the DOCA) stops or suspends orthreatens to stop or suspend:

(A) the payment of all or a class of its debts; or

(B) the conduct of all or a substantial part of its business; or

(x) any event or circumstance set out in section 461 of the Corporations Actoccurs in relation to it;

(c) a default occurs under the provisions of any other agreement or instrument evidencingor securing indebtedness of the Borrower or any liability of the Borrower becomes ormay be declared due prior to its stated maturity; or

(d) any event occurs which, in the opinion of the Lender, may materially and adverselyaffect the business, assets or financial condition of the Borrower.

8 General provisions

8.1 Neither party may assign any of its rights in relation to this Agreement without the otherparty's prior written consent.

8.2 No failure or delay by the Lender in exercising any right, power or remedy under thisAgreement shall operate as a waiver of that right, power or remedy. Rights, powers andremedies available under this Agreement are cumulative and do not exclude those provided bylaw.

8 3 If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

2417972−v7\BRIDMS 4 Loan Agreement



8.4 Each party will be responsible for its own costs in relation to the negotiating and execution ofthis Agreement.

8.5 This Agreement may be amended only by a document signed by all parties.

8.6 This Agreement is governed by the laws of the State of Queensland.

8.7 Each Party irrevocably and unconditionally:

(a) submits to the non−exclusive jurisdiction of the courts of the State of Queensland; and


8.8 This Agreement may be signed in counterparts and all counterparts taken together constituteone document.

2417972−v7\BRIDMS 5 Loan Agreement

Executed as an agreement.

Signed byCRCG−Rimfire f l y Ltd (Subject to Deed ofCompany Arrangement)in accordance with section 127 of theCorporations Act 2001 (Cth):

Signature of director

Name of director (please print)

Signed byChina Railway Construction Group CoLimited:

Signature of Authorised Representative

Name of Authorised Representative (pleaseprint)

Signature of director / secretary

Name of director / secretary (please print)

2417972−V7\BRIDMS 6 Loan Agreement

SCHEDULE BSECURITY DEED


General Security Deed

CRCG−Rjmfjre Pty Ltd (Subject to Deed ofCompany Arrangement)


2417967−v2\BRIDMS

Table of contents

1.

2.

3.4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.18.

19.

20.


Security

Acknowledgements

Release

Limitation of Liability

Undertakings

Events of Default

Interest on overdue amounts

Powers of Beneficiary on default

Appointment of Receiver

Receipt and application of money

Payments

Indemnities

Assignment

Preservation of rights

PPS Law

Notices

General provisions

GST

Governing law and Jurisdiction

I

4

5

57

7

11

11

12

15

1617

18

19

19

22

2324

28

29

241 7967−v2BRIDMS i General Security Deed

Title General Security Deed

Date

Parties China Railway Construction Group Co Limited of CRCG Plaza, Level 6,No 20 Shijingshan Rd, Shijingshan District, Beijing, China (Beneficiary)

CRCG−Rimfire Pty Ltd (Subject to Deed of Company Arrangement)(ACN 611 557 852) ci− Grant Thornton, Level 18, King George Square Central,145−147 Ann Street, Brisbane, Qld, 4000 (Grantor)

RecitalsA The Beneficiary has agreed to enter into the DOCA, the Loan Agreement and Subscription

Agreement.

13 The Grantor has agreed to provide the Security as set out in this Deed to secure the dueperformance of its obligations under the DOCA, Loan Agreement and SubscriptionAgreement.


1. Definitions and interpretation


Controller has the meaning given to 'controller' in section 9 of the Corporations Act.

Event of Default has the meaning given to that term in the Loan Agreement.


DOCA means a deed of company arrangement entered into between the Beneficiary, theGrantor and the Administrators Michael Gerard McCann and Said Jahani on 7 March 2018.

Loan Agreement means the loan agreement dated on or about the date of this Deed enteredinto by the Grantor and the Beneficiary.

Permitted Security means:

(a) a Security Interest arising under this Deed;

(b) a lien, charge or other Security Interest arising by operation of law in the ordinarycourse of business, other than one securing an obligation not discharged when due;

(c) a Security Interest created in favour of the Beneficiary;

(d) an existing Security Interest to which the Beneficiary gives its written consent beforethe date of this Deed or a Security Interest created after the date of this Deed with theprior written consent of the Beneficiary;

(e) a right of set−off included in a contract entered into by the Grantor in the ordinarycourse of business that does not secure financial indebtedness;

2417967−v2\BRIDMS 1 General Security Deed

(1) a Security Interest that arises in respect of Goods sold and delivered in the ordinarycourse of business in favour of the seller by virtue of the retention or reservation oftitle of those Goods by the seller until payment of the purchase price for such goodsor any other Goods sold or delivered by that seller on the normal trade terms of theseller (unless the purchase price is overdue for payment); or

(g) a Security Interest arising under one of the following transactions if the transactiondoes not secure payment or performance of an obligation:

(i) a transfer of a PPSA Account or Chattel Paper in respect of which the Grantoris the transferor;

(ii) a commercial consignment in respect of which the Grantor is the consignee;or

(iii) a PPS Lease in respect of which the Grantor is the lessee.

PPSA means the Personal Properly Securities Act 2009 (Cth).

PPSA Account has the meaning given to "account" in the PPSA.

PPSA Attachment has the meaning given to 'attachment in the PPSA.

PPS Law means the PPSA, any regulations made under the PPSA and any amendments toany other legislation as a consequence of the PPSA.

PPSA Retention of Title Property has the meaning given to "PPSA retention of titleproperty" in the Corporations Act.

Receiver means the person or persons appointed to be a receiver or receiver and managerunder Clause 10.1.

Secured Money means all money, obligations and liabilities of any kind that are or may inthe future become due, owing or payable, whether actually, contingently or prospectively, bythe Grantor to or for the account of the Beneficiary under or in relation to any TransactionDocuments including on account of principal, interest, fees, expenses, indemnity payments,losses or damages and irrespective of:

(a) the capacity of the relevant party (whether as principal, agent, trustee, beneficiary,partner or otherwise);

(b) whether the Grantor is liable as principal debtor or as surety;

(c) whether the Grantor is liable alone, jointly orjointly and severally with anotherperson;

(d) whether or not the money, obligation or liability is owed to the Beneficiary or to itsaccount as a result of an assignment, transfer or other dealing with or without theGrantor's consent; or

(e) whether the money, obligation or liability is owed or secured before or after the dateof:

(i) this Deed; or

(ii) any assignment of this Deed or any other Transaction Document.

Secured Property means all of the property, rights, title and undertaking from time to time ofthe Grantor irrespective of:


(a) whether it is present or future;

(b) whether it is real or personal;

(c) whether it is tangible or intangible; and

(d) where it is located,

including share capital which is uncalled or called but unpaid, including PPSA Retention ofTitle Property and Trust Property.

Security Interest means a right, interest, power or arrangement in relation to any propertywhich provides security for, or protects against default by a person in, the payment orsatisfaction of a debt, obligation or liability and any arrangement under which rights aresubordinated to the rights of another party, and includes:

(a) a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance, hypothecation orother security interest (including a 'security interest" as defined in section 12 of thePPSA);

(b) any other arrangement having the effect of conferring security (including anyconditional sale, hire purchase or lease agreement, or arrangement for the retention oftitle or sale and repurchase arrangement); or

(c) any contractual arrangement under which money or claims to, or the benefit of, abank or other account may be applied, set−off or made subject to a combination ofaccounts.

Subscription Agreement means the subscription agreement between the Beneficiary and theGrantor entered into on or about the date of this Deed.

Transaction Document means each of

(a) this Deed;

(b) the Loan Agreement;

(c) the Subscription Agreement; and

(d) the DOCA.

Trust Property means, if the Grantor is, or becomes, a trustee of any trust, the Grantor'srights, title or interests in, to or under:

(a) the assets held by it as trustee of that trust; and

(b) its rights of indemnity from the assets and beneficiaries of that trust and any SecurityInterest held by it in respect of its administration of that trust and those rights ofindemnity.

1.2 In this Deed, unless the context requires another meaning, the following capitalised words andexpressions (and their other grammatical forms) have the same meanings as those words andexpressions (and their other grammatical forms) (although uncapitalised) in the PPSA:Accession, AOl Account, Advance, Circulating Asset, Chattel Paper, FinancingStatement, Financing Change Statement, Future Advance, Goods, Inventory, NegotiableInstrument, Perfected, Personal Property, PPS Lease, Purchase Money Security Interest,Serial Number and Verification Statement.

241 7967−v2\BRIOMS 3 General Security Deed

2. Security

Grant of security

2.1 As security for the due and punctual payment and satisfaction of the Secured Money, theGrantor grants to the Beneficiary:

(a) a security interest in all and any Secured Property to which the PPSA applies; and

(b) a first fixed charge over all and any Secured Property to which the PPSA does notapply.

2.2 Without limiting the effect of sub−Clause 2.1(b), if the charge created under sub−Clause 2.1(b)is not legally and fully effective as a fixed charge for any reason, then to the extent it may notbe so legally and fully effective, that charge is a first floating charge until such time as itbecomes a first fixed charge, including under Clause 2.8.

2.3 For the purposes of sub−section 20(2)(b) of the PPSA, the parties intend that the securityinterest granted under this Deed is a Security Interest in all of the Grantor's present andafter−acquired

property.

Ranking

2.4 Each Security Interest created by this Deed ranks ahead of and has priority over all otherSecurity Interest over the Secured Property, including any Permitted Security, except:

(a) any Permitted Security which must be preferred by law; or

(b) to the extent provided in any priority arrangement to which the Beneficiary agrees inwriting in respect of any Permitted Security.

Consideration

2.5 The Grantor enters into this Deed for valuable consideration from the Beneficiary andacknowledges receipt of that consideration.

Ordinary course of business

1 6 Subject to Clause 2.7, the Grantor may sell, transfer, lease or dispose of, part with possessionof or otherwise deal with the following assets in the ordinary course of the Grantor's business:

(a) cash as it relates to the operating income and expenses of the business in the ordinarycourse;

(b) any item of plant or equipment which is not Inventory and has a value of less thanA$50,000 or its equivalent;

(c) proceeds of debts or other monetary obligations; and

(d) negotiable instruments,

unless and until they cease to he Circulating Assets under Clause 2.7.

2.7 While a Default is subsisting, the Beneficiary may at the Grantor's cost do, or may require dieGrantor to do (in which case the Grantor must promptly at the Grantor's cost do), anythingthat the Beneficiary considers necessary or advisable to make any Circulating Asset of theGrantor cease to be a Circulating Asset or to ensure that any asset of the Grantor is not or doesnot become a Circulating Asset.


Crystallisation of floating charge

2.8 To the extent that any Secured Property is subject to a floating charge under Clause 2.2 , thatfloating charge:

(a) automatically, without any notice or other action by the Beneficiary, becomes a fixedcharge on that Secured Property if:

(i) an Event of Default occurs;

(ii) distress, attachment, execution or other court process is levied on or againstany assets, revenues or the business of the Grantor; or

(iii) the Beneficiary makes a demand that the Grantor pay the Secured Money orthis Deed is enforced in any other way; or

(b) immediately upon notice from the Beneficiary to the Grantor, becomes a fixed chargeon that Secured Property subject to the floating charge as is specified in that notice.

2.9 The service by the Beneficiary of any notice pursuant to Clause 2.8(b) in relation to anySecured Property shall not be construed as a waiver or abandonment of the Beneficiary'srights to serve similar notices in respect of any other Secured Property or of any other rightsof the Beneficiary under this Deed.

2.10 Nothing in any paragraph of this Clause prevents the floating charge from becoming fixed asto any asset under another provision of this Deed (including another paragraph of this Clause),or by operation of law.

3. Acknowledgements

Priority of Security Interest in Secured Property

3.1 The Security Interests granted under this Deed have the same priority in relation to allSecured Money, including Future Advances. Nothing in this Clause 3.1 restricts theBeneficiary from claiming that the Security Interest is a Purchase Money Security Interest inrespect of all or part of the Secured Property.

No agreement or consent to subordination or PPSA Attachment

3.2 Nothing in this Deed may be construed as an agreement or consent by the Beneficiary to:

(a) subordinate a Security Interest created under this Deed in favour of any person; or

(b) any Security Interest, other than any Permitted Security or any PPSA Attachment toor being created in any Secured Property.

3.3 The parties agree that there has been no agreement to defer or postpone the date of PPSAAttachment.

4. Release

Full release

4.1 If the Beneficiary is satisfied that:

(a) all of the Secured Money is unconditionally and irrevocably paid, discharged orperformed in fill;

2417967−v2BRIOMS 5 General Security Deed

(b) no money, obligation or liability is likely to become Secured Money within areasonable time; and

(c) there is no possibility that:

(i) any money received or recovered by the Beneficiary and applied in paymentof the Secured Money; or

(ii) any settlement, conveyance, transfer or other transaction made in satisfactionof or in connection with the Secured Money,

must be repaid or may be avoided under any law, including a law relating topreferences, bankruptcy, insolvency, administration or the winding−up of companies,

the Beneficiary will discharge each Security Interest created by this Deed, at the request andcost of the Grantor.

Partial release

4.2 The Beneficiary may at any time release any part of the Secured Property from each SecurityInterest created under this Deed.

4.3 A release of part of the Secured Property from the Security Interests created under this Deeddoes not adversely affect those Security Interests over any other Secured Property, or anyTransaction Document.

Reinstatement of Security Interest

4.4 If:

(a) any payment, settlement, conveyance, transfer or other transaction made insatisfaction of or in connection with the Secured Money is void or voidable under anylaw: or

(b) any claim is made that any payment, settlement, conveyance, transfer or othertransaction made in satisfaction of or in connection with the Secured Money is void orvoidable under any law and the claim is upheld, conceded or compromised,

the Beneficiary is immediately entitled to the same rights, powers and remedies against theGrantor and the Secured Property as it would have had if the relevant payment, settlement,conveyance, transfer or transaction had never been made or taken place. If required by theBeneficiary, the Grantor must, at its own expense, sign all documents and do all actsnecessary to restore to the Beneficiary the Security Interests created under this Deed and heldby the Beneficiary immediately before the payment, settlement, conveyance, transfer ortransaction.

4.5 Clause 4.4 survives the discharge of the Security Interests created under this Deed.

Continuing security

4.6 This Deed is a continuing security and remains in full force and effect, despite any settlementof account or any other matter or thing, until a final discharge is given to the Grantor.

4.7 The obligations of the Grantor under this Deed extend to any increase in the Secured Moneyas a result of any amendment of, supplement to or replacement of any Transaction Documentor any other act, matter or thing, whether or not the Grantor gave its consent to or hadknowledge of the relevant act, matter or thing.

2417967−v2\BRIDMS 6 Genera! Security Deed

5. Limitation of Liability

5.1 The Beneficiary acknowledges and agrees that the Deed Administrators have caused theGrantor to enter into this Agreement in their capacity as deed administrators of the DOCA andtherefore as agents of the Grantor, and the Deed Administrators are not personally enteringinto, adopting or assuming any personal liability in relation to this Deed.


(a) the Deed Administrators will not be personally liable in relation to this Agreement tothe extent that such liability exceeds their right of indemnity out of the assets of theGrantor pursuant to the DOCA; and

(b) the Beneficiary releases the Deed Administrators in respect of any shortfall betweenany personal liability in relation to this Deed and the extent of their indemnity out ofthe assets of the Grantor, and agrees not to seek to recover any such shortfall from theDeed Administrators personally.

5.3 Neither the Deed Administrators nor any of their partners, directors, officers, employees,agents, attorneys, related bodies corporate (as defined in sections 9 and SO of the CorporationsAct) or successors is personally responsible to the Beneficiary for, or will be personally liable(whether in negligence or on any other ground whatever) in respect of:

(a) to the extent permitted by law or an order of a court, any failure by the Grantor toperform its obligations under this Agreement; or

(b) the accuracy or validity of any representation, warranty or undertaking provided bythe Grantor in relation to or in connection with this Agreement; or

(c) any action taken or omitted to be taken by the Grantor under this Agreement.

5.4 This clause 6 will operate as a deed poll by the Beneficiary in favour of the DeedAdministrators.

6. Undertakings

Payment of Secured Money

6.1 The Grantor must perform its obligations under the Transaction Documents to which it is aparty in full and on time.

6.2 Without limiting Clause 6. 1, the Grantor must pay the Secured Money to the Beneficiary:

(a) in accordance with the Transaction Documents; or

(b) on demand, if payment of the Secured Money is not expressly provided for in aTransaction Document.

6.3 The Beneficiary is not:

(a) required to first notify, make a demand on or proceed against the Grantor or any otherperson; or

(b) exhaust any remedies it may have against the Grantor or any other person; or

(c) enforce any other Transaction Document,

2417967v2\BRIOMS 7 General Security Deed

but is entitled to demand and receive payment and satisfaction of the Secured Money from theGrantor when due under this Deed.

Undertakings relating to Secured Property

6.4 Unless the Beneficiary otherwise agrees in writing, the Grantor must:

(a) no Security Interests or Restrictions: not:

(i) create, agree or attempt to create or permit to exist, any Security Interestsother than a Permitted Security or any Restriction other than a PermittedRestriction on any Secured Property; or

(ii) release or vary any Permitted Restriction;

(b) Permitted Security and Permitted Restrictions:

(i) promptly comply with the terms of any Permitted Security or PermittedRestriction;

(ii) not do, omit to do or permit to occur anything by which the obligations ofanother person under a Permitted Security or Permitted Restriction would belessened; and

(iii) not increase the amount secured by a Permitted Security;

(c) constituent documents: not modify or repeal all or any provision of its constituentdocuments;

(d) disposals: subject to Clause 2.6, not, and not agree or attempt to, sell, transfer, leaseor dispose of, part with possession of or otherwise deal with:

(i) the Secured Property or any estate or interest in the Secured Property;

(ii) any rights in the Secured Property,

whether by a single transaction or by a number of transactions, whether related or not;

(e) protect: on demand by the Beneficiary take or defend legal proceedings to protectthe Secured Property;

(f) not prejudice: not do, omit to do or permit to occur anything which adversely affectsa right, power or remedy of the Beneficiary under this Deed or which does or mightresult in any Secured Property being:

(i) subject to a Security Interest in favour of a Governmental Agency;

(ii) surrendered, forfeited, exchanged, cancelled or adversely affected in any way;or

(Hi) reduced in value;

(g) access: provide to or procure for the Beneficiary or its professional consultants fullaccess to the Secured Property and all premises and employees of the Grantor for thepurpose of inspecting the Secured Property or exercising a right, power or remedy ofthe Beneficiary;

(h) damage: promptly notify the Beneficiary of any damage, loss, theft, arrest,confiscation, seizure or other event which affects or might affect the rights of the

2417967−v2BRlDMS 8 General Security Deed

Beneficiary under this Deed or involve a loss or reduction in value of any SecuredProperty;

(i) list: on demand by the Beneficiary, provide to the Beneficiary a complete list of theSecured Property including the value and location of each item of the SecuredProperty;

Ci) pay Taxes: whether or not the Beneficiary has taken possession of any part of theSecured Property, pay all Taxes for the Secured Property in MI and on time and ondemand provide the Beneficiary with copies of all notices received for those Taxesand copies of receipts for all payments;

(k) perform leases: pay in full and on time all rent and other money and perform allobligations under any lease, sub−lease or licence granted to the Grantor and ondemand provide to the Beneficiary the receipt for every payment;

(I) deposit title documents: if requested by the Beneficiary, deposit with theBeneficiary all certificates or other documents of title for or evidencing any SecuredProperty over which the Security Interests created under this Deed are over assets thatare not listed in Clause 2.6 immediately on:

(i) execution of this Deed by the Grantor; and

(ii) acquisition of any property forming part of the Secured Property after the dateof this Deed;

(m) real property: promptly notify the Beneficiary of the particulars of any real property(acquired by the Grantor;

(ii) location of Secured Property: not move, or cause or allow any Secured Property tobe moved outside Australia, except in the ordinary course of, and for the purpose ofcarrying on, the Grantor's normal business, and the Grantor must notify theBeneficiary promptly upon request by the Beneficiary of the present location of anySecured Property;

(o) Marketable Securities: notify the Beneficiary promptly if it acquires, or enters intoan agreement to acquire any Marketable Securities (as defined in section 9 of theCorporations Act, Investment Instruments and Intermediated Securities);

(p) Serial Numbered Goods: promptly upon the Beneficiary's request, provide theBeneficiary with a Serial Numbered Goods Confirmation in respect of any SecuredProperty which is Serial Numbered Goods and is not Inventory at the date of thatconfirmation, and subsequently, if the Grantor acquires any Serial Numbered Goodsor if any Serial Numbered Goods cease to be Inventory of the Grantor (other than as aresult of sale), the Grantor must promptly complete and deliver to the Beneficiary aSerial Numbered Goods Confirmation in respect of such Serial Numbered Goods;

(q) API Accounts: promptly upon the Beneficiary's request, provide the Beneficiarywith details of all ADI Accounts held by the Grantor; and

(r) Chattel Paper and Negotiable Instruments: promptly upon the Beneficiary'srequest, deliver or cause to be delivered to the Beneficiary all Chattel Paper andNegotiable Instruments held by the Grantor or to which the Grantor is entitled.

General positive undertakings

6.5 Unless the Beneficiary otherwise agrees in writing, the Grantor must:


(a) notify changed details: notify the Beneficiary at least 14 days before:

(i) it changes its name;

(ii) any ABN, ACN, ARBN or ARSN allocated to the Grantor changes, iscancelled or otherwise ceases to apply to it (or if it does not have an ABN,ACN, ARBN or ARSN, one is allocated or otherwise starts to apply to it); or

(iii) it becomes trustee of a trust or a partner in a partnership not stated in aTransaction Document;

(b) comply with laws: comply with and observe all laws and all applicable guidelines,directions, requests or requirements of a Governmental Agency including thoseapplicable to the Secured Property or to its use, occupation or enjoyment;

(c) ranking of obligations: ensure that its obligations under this Deed and any otherTransaction Document to which it is a party at all times rank ahead of all its otherobligations (other than those which on its winding−up, liquidation, dissolution orsimilar process must be preferred by operation of law) except to the extent providedin this Deed or any other Transaction Document or any priority arrangement to whichthe Beneficiary agrees in writing in respect of any Permitted Security; and

(d) requisitions: answer and comply with any requisitions or orders made by anyGovernmental Agency in relation to the registration of this Deed and do all things thatthe Beneficiary considers necessary or desirable to assist it in registering the SecurityInterests on the Personal Property Securities Register or with any other GovernmentalAgency, including obtaining all necessary consents.

General negative undertakings

6.6 Unless the Beneficiary otherwise agrees in writing, the Grantor must not do or permitanything to be done that would cause any Secured Property to become an Accession or affixto any asset that is not part of the Secured Property.

Grantor's Security Interests

6.7 The Grantor must take all steps necessary to ensure that each Security Interest arising under aPPS Law in favour of the Grantor:

(a) is enforceable, registered, Perfected, protected, and afforded the highest rankingpriority possible, in each case to the full extent permitted by the PPS Law; and

(b) is not, as far as reasonably and commercially practical, exposed to the risk of beingdefeated, postponed or otherwise prejudiced by any other Security Interest in favourof a third party.

6.8 The Grantor must, promptly upon the Beneficiary's request, provide to the Beneficiary acertificate signed by two of its directors confirming that the Grantor has complied with Clause6.7. If the Beneficiary reasonably suspects that a Grantor has not complied with Clause 6.7,the Beneficiary may, at the Grantor's cost, arrange for an audit of the Grantor's PPS Lawrelated policy and procedures. The Grantor agrees to give the Beneficiary and its agents andadvisers all assistance (including access to its books and records) reasonably required by themfor the purpose of conducting such an audit.


Consent of Beneficiary

6.9 If any consent or approval of the Beneficiary is given, or compliance by the Grantor of anyundertaking is waived, subject to compliance by the Grantor with any condition at or before aparticular time, the Grantor must comply with that condition.

Beneficiary may act

6.10 The Beneficiary may do or cause to be done all things, including the payment of any money,which must be done by the Grantor under this Deed but which the Grantor fails to do inaccordance with this Deed or which the Grantor fails to do to the satisfaction of theBeneficiary. Any money paid by the Beneficiary for this purpose forms part of the SecuredMoney.

7. Events of Default

When enforceable

7.1 If an Event of Default occurs the Grantor must immediately pay the Secured Money in full tothe Beneficiary on demand by the Beneficiary and in the manner notified by the Beneficiary.

Consequences of Events of Default

7.2 The Beneficiary may enforce this Deed even if the Beneficiary accepts payment, performanceor satisfaction of any part of the Secured Money after an Event of Default has occurred.

Assistance in realisation

7.3 Once this Deed is enforced, the Grantor must take all action required by the Beneficiary,Controller or attorney to assist any of them to realise the Secured Property and exercise anypower including:

(a) executing all transfers, conveyances, assignments and assurances of any of theSecured Property;

(b) doing anything necessary or desirable under the law in force in any place where theSecured Property is situated; and

(c) giving all notices, orders, directions and consents which the Beneficiary, Controller orattorney thinks expedient.

8. Interest on overdue amounts

Default interest

8.1 Subject to Clause 8.3, the Grantor must pay interest to the Beneficiary on demand on anyamount due and payable by the Grantor under this Deed but unpaid (including interestpayable under this Clause 8.1).

8.2 Interest under Clause 8.1:

(a) accrues on each unpaid amount from and including the due date for payment to thedate of actual payment at the rate determined by the Beneficiary to be the sum of 4.00%per annum and the higher of:

(i) the cost to the Beneficiary of funding the unpaid amount; and


(ii) the rate, if any, applicable to the unpaid amount immediately before the duedate,

(b)

(c)

(d)

calculated with reference to successive periods of a length selected by the Beneficiaryor, if no selection is made, of one month, starting on the due date for payment;

accrues from day to day;

is calculated on the basis of the actual number of days elapsed (including the first daybut excluding the last) and a 365 day year; and

may be compounded by the Beneficiary at intervals selected by the Beneficiary or, ifno selection is made, at one month intervals.

8.3 The Grantor has no obligation to pay interest under Clause 8.1 on any unpaid amount if theGrantor has another obligation to pay default interest on the same unpaid amount underanother Transaction Document and the Grantor satisfies that other obligation.

Additional interest

8.4 If a liability under a Transaction Document becomes merged in a judgment, the Grantor must,as an independent obligation, pay interest on the amount of that liability to the Beneficiary.Interest on the amount of that liability will accrue from the date the amount becomes due untilthe date the amount is paid, both before and afterjudgment, at the rate which is the higher of:

(a)

(b)

the rate payable under the judgment; and

the rate referred to in Clause 8.2.

9. Powers of Beneficiary on default

Powers of Beneficiary

9.1 If an Event of Default occurs, the Beneficiary has the power in its absolute discretion to do allacts and things and exercise all rights, powers and remedies that the Grantor could do orexercise in relation to the Secured Property and do all acts and things and exercise all rightsthat the Beneficiary considers appropriate without notice to the Grantor or prior authorisationfrom any court, including, without limitation, the power to:

(a)

(b)

(c)

(d)

(e)

(0

(g)

take possession: enter, take possession and assume control of the Secured Propertyand collect and get in and give receipts for the Secured Property;

retain: dispose of; retain or otherwise deal with all or any part of the SecuredProperty;

receive rents: receive rents and profits of the Secured Property;

manage: manage the Secured Property;

carry on business: carry on any business of the Grantor forming part of the SecuredProperty, or relating to it;

maintain or improve: do anything to maintain, protect or improve the SecuredProperty;

make calls: make calls on capital and premiums of the Grantor and enforce paymentof calls;

2417967−v20RIDMS 12 General security Deed

(h) sell: sell or agree to sell the Secured Property on terms that the Beneficiary thinks fitand:

(i) whether or not the Beneficiary has taken possession;

(ii) by public auction, private treaty or by tender;

(iii) for cash or on deferred purchase terms or a combination of those and whetheror not deferred purchase terms provide for the charging of interest or thegiving of security;

(iv) in one lot or in parcels;

(v) whether or not other property is sold by the Beneficiary or another person;and

(vi) whether with or without special provisions including provisions relating totitle and payment of the purchase money;

(i) lease: lease or license any part of the Secured Property, and renew, terminate,surrender or accept the surrender of leases or licences, on tennis that the Beneficiarythinks fit;

(3) grant options: grant to any person an option to purchase, lease or licence anySecured Property on terms that the Beneficiary thinks fit;

(k) Restrictions: grant, release or vary Restrictions;

(I) fixtures: add or sever fixtures and sell or agree to sell fixtures separately from anyreal property;

(in) make agreements or compromises: make any agreement or compromise which theBeneficiary thinks fit;

(n) transfer property: surrender or transfer the Secured Property to any GovernmentalAgency (whether or not for compensation);

(o) exchange property: exchange any part of the Secured Property for any otherproperty, whether or not of equal value;

(p) employ: employ or engage any person on terms that the Beneficiary thinks fit for thepurpose of exercising any of the Beneficiary's rights, powers or remedies under thisDeed;

(q) delegate: delegate to any person for any time as the Beneficiary approves any or allof the powers of the Beneficiary on terms that the Beneficiary thinks fit;

(r) give receipts: give effective receipts for all money and other assets that come intothe hands of the Beneficiary;

(s) perform and enforce: carry out and enforce, or refrain from carrying out orenforcing, agreements entered into or held by the Grantor in relation to the SecuredProperty or entered into in exercise of the rights, powers or remedies of theBeneficiary under this Deed;

(t) insure: insure the Secured Property;

(u) proceedings: institute, conduct, defend, discontinue, settle, arrange or compromiseany proceedings, including proceedings relating to insurance of the Secured Property;


(v) borrow:

(i) Advance money for the account of the Grantor;

(ii) raise or borrow any money in its name or in the name of or on behalf of theGrantor, from any person approved by the Beneficiary; and

secure money Advanced under sub−Clause 9.1 (v)(i) or raised or borrowedunder sub−Clause 9.1 (v)(ii) by a Security Interest over any part of the SecuredProperty whether ranking in priority to, equally with or after the SecurityInterests created under this Deed;

(w) execute documents: execute and deliver documents on behalf of the Grantor underseal or under hand;

(x) operate bank accounts: operate any bank account forming part of the SecuredProperty; and

(y) other acts: do or cause to be done any other act or thing which the Beneficiaryconsiders necessary or incidental to the exercise of any right, power or remedy of theBeneficiary.

The powers of the Beneficiary under this Clause are in addition to any rights, powers orremedies conferred on the Beneficiary by law.

Exclusion of notice

9.2 The Beneficiary and any Controller appointed by the Beneficiary may, to the extent that anapplicable law permits, exercise a right, power or remedy under a Transaction Documentwithout first giving any notice, or allowing the lapse of any period of time or fulfilling anyother condition precedent.

93 If an applicable law provides that a right, power or remedy under a Transaction Documentmay only be exercised after a period of notice is given or a lapse of time occurs:

(a) if a period of notice or of time is fixed by that law, that period of notice must be givenor lapse of that time must occur before exercise of that right, power or remedy; or

(b) if a period of notice or of time may be fixed by this Deed, one Business Day is fixedas the period during which:

(i) default must continue before a notice is given demanding repayment orsatisfaction of the Secured Money; or

(ii) a notice requiring payment or satisfaction of the Secured Money must remainunsatisfied,

before exercise of that right, power or remedy.

Not mortgagee in possession

9.4 If the Beneficiary, or a Controller appointed by the Beneficiary, takes possession of anySecured Property neither the Beneficiary or the Controller is liable as a mortgagee inpossession.

Give up possession

9.5 The Beneficiary may give up possession of the Secured Property or any part of it at any timeand may discontinue a receivership.

241 7967−v2\BRIDMS 14 General Security Deed

Exclusion of liability

9.6 Neither the Beneficiary nor any of its authorised officers are liable for losses of any kindwhich occur as a result of the exercise, or attempted or purported exercise or non−exercise of aright, power or remedy of the Beneficiary or a Controller appointed by the Beneficiary,including as a result of the negligence or default of any person.

Protection of third parties

9.7 A person dealing with the Beneficiary or a Controller appointed by the Beneficiary inconnection with the exercise of any of the Beneficiary's or the Controller's rights, powers orremedies is not bound to enquire into any matter in connection with the exercise of thoserights, powers or remedies, including:

(a) whether an Event of Default has occurred;

(b) whether the Secured Money is due and payable;

(c) whether the right, power or remedy has been properly exercised;

(d) whether the appointment of a Controller has been duly made; or

(e) as to the propriety or regularity of any dealing.

9,8 A dealing referred to in Clause 9.7:

(a) is valid and effective despite any irregularity or impropriety referred to in Clause 9.7;and

(b) is not affected by express or constructive notice on the part of any person dealing withthe Beneficiary or a Controller appointed by the Beneficiary of any matter referred toin Clause 97.

10. Appointment of Receiver

Appointment

10.1 If an Event of Default occurs the Beneficiary may (and without prior notice to the Grantor):

(a) appoint in writing:

(i) any one or more persons to be a receiver or receiver and manager of theSecured Property or part of it; or

(ii) different receivers or receivers and managers for different parts of the SecuredProperty,

on terms that the Beneficiary thinks fit and whether or not:

(iii) the Beneficiary has taken possession of the Secured Property; or

(iv) an order has been made or a resolution passed to wind−up the Grantor;

(b) remove a Receiver and, if a Receiver is removed, retires or dies, appoint areplacement;

(c) fix the remuneration of the Receiver at an amount or rate of commission agreedbetween the Beneficiary and the Receiver or, if no amount or rate is agreed, theamount or rate determined by the Beneficiary; and


(d) if two or more persons are appointed as a Receiver, appoint them jointly or severallyorjointly and severally.

Agent of Grantor

10.2 A Receiver is the agent of the Grantor unless and until:

(a) the Beneficiary, by notice in writing to the Grantor and the Receiver, requires that theReceiver act as agent of the Beneficiary: or

(b) an order is made or a resolution is passed for the winding−up of the Grantor, except tothe extent that approval is given under section 420C( I) of the Corporations Act.

10.3 If for any reason a Receiver ceases to be the agent of the Grantor, the Receiver immediatelybecomes the agent of the Beneficiary.

10.4 While the Receiver is the agent of the Grantor:

(a) the Grantor alone is responsible for the acts and defaults of the Receiver and for thepayment of the Receiver's remuneration; and

(b) in exercising a right, remedy or power of the Beneficiary, the Receiver has theauthority of both the Grantor and the Beneficiary.

Powers of Receiver

10.5 A Receiver may do any act, matter or thing and exercise any right, power or remedy that maybe done or exercised by the Beneficiary in relation to the Secured Property (in the name of oron behalf of the Grantor or in his own name and, in each case, at the cost of the Grantor).

10.6 The power conferred on a Receiver under Clause 10.5 is:

(a) in addition to any right, power or remedy conferred on the Receiver by law; and

(b) subject to any specific limitations placed on a Receiver by the terms of theappointment of that Receiver.

11. Receipt and application of money

Order of application

11.1 The Beneficiary or a Controller appointed by the Beneficiary may appropriate and applymoney which it receives or recovers under this Deed toward any part of the Secured Moneyand in any order it determines in its absolute discretion.

Credit actual receipts

11.2 In applying any money toward satisfaction of the Secured Money, the Beneficiary will creditthe Grantor only with that money actually received by the Beneficiary in cleared funds, andthat credit will date from the time of actual receipt.

Amounts contingently due

11.3 If money available for distribution to the Beneficiary relates to a part of the Secured Moneywhich is contingently due to the Beneficiary:

(a) that money may be placed in a deposit account with the Beneficiary or any personselected by the Beneficiary (including a related body corporate of the Beneficiary) on

2417967−v2\SRIDMS 16 General Security Deed

terms determined by the Beneficiary until that part of the Secured Money becomesactually due and payable or otherwise ceases to be contingently due; and

(b) at that time the amount actually owing may be paid to the Beneficiary and the balancedistributed in accordance with Clause 11.1.

Suspense account11.4 The Beneficiary may retain and credit to a non−interest bearing suspense account:

(a)

(b)

(c)

any money paid by the Grantor under this Deed;

any distribution, dividend or payment received in respect of the Secured Money afteran Insolvency Event occurs in respect of any person; and

any money paid by any other person in respect of the Secured Money.

11.5 The amounts credited to the suspense account referred to in Clause 11.4 may be retained bythe Beneficiary in that account for as long as the Beneficiary detennines is appropriate. TheBeneficiary may apply those amounts in or towards satisfaction of the Secured Money at anytime, but is not under any obligation to do so.

Surplus money11.6 If at any time after satisfaction of the Secured Money the Beneficiary holds surplus money

payable to the Grantor, that money:

(a)

(b)

does not carry interest; and

may be placed to the credit of an account in the name of the Grantor with a bank.

11.7 The Beneficiary has no further liability in respect of money dealt with in accordance withClause 11.1.

Receipts of the Beneficiary

11.8 The receipt of an authorised officer of the Beneficiary or a Controller appointed by theBeneficiary for money payable to the Beneficiary or another asset received by or for theaccount of the Beneficiary under a Transaction Document relieves the person making thepayment or delivery from all liability to enquire as to:

(a)

(b)

(c)

the application of that money or other asset;

whether the Secured Money is due or payable; or

the propriety or regularity of the appointment of a Controller appointed by theBeneficiary.

12. Payments

Payment by the Grantor

12.1 All payments by the Grantor to the Beneficiary under this Deed must be made:

(a)

(b)

(c)

not later than 11:00 am on the due date for payment;

in cleared funds in Australian dollars; and

to the account specified by the Beneficiary,

241 7967−v2\BRIOMS 17 General Security Deed

or in any other manner that the Beneficiary notifies to the Grantor.

Business Days

12.2 If an amount would otherwise be due for payment on a day that is not a Business Day, thatamount is due on the next Business Day or, if that Business Day is in another calendar month,on the preceding Business Day.

Payable on demand

12.3 An amount payable under this Deed that is not payable on a specified date is payable ondemand by the Beneficiary.

Payments in gross

12.4 Subject to Clause 12.5 all money payable by the Grantor under this Deed must be paidunconditionally and in full without:

(a) set−off or counterclaim of any kind; or

(b) deduction or withholding for Tax or any other reason, unless the deduction orwithholding is required by applicable law.

Deductions and withholdings

12.5 If the Grantor or any other person is required by law to make a deduction or withholding forTax from a payment to the Beneficiary or the Beneficiary is required to make a payment forTax on any payment received or receivable by it, the Grantor:

(a) indemnifies the Beneficiary against any claim in respect of the Tax; and

(b) must immediately pay an additional amount to the Beneficiary so that, after allapplicable deductions, withholdings or payments for Tax, the Beneficiary actuallyreceives for its own benefit a net amount equal to the amount which it would havereceived if no deductions, withholdings or payments had been required.

12.6 If the Grantor is required by law to make a deduction or withholding for Tax from a paymentto the Beneficiary, the Grantor must pay the full amount of the deduction or withholding tothe appropriate Government Agency in accordance with applicable law and deliver theoriginal receipts to the Beneficiary.

Allocation of receipts

12.7 The Beneficiary may allocate payments made by or for the account of the Grantor towardsany principal, interest or other money owing under a Transaction Document as it considersappropriate.

12.8 The Beneficiary may apply any amounts received or money recovered by it under anyTransaction Document which secures the Secured Money and other obligations in the mannerit determines in its absolute discretion. The Beneficiary may apply those amounts in ortowards satisfaction of the Secured Money but is not under any obligation to do so.

13. Indemnities

13.1 The Grantor unconditionally and irrevocably indemnifies the Beneficiary immediately ondemand against any claim, cost, expense, Tax, liability or loss suffered or incurred or payableby the Beneficiary arising directly or indirectly as a result of:

241 7967−v2BRIDM5 18 General Security Deed

(a) an Event of Default or the exercise or attempted exercise by the Beneficiary of a rightor power arising from an Event of Default; or

(b) the failure of the Grantor to make a payment or perform an obligation in accordancewith a Transaction Document.

13.2 Without limiting Clause 13, 1, the indemnity of the Grantor includes an indemnity for legalcosts and other expenses (and Taxes on those amounts) on a full indemnity basis.

13.3 The indemnities in this Deed are continuing obligations of the Grantor, separate andindependent from the other obligations of the Grantor and survive the termination of thisDeed or any other Transaction Document.

13.4 It is not necessary for the Beneficiary to incur expense or make payment before enforcing aright of indemnity under this Deed.

14. Assignment

14.1 The Grantor must not assign or otherwise transfer, create any charge, trust or other interest inor otherwise deal with this Deed or a right, remedy, power, duty or obligation under this Deed.

14.2 The Beneficiary may assign or otherwise transfer, create a charge, trust or other interest in orotherwise deal with a right, remedy, power, duty or obligation under this Deed without theconsent of the Grantor.

14.3 The Beneficiary may disclose to a potential assignee, transferee, participant or sub−participantor any other person who is considering entering into contractual relations with it in connectionwith or in relation to a Transaction Document any information about the Grantor and theTransaction Documents as the Beneficiary considers appropriate.

15. Preservation of rights

Further assurances15.1 The Grantor must, at its own expense, whenever requested by the Beneficiary, promptly do or

cause to be done anything (including signing and delivery of documents) which theBeneficiary considers necessary or desirable to:

(a). give hill effect to this Deed; or

(b) more fully secure the rights, remedies and powers of the Beneficiary under this Deedor to enable the Beneficiary to exercise those rights, remedies and powers;

(c) ensure, and to enable the Beneficiary to apply for any registration, or give anynotification, or to do anything necessary or desirable to ensure, that the SecurityInterests created by this Deed are enforceable, Perfected, protected and afforded thepriority ranking required by the Beneficiary (subject to any priority arrangementagreed to by the Beneficiary);

(d) enable the Beneficiary to exercise its rights, powers and remedies under this Deed; or

(e) Perfect or complete any transfer or assignment referred to in Clause 12 and the benefitof any Security Interest created by this Deed in relation to any transfer or assignment,

including, without limitation:


(1) anything which the Beneficiary reasonably requires in order for it to:

(i) register each Security Interest created by this Deed on any relevant registerunder any relevant law or regulation to the extent it is lawfully possible to doso;

(ii) register and maintain (including renew before expiry) one or more FinancingStatements in relation to any Security Interest in Secured Property created bythis Deed;

(iii) remove any Financing Statement which is registered against the Grantor or inrelation to any Security Interest which is not a Permitted Security; or

(iv) obtain possession or control of any Secured Property for the purpose ofPerfecting any Security Interest over that Secured Property by possession orcontrol for the purposes of the PPS Law;

(g) granting a legal or statutory mortgage over any Secured Property; and

(h) executing and delivering to the Beneficiary transfer forms in relation to any SecuredProperty, undated and blank as to transferee and consideration.

Interests in land

15.2 Without limiting Clause 15. 1, the Grantor must, if requested by the Beneficiary, execute anddeliver a mortgage or other Security Interest over any real property and any other property orrights:

(a) which forms part of the Secured Property and which is acquired by the Grantor, orinto which any Secured Property is converted, after the date of this Deed; or

(b) which is acquired by the Grantor as a result of its ownership of the Secured Property;or

(c) which is acquired by the Grantor as a result of the expropriation, seizure, confiscation,requisition, resumption or compulsory acquisition of the Secured Property, includingany right to compensation.

15.3 The mortgage or other Security Interest referred to in sub−Clause 15.2(a) must:

(a) be in favour of the Beneficiary;

(b) if applicable, be in registrable form;

(c) secure the Secured Money; and

(d) be on terms acceptable to the Beneficiary, but no more onerous than this Deed.

Attorney

15.4 The Grantor irrevocably appoints the Beneficiary, a Controller appointed by the Beneficiary,and each of their respective authorised officers, severally as its attorney to do any of thefollowing:

(a) perform the obligations of the Grantor under this Deed;

(b) in the name of the Grantor or the attorney, do everything the attorney considersnecessary or desirable to give ibli effect to a right, remedy or power of theBeneficiary or the Controller under this Deed (including signing and lodging proofs

2417967−v2\BRIOMS 20 General Security Deed

of debt and similar claims in legal proceedings) or to Perfect any Security Interestcreated by this Deed;

(c) appoint substitutes or delegate its powers (including this power of delegation) to anyperson for any period and revoke any substitution or delegation; and

(d) after an Event of Default has occurred, do everything that the Grantor may lawfullyauthorise an attorney to do in respect of the Secured Property including:

(i) signing any transfer of Secured Property to any person who is a purchaser ofthe Secured Property or the Beneficiary or its nominee;

(ii) taking, settling or compromising actions or proceedings relating to anySecured Property; or

(iii) exercising any other rights, powers or remedies which the Beneficiary mayhave in respect of any Secured Property.

15.5 An attorney of the Grantor may exercise its powers even if the exercise of the powerconstitutes a conflict of interest or duty.

15.6 If required by the Beneficiary, the Grantor must ratify anything an attorney or its substitute ordelegate does in exercising its powers under Clause 15.4. This power of attorney is grantedfor a valuable consideration and shall be irrevocable and shall remain in effect so long as theSecured Money or any part thereof shall be outstanding or payable by the Grantor which issecured by this Deed.

Investigation

15.7 The Beneficiary may, at any time while an Event of Default subsists, instigate aninvestigation into the affairs, financial position or other matters in respect of the Grantor, andobtain any reports (including accounting, legal and valuation reports), that the Beneficiarydeems necessary at the cost of the Grantor.

15.8 The Grantor authorises and agrees to give all reasonable assistance to the persons engaged bythe Beneficiary to undertake the investigations referred to in Clause 15.7, and authorises thosepersons to disclose to the Beneficiary and its advisers all information obtained, anddocumentation received, in connection with the investigation.

Completion of blanks

1.1 The Beneficiary and each authorised officer of the Beneficiary is authorised to fill in anyblanks and otherwise complete this Deed and any other documents executed by the Grantorand deposited with the Beneficiary in connection with this Deed.

Priority of Future Advances

15.9 All Secured Money which is Advanced, paid, provided or otherwise arises after the receipt ofnotice by the Beneficiary of the creation of any other Security Interest is secured by this Deedin priority to any money secured by that other Security Interest, unless the Beneficiaryspecifically agrees otherwise in writing.

15.10 Clause 15.9 has effect despite:

(a) any rule of law to the contrary; and

(b) the Beneficiary having notice of the creation of another Security Interest.


Rights regarding prior Security Interests

15.11 The Beneficiary may pay or discharge any money, obligation or liability secured by a SecurityInterest having priority over this Deed and take a transfer of that Security Interest for thebenefit of the Beneficiary and:

(a) the Grantor authorises, directs and consents to a person having the benefit of the priorSecurity Interest providing the Beneficiary with all information it requires in relationto the prior Security Interest, including as to amounts secured by the prior SecurityInterest, despite any term to the contrary effect in that prior Security Interest; and

(b) any money paid by the Grantor to the Beneficiary after the date of transfer is availableto be applied by the Beneficiary in its absolute discretion to either that part of theSecured Money comprising the money secured by the prior Security Interest or to anyother Secured Money.

No marshalling

15.12 The Beneficiary is not required before it enforces the Security Interests created under thisDeed to;

(a) give notice of this Deed to any person;

(b) enforce payment of or appropriate any Secured Money or other money or assetswhich it at any time holds or is entitled to receive;

(c) marshal, enforce, realise or otherwise resort to any other security; or

(d) commence proceedings or enforce any right against the Grantor or any other person,

unless the Beneficiary thinks fit.

16. PPS Law

Further provisions

16.1 The Security Interests granted in Personal Property under this Deed has the same priority inrelation to all Secured Money,

16.2 Nothing in this Deed may be construed as an agreement or consent by the Beneficiary to:

(a) subordinate a Security Interest created under this Deed in favour of any person;

(b) any Security Interest attaching to or being created in any Secured Property;

(c) defer or postpone the date of a PPS Attachment of a Security Interest created underthis Deed in any Personal Property; or

(d) any Personal Property becoming an Accession or affixed to any asset that is notSecured Property.

16.3 Clause 16,1 and 16.2 are subject to any written agreement to the contrary between the Parties,including the overriding provisions of any subordination and/or priority agreement enteredinto by the Beneficiary in respect of any other holder of security.

16.4 To the fliH extent permitted by law but without limiting the Beneficiary's other rights, theGrantor agrees that, if an Event of Default is subsisting, the Beneficiary may:


(a) seize any Secured Property that is Personal Property; and

(b) dispose of, retain or otherwise deal with that Secured Property in such manner and onsuch terms and conditions as the Beneficiary considers appropriate in its sole andabsolute discretion.

Enforcement

16.5 To the fill extent permitted by law but without limiting the Beneficiary's other rights, and inrespect of this Deed and each Security Interest created under this Deed:

(a) Sections 125(1), 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA, do not applyto this Deed and that Security Interest and are expressly contracted out of by theGrantor and the Beneficiary; and

(b) the Grantor's rights to the following are expressly excluded (and the Grantorunconditionally and irrevocably waives those rights):

(i) to receive a notice of removal of an Accession under Section 95(1) of thePPSA;

(ii) to apply for a court order concerning the removal of an Accession underSection 97 of the PPSA;

(iii) to receive a notice from the Beneficiary under Section 118 of the PPSA;

(iv) to receive a notice under Section 121(4) of the PPSA;

(v) to object to the Beneficiary's proposal to purchase or retain collateral, underSection 137 of the PPSA; and

(vi) to redeem collateral under Section 142 of the PPSA subject to Clauses 4.1 and16.7.

16.6 The Grantor waives its right under Section 157 of the PPSA to receive notice of a VerificationStatement in respect of the registration of a Financing Statement or Financing ChangeStatement with respect to any Security Interest created under this Deed.

16,7 The Beneficiary is not required to comply with the release obligation under Clause 4.1 inrelation to any Personal Property if the Beneficiary has:

(a) applied, or is taken to have applied, that Personal Property, towards satisfaction of theSecured Money; or

(b) disposed of or agreed to dispose of the Personal Property.

17. Notices

Notices

17.1 All notices must be:

(a) in legible writing and in English;

(b) addressed to the recipient at the postal address, or facsimile number or email addressset out below or to any other postal address, or facsimile number or email address thata party may notify to the other:


to the Grantor:

Address:

Attention:Email address:

to the Beneficiary:

Address:

Attention:Email address:

(c) signed by the party or, where the sender is a company, by an authorised officer orunder the common seal of the sender; and

(d) sent to the recipient by hand, prepaid post (airmail if to or from a place outsideAustralia) or email.

17.2 Notwithstanding any other provision in this Deed, a notice sent by email must attach ascanned copy of the signed notice. If requested by the Beneficiary, the Grantor must provideto the Beneficiary the original signed notice within five Business Days.

17.3 Without limiting any other means by which a party may be able to prove that a notice hasbeen received by the other party, a notice will be considered to have been received:

(a) if sent by hand, when left at the address of the recipient;

(b) if sent by prepaid post, three days (if posted within Australia to an address inAustralia) or 10 days (if posted from one country to another) after the date of posting;or

(c) if sent by email, when delivered to the addressee,

but if a notice is served by hand, is received by the recipient's facsimile or is delivered to theaddressee's email address, on a day that is not a Business Day, or after 5:00 pm (recipient'slocal time) on a Business Day, the notice will be considered to have been received by therecipient at 9:00 am (recipient's local time) on the next Business Day.

18. General provisions

Obligations of Grantor unaffected

18,1 The obligations of the Grantor under this Deed are absolute and unconditional and are notdischarged, reduced, or affected in any other way by any act, matter or thing that theBeneficiary or any other person may do or omit to do and which would or might otherwiseaffect those obligations.

Preservation of obligations

18.2 Without limiting Clause 18, 1, the Grantor's obligations are not discharged, reduced or affectedin any other way by any one or more of the following:

(a) a release, forbearance to sue, discharge, relinquishment, compounding orcompromising of the obligations of the Grantor or another person under a TransactionDocument or in respect of the Secured Money;


(b) an amendment of, supplement to or replacement of the obligations of the Grantor oranother person under a Transaction Document or in respect of the Secured Moneyincluding any amendment, supplement or replacement under which the Grantor'sobligations are increased, the Grantor incurs additional obligations or the time andmethod of payment by the Grantor is varied;

(c)

(d)

(e)

(0

(g)

(h)

(i)

U)

(k)

(I)

an obligation of the Grantor or another person under a Transaction Document being orbecoming illegal, void, voidable or unenforceable;

an amendment, supplement, replacement, increase, decrease, compounding orcompromising of the obligations of the Grantor under this Deed;

the fact that a Transaction Document may be entered into after the execution of thisDeed;

any part of the Secured Money being or becoming irrecoverable or never having beenrecoverable;

any irregularity or deficiency in the execution of this Deed by the Grantor or any lackor abuse of authority or power of any person in relation to that execution;

a law staying or suspending a right of the Beneficiary against the Grantor or anotherperson;

a person becoming or not becoming a guarantor of the Secured Money or any part ofit or any discharge or release of the Grantor;

the granting of any time, waiver, indulgence or other concession to the Grantor oranother person, with or without the imposition of any additional obligation;

a judgment or a right which the Beneficiary may have or exercise against the Grantoror another person;

an Insolvency Event occurring in respect of the Grantor or another person or thereceipt by the Beneficiary of a dividend or distribution out of or relating to anyInsolvency Event or bankruptcy;

(in) the Grantor or another person entering into an arrangement, compromise orcomposition with creditors, an assignment for the benefit of creditors or any otherarrangement with creditors, or the receipt by the Beneficiary of any money under anyof those arrangements;

(n)

(0)

(p)

a partnership or other association of which the Grantor or another person is a memberchanging its membership or ceasing to carry on its business;

the Grantor or another person entering into agreements or transactions with theBeneficiary or incurring obligations to it;

the Grantor or another person opening a new account with the Beneficiary or theoperation of that account;

(q) a transfer, assignment, participation, sub−participation, novation or syndication of, orother dealing with, the benefit of this Deed or another Transaction Document by theBeneficiary;

(r) a Security Interest from the Grantor or another person:

(i) being granted;

241 7967−v2tBRIDMS 25 General Security Deed

(ii)

(s)

(t)

(iii)

not being obtained, registered or perfected;

being lost or impaired; or

(iv) being void, voidable or unenforceable;

the setting aside or avoidance of a payment by or on behalf of the Grantor or anotherperson; or

a negotiable or other instrument remaining in circulation or being outstanding.

Beneficiary not liable

18.3 The Beneficiary is not liable for any loss or damage suffered by the Grantor as a result of:

(a)

(b)

(c)

a release or other dealing with a Transaction Document, including a right ofsubrogation being lost or adversely affected;

the Beneficiary failing or neglecting to recover, by the non−realisation or negligentrealisation of a Security Interest or in any other way, any Secured Money; or

negligence, delay, Inches or mistake on the part of the Beneficiary.

18.4 The obligations of the Grantor are not discharged, reduced or affected in any other way byany matter referred to in Clause 18.3.

Consent or knowledge

18.5 Clauses 18.1 to 18.4 inclusive apply whether or not the Beneficiary, the Grantor or any otherperson gives its consent to or has knowledge of any event or matter described in those Clauses,and irrespective of any law to the contrary effect.

Exercise of Beneficiary's rights

18.6 The Beneficiary may in its absolute discretion:

(a)

(b)

No duty

determine not to enforce this Deed against the Grantor; or

make any arrangement or compromise with the Grantor as it thinks fit.

18.7 The Beneficiary was not before the execution of this Deed, and is not at any time after theexecution of this Deed, under a duty to:

(a)

(b)

No reliance

disclose to the Grantor or any other person any information concerning the Grantoror its affairs or transactions with the Beneficiary; or

do or execute any matter, thing or document relating to the Grantor or its affairs ortransactions with the Beneficiary.

18.8 The Grantor acknowledges that the Grantor has not executed this Deed as a result of or inreliance on any representation, statement or information made or given to it by or on behalf ofthe Beneficiary.


Waiver of rights by Grantor

18.9 The Grantor waives in favour of the Beneficiary, and must 1101 exercise, any of its rightsagainst the Beneficiary, the Grantor or any other person or any property to the extentnecessary to give effect to this Deed.

No competition

18.10 Until the Secured Money has been paid or satisfied in fill, the Grantor must not, without theconsent of the Beneficiary:

(a) raise a defence available to the Grantor, the Grantor or any other person against theBeneficiary, or exercise any right of setoff or make a counterclaim against theBeneficiary, in reduction of its liability under this Deed or another TransactionDocument;

(b) enforce any right or make any claims against the Grantor or any other person liablefor the Secured Money or their property;

(c) prove in competition with the Beneficiary for any distribution, dividend or paymentarising from an Insolvency Event occurring in respect of the Grantor or any otherperson liable for the Secured Money;

(d) make any claim that it is entitled, by way of subrogation, indemnity or in any otherway, to the benefit of any Security Interest or any money or property held by theBeneficiary for the Secured Money; or

(e) take, receive or permit to exist any Security Interest over all or any part of theproperty of the Grantor or any other person liable for the Secured Money to securepayment of any money for which that person is liable to the Grantor.

Proof by Beneficiary

18.11 If an Insolvency Event occurs in respect of the Grantor or any other person liable for theSecured Money, the Grantor irrevocably and unconditionally authorises the Beneficiary toexercise the right of proof of the Grantor for any money for which that person is liable to theGrantor, including any money which the Grantor has paid or may be required to pay underthis Deed or any other Transaction Document.

18.12 The Grantor may not exercise a right of proof referred to in Clause 18.11 independently of theBeneficiary.

18.13 The Beneficiary is not required to account to the Grantor for any dividend or distribution orpayment received on the exercise of a right of proof under Clause 18.11 until the Beneficiaryhas received all of the Secured Money and all of the other money payable under this Deed.

Invalid or unenforceable provisions

18.14 If a provision of this Deed is invalid or unenforceable in a jurisdiction:



18.15 Without limiting sub−clause 18.14(a), if an authorisation is required under any law before thecreation of Security Interest over an item of the Secured Property and the absence of the

2417967−v2\BRIOMS 27 General Security Deed

authorisation does or might render this Deed invalid or unenforceable in whole or in partunless and until the authorisation is obtained:

(a) the Secured Property is considered not to include that item unless and until theauthorisation is obtained; and

(b) immediately on the authorisation being obtained, the Secured Property includes thatitem and, if permitted by the relevant law, is deemed to have included that item fromthe date of this Deed.

Consents and approvals

18.16 The Beneficiary may give its approval or consent conditionally or unconditionally or withholdits approval or consent in its absolute discretion unless this Deed or a Transaction Documentexpressly provides otherwise.

Amendment

18.17 This Deed may be amended only by a document signed by all parties.

Counterparts



18.19 This Deed is binding on, and has effect for the benefit of, the parties and their respectivesuccessors and permitted assigns.

19. GST

191 All payments to be made by a party under or in connection with this Deed have beencalculated without regard to OST.

19.2 If all or part of any such payment is the consideration for a taxable supply for GST purposesthen, when the relevant party makes the payment:

(a) it must pay to the other party an additional amount equal to that payment (or part)multiplied by the appropriate rate of OST; and

(b) that other party will promptly provide to the relevant party a tax invoice complyingwith the relevant GST legislation.

19.3 Where under this Deed a party is required to reimburse or indemnify for an amount, that partywill pay the relevant amount (including any sum in respect of GST) less any GST input taxcredit which the other party is entitled to claim in respect of that amount.

19,4 If an adjustment of GST is required as a result of an adjustment event in respect of a supplymade under or in connection with this Deed, then:

(a) a corresponding adjustment of the amount payable under clause 19.2 must be madebetween the parties within 21 days after the end of the tax period in which theadjustment is attributable; and

(b) the supplier, if obligated to do so under the GST law, must issue an adjustment notewithin 21 days after the end of the tax period in which the adjustment is attributable.

2417967−v2kBRIDMS 28 General Security Deed

20. Governing law and jurisdiction

20.1 This Deed is governed by the laws of the State of Queensland, Australia.

20.2 The Grantor irrevocably and unconditionally:

(a) submits to the non−exclusive jurisdiction of the courts of the State of Queensland,Australia; and

(b) waives, without limitation, any claim or objection based on absence ofjurisdiction orinconvenient forum.


ExecutionExecuted as a deed.

GRANTOR

Signed sealed and deliveredby CRCG−Rlmflre Pty Ltd (Subject toDeed of Company Arrangement)in accordance with section 127 of theCorporations Act 2001 (Cth):

Signature of director Signature of director

Name of director (please print) Name of director (please print)

BENEFICIARY

Executed for and on behalf ofChina Railway Construction GroupCo Limited:

Signature of Authoriscd Representative


241 7967−v2\BRIDMS 30 General Security Deed

SCHEDULE CSUBSCRIPTION DEED


Subscription Agreement



Date

Parties China Railway Construction Group Co Limited of CRCG Plaza, Level 6,No 20 Shijingshan Rd, Shijingshan District, Beijing, China (Subscriber)

CRCG−Rimfire Pty Ltd (Subject to Deed of Company Arrangement)(ACN 611 557 852) cl− Grant Thornton, Level 18, King George Square Central,145−147 Ann Street, Brisbane, Qld, 4000 (Company)

RecitalA The Subscriber has agreed to enter into the DOCA, the General Security Deed and Loan

Agreement.

B. The Subscriber wishes to subscribe for, and the Company wishes to issue, the PlacementShares on the tenns set out in this Agreement.


Definitions

1.1 In this Agreement:

Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holidayin Brisbane, Australia or Beijing, PR China.

Completion Date has the same meaning as that term in the DOCA.


DOCA means a deed of company arrangement entered into between the Company, theSubscriber and the Administrators Michael Gerard McCann and Said Jahani on 7 March 2018.

General Security Deed means a general security deed entered into between the Company andthe Subscriber on or about the date of this Agreement.

Loan Agreement means a loan agreement entered into between the Company and theSubscriber on or about the date of this Agreement.

Placement Consideration means AUD$40,000 inclusive of GST..

Placement Shares means 400,000,000 Shares.

Shares means fully paid ordinary shares in the capital of the Company.

2417973−v6\BRIDMS I Subscription Agreement

Placement Shares

Placement

2.1 On the Completion Date:

(a) the Subscriber must subscribe for the Placement Shares and pay the PlacementConsideration; and

(b) the Company will issue the Placement Shares to the Subscriber.

2.2 If the validity of the issue of the Placement Shares to the Subscriber is challenged or argued byany third party to be a breach of the obligations of the Company or of the Subscriber underany agreement or undertaking:

(a) if occurring before the Placement Shares are issued, the Subscriber may in writing tothe Company elect to have all or part of the Placement Consideration applied as a loanunder the Loan Agreement instead of as a subscription for the Placement Shares underthis Agreement;

(b) if occurring after the Placement Shares have been issued, the Subscriber may inwriting to the Company elect, subject to the terms of the Company's constitution andrelevant laws, to have all or part of the Placement Consideration applied as a loanunder the Loan Agreement instead of as a subscription for the Placement Shares underthis Agreement and the Company will approve the cancellation of shares and/or thereturn of capital to the Subscriber in the relevant amount to be applied as a loan (orsuch other mechanism to achieve the desired result as agreed by the parties).

2,3 The Company must execute such documentation and pass such resolutions as necessary togive effect to the provisions of clause 2.2.

Conditionality

2.4 The obligations on the parties under this Agreement are conditional on satisfaction of theconditions precedent set out in clause 2,3 of the DOCA.

2.5 If the DOCA is terminated pursuant to clauses 2.6 or 14.3 of the DOCA then this Agreementwill terminate.

Nominee

2.6 The Subscriber may at any time before Completion by written notice to the Companynominate a related body corporate or other nominee to be the 'Subscriber" for the purposes ofthis Agreement and the Company (against payment of the Placement Consideration) will issuethe Placement Shares to such nominee.

Completion

Time and place of Completion

3.1 Completion will take place on the Completion Date at the offices of the Company at II .00am,or at such other place and time as the parties may agree in writing.

241 7973'v6\BRIDMS 2 Subscription Agreement

Subscriber Obligations on Completion

3.2 On the Completion Date, as referred to in clause 7.2 of the DOCA, the Subscriber mustprovide the Company with the Placement Consideration.

Company Obligations

3.3 The Company must on the Completion Date:

(a) allot and issue the Placement Shares to the Subscriber;

(b) enter the Subscriber's name in the Company's register of members as the holder of thePlacement Shares; and

(c) issue a share certificate in the name of the Subscriber for the Placement Shares.

Obligations interdependent

3.4 The obligations of the parties on the Completion Date are interdependent and all actionsrequired to be performed will be taken to have occurred simultaneously on the CompletionDate.

4 Warranties

Acknowledgements

4.1 The Company does not make any representations or warranties that any estimates, projections,forecasts or other forward looking information, if any, provided to the Subscriber is accurateor complete or will be achieved.

5 Limitation of Liability

5.1 The Subscriber acknowledges and agrees that the Deed Administrators have caused theCompany to enter into this Agreement in their capacity as deed administrators of the DOCAand therefore as agents of the Company, and the Deed Administrators are not personallyentering into, adopting or assuming any personal liability in relation to this Deed.


(a) the Deed Administrators will not be personally liable in relation to this Agreement tothe extent that such liability exceeds their right of indemnity out of the assets of theCompany pursuant to the DOCA; and

(h) the Subscriber releases the Deed Administrators in respect of any shortfall betweenany personal liability in relation to this Deed and the extent of their indemnity out ofthe assets of the Company, and agrees not to seek to recover any such shortfall fromthe Deed Administrators personally.

5.3 Neither the Deed Administrators nor any of their partners, directors, officers, employees,agents, attorneys, related bodies corporate (as defined in sections 9 and 50 of the CorporationsAct) or successors is personally responsible to the Subscriber for, or will be personally liable(whether in negligence or on any other ground whatever) in respect of:

2417973.v6\BRIOMS 3 subscription Agreement

(c) to the extent permitted by law or an order of a court, any failure by the Company toperform its obligations under this Agreement; or

(d) the accuracy or validity of any representation, warranty or undertaking provided bythe Company in relation to or in connection with this Agreement; or

(e) any action taken or omitted to be taken by the Company under this Agreement.

5.4 This clause 6 will operate as a deed poll by the Subscriber in favour of the DeedAdministrators.

6 General provisions

6.1 Neither party may assign any of its rights in relation to this Agreement without the otherparty's prior written consent.

6.2 No failure or delay by the Lender in exercising any right, power or remedy under thisAgreement shall operate as a waiver of that right, power or remedy. Rights, powers andremedies available under this Agreement are cumulative and do not exclude those provided bylaw,

6.3 If a provision of this Agreement is invalid or unenforceable in a jurisdiction:



6.4 Each party will be responsible for its own costs in relation to the negotiating and execution ofthis Agreement.

6.5 This Agreement may be amended only by a document signed by all parties.

6.6 This Agreement is governed by the laws of the State of Queensland.


(a) submits to the non−exclusive jurisdiction of the courts of the State of Queensland; and


(c) This Agreement may be signed in counterparts and all counterparts taken togetherconstitute one document.

241 7973−v6\BRIDMS 4 Subscription Agreement

Execution

Executed as an agreement.

Signed byCRCG−Rimfire Pty Ltd (Subject to Deed ofCompany Arrangement)in accordance with section 127 of theCorporations Act 2001 (Cth):




of Authorised Representative



of director I secretary (please print)

241 7973−v6\BRIDMS 5 Subscription Agreement

SCHEDULEDAMENDMENTS TO CONSTITUTION

In the paragraph under the heading "Variation of rights attaching to shares", replace "unanimous" with"majority".

Delete the heading "First right to issue of shares" and the paragraph following it.

Delete the heading "First right on transfer of shares' and the paragraph following it.

In paragraph a) under the heading "Transfer of shares" delete the words "and the ShareholdersAgreement".

Delete the heading 'Change of Effective Control" and the paragraphs numbered a) to c) following it.

In paragraph b) under the heading "Quorum at general meetings" replace "a quorum consists of allmembers" with "a quorum consists of members holding at least 51% of the issued share capital of theCompany".

In paragraph a) under the heading "Decisions at general meetings " delete the words "provided thatthe following decisions require the unanimous vote of all members" and delete the paragraphsnumbered I. to XVI. following it.

In paragraph a) I. under the heading "Voting rights" after the words "on a show of hands, everymember present has one vote" the words "for each share it holds".

In paragraph a), under the heading 'Appointment and removal of directors" delete the current wordsand insert "There must be at least one director and no more than three directors. Directors may beappointed or removed by a majority of votes cast by the directors present at the meeting."

Delete paragraph d) under the heading "Appointment and removal of directors".

In paragraph a) under the heading "Powers and duties of directors", delete the words "in accordancewith the Strategic Plan".

In paragraph e) under the heading "Powers and duties of directors", delete the words "all of thedirectors in person of by alternate" and insert "a majority of directors, or in the case of a sole directorthe sole director".

In paragraph e) under the heading "Powers and duties of directors", delete the words "Subject to theterms of the Shareholders Agreement". In paragraph a) under the heading "Notice of meetings ofdirectors", delete the words "and Shareholders Agreement".

In paragraph d)VII under the heading "Decisions of directors", delete the words 'other than theShareholders Agreement".

In paragraph a) under the heading "Alternate directors", delete the words "or with the written approvalof the Rimfire directors if a Rimfire appointed director,".

37768−0\AUS_LPL 26 Deed of Company Arrangement

Delete the heading "Chief Executive Officer and Chief Financial Officer" and the paragraph following

it.

In paragraph a) under the heading "Dividends", delete the words 'Subject to the ShareholdersAgreement and in particular clause 10 thereof'.

In paragraphs a) under the heading "Capitalisation of profits", delete the words "to the ShareholdersAgreement and' and in paragraph b) delete the words 'Subject to the Shareholders Agreement".

In paragraphs a) under the heading "Ancillary powers", delete the words "Subject to the ShareholdersAgreement

In paragraph a) under the heading "Reserves", delete the words "Subject to the ShareholdersAgreement

In paragraph a) under the heading "Division of property", replace the word "unanimous" with"majority".

In paragraph a) under the heading "Notices by the company to members", delete the words "inaccordance with clause 27 of the Shareholders Agreement and the following shall apply if notinconsistent therewith".

Add to the Constitution a new clause at the end:

Members released from obligations under the Shareholders Agreement

To the extent of any inconsistency between this Constitution as amended from time ,and:

a) the Shareholders Agreement entered into between Rinifire Constructions Pty Ltd andChina Railway Construction Group Co, Ltd dated 22 June 2016 (ShareholdersAgreement) as amended from time to time;

b) any other agreement between CRCG and Riinfire;

C) any other right or obligation of CRCG or Rimfire respectively arising in any othermanner between CRCG and Rimfire,

then:

a) the terms of this Constitution prevail;

b) the members shall cause the Shareholders Agreement to be amended to the extentnecessary to remove any such inconsistency;

37768−v3\AUS_LPL 27 Deed of company Arrangement

SCHEDULE E

Creditor Indemnity

To CRCG−Rimfire Ply Ltd (Company):

INDEMNITY IN RELATION TO INSURANCE CLAIM

1/We <−−−Creditor name>> refer to the deed of company arrangement in respect of the Company(DOCA) dated IS February 2018.

I/We wish to take legal proceedings to enforce a Claim under clause 10.4 of the DOCA (InsuranceClaim) against the Company. The Insurance Claim is <<insert full description>>.

1/We irrevocably and unconditionally indemnify the Company against any costs, expenses, judgments(including but not limited to any judgment or order obtained by me/us against the Company, or anyamounts required to be paid by the Company in connection with any Judgment or order), suits oractions incurred directly or indirectly as a consequence of commencing legal proceedings in relationto the Insurance Claim.

Dated:

Executed as a deed poll in favour of the Company.

Signed sealed and delivered for andon behalf of<<Creditor name>>by its duly authorised representative inthe presence of:



Signature of authorisedrepresentative

Name of authorised representative(please print)

37768−v3\AUSLPL 28 Deed of Company Arrangement

SCHEDULE FDEED OF RELEASE


Deed of Release



2418065

Contents

1. Definitions and Interpretation

2. Effective Date

3. Releases


5. General

2403282−v3\B RID MS

4

Deed of Settlement and ReleaseExecution Counterpart

Title Deed of Settlement and Release

Date

Parties CRCG−Rimfire Pty Ltd (Subject to Deed of Company Arrangement)(ACN 611557 852) cl− Grant Thornton, Level 18, King George Square Central,145−147 Ann Street, Brisbane, Qld, 4000 (CRCG)

China Railway Construction Group Co Limited of CRCG Plaza, Level 6,No 20 Shijingshan Rd, Shijingshan District, Beijing, China (Company)

RecitalsA The Company provided to the QBCC the QBCC DCA as part of an application to vary the

terms of the building licence issued to the Company.

B CRCG denies that it is liable under the QBCC DCA.

C The Company and CRCG have entered into this Deed to release CRCG from any liabilityunder the QBCC DCA to the fullest extent possible.



Definitions

1.1 In this Deed, unless the context requires otherwise, words used have the following meanings:

Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday inNew South Wales.

Claim(s) means any claim, cost, damages, debt, expense, liability, loss, allegation, suit,action, demand, cause of action or proceeding of any kind whether present, prospective, futureor contingent, known or unknown, as at the Effective Date.

Deed means this Deed of Release.

Effective Date means the date this Deed is executed by the Company.

Government Agency means, whether foreign or domestic:

(a) a government, whether federal, state, territorial or local or a department, office orminister of a government acting in that capacity; or

(b) a commission, delegate, instrumentality, agency, board, or other government,semi−government,judicial, administrative, monetary or fiscal body, department, tribunal,

entity or authority, whether statutory or not, and includes any self−regulatoryorganisation established under statute or any stock exchange.

GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999(CM), or any like tax.

Party means a party to this Deed.

2418065 1 Deed of Settlement and ReleaseExecution counterpart

QBCC DCA means any Deed of Covenant and Assurance purportingto be signed for or onbehalf of CRCG in support of any building licence sought or granted to the Company by theQBCC prior to the Effective Date dated 21 July 2016 as amended.

Interpretation

1.2 In this Deed:

(a) unless the context requires, a reference to:

(i) the singular includes the plural and vice versa;

(ii) an agreement includes any undertaking, representation, deed, agreement orlegally enforceable arrangement or understanding whether written or not;

(iii) a party means a party to this Deed;

(iv) a person (including a party) includes:

(A) an individual, company, other body corporate, association,partnership, firm, joint venture, trust and Government Agency; and

(B) the person's successors, permitted assigns, substitutes, executors andadministrators;

(v) time is to Queensland time;

(vi) day is to a day in Queensland;

(b) where a word or phrase is defined, its other grammatical forms have a correspondingmeaning;

(c) headings are for convenience only and do not affect interpretation of this Deed;

(d) if a payment or other act must (but for this clause) be made or done on a day that isnot a Business Day, then it must be made or done on the next Business Day; and

(e) if a period must be calculated from, after or before a day or the day of an act or event,it must be calculated excluding that day.

1.3 This Deed may not be construed adversely to a party only because that party was responsiblefor preparing it.

2. Effective Date

2.1 This Deed becomes effective on and from the Effective Date.

3. Releases

3.1 The Company releases and discharges CRCG and its employees, agents and advisers, from allClaims it has, or may have had but for this Deed, against CRCG, the Deed Administrators,and its employees, agents and advisers arising out of, in relation to or in connection with:

(a) the operation of the QBCC DCA;

(b) all Claims of the Company against CRCG arising under or in relation to the QBCCDCA.

2418065 2 Dead of Settlement and ReleaseExecution Counterpart

3,2 As between the Company and CRCG, the Company will treat the QBCC DCA as terminated.

3.3 The Company, including by any agent or liquidator appointed to it, will not make any demandunder any QBCC DCA.

3.4 In the event that the Company is any time paid any amount under the QBCC DCA, theCompany will repay that amount in full to CRCG.

3.5 The Parties agree that this Deed may be pleaded by the other party as a bar, of any actions,suits, claims, demands or legal proceedings brought now or at any time in the future, and mayalso he relied upon and tendered as evidence to enforce any right, action, claim or breach ofthis Deed by either party, or arising out of or in any way connected with the subject of thisDeed.


(a) CRCG acknowledges and agrees that the Deed Administrators have caused theCompany to enter into this Deed in their capacity as deed administrators of the DOCAand therefore as agents of the Company, and the Deed Administrators are notpersonally entering into, adopting or assuming any personal liability in relation to thisDeed.

(b) If the Deed Administrators have any personal liability in relation to this Agreement,then:

(i) the Deed Administrators will not be personally liable in relation to this Deedto the extent that such liability exceeds their right of indemnity out of theassets of the Company pursuant to the DOCA; and

(ii) CRCG releases the Deed Administrators in respect of any shortfall betweenany personal liability in relation to this Deed and the extent of their indemnityout of the assets of the Company, and agrees not to seek to recover any suchshortfall from the Deed Administrators personally.

(c) Neither the Deed Administrator nor any of their partners, directors, officers,employees, agents, attorneys, related bodies corporate (as defined in section 9 and 50of the Corporations Act) or successors is personally responsible to the Lender for, orwill be personally liable (whether in negligence or on any other ground whatever) inrespect of:

(i) to the extent permitted by law or an order of the court, any failure by theCompany to perform its obligations under this Deed;

(ii) the accuracy or validity of any representation, warranty or undertakingprovided by the Company in relation to or in connection with this Deed; or

(iii) any action taken or omitted to be taken by the Company under this Deed.

(d) This clause 4 will operate as a deed poll by CRCG in favour of the DeedAdministrators.

2418065 3 Deed o( Settlement and ReleaseExecution Counterpart

5. General

Non−merger

5.1 The warranties, other representations and agreements made by the Parties in this Deed arecontinuing and will not merge or be extinguished by payment of any monies payable underthis Deed,

Waiver and exercise of rights

5.2 A waiver by a Party of a provision or of a right under this Deed is binding on the Partygranting the waiver only if it is given in writing and is signed by the Party or an officer of theParty granting the waiver.

5.3 A waiver is effective only in the specific instance and for the specific purpose for which it isgiven.

5.4 A single or partial exercise of a right by a Party does not preclude another or further exerciseof that right or the exercise of another right.

5.5 Failure by a Party to exercise or delay in exercising a right does not prevent its exercise oroperate as a waiver.

Amendments to this Deed

5.6 This Deed may be amended only by a document signed by all Parties.

Counterparts and exchange


5.8 An executed copy of this Deed may be exchanged by electronic mail, however the Partyexchanging by electronic mail must deliver the original executed version of the Deed to theother Party within 5 business days after exchange.

5.9 Delivery of this Deed may be effected by the Parties legal advisors.

Costs

5.10 Each Party must pay its own costs (including its own legal costs) of the negotiation,preparation, execution and performance of this Deed.

Further assurances

5.11 Each party must, at its own expense, whenever requested by the other party, promptly do or,to the extent reasonably practicable, arrange for others to do everything, including executingany documents, reasonably necessary to give full effect to this Deed and the transactionscontemplated by this Deed.

No assignment

512 A party must not assign or otherwise transfer, create any charge, trust or other interest in, orotherwise deal in any other way with any of its rights under this Deed without the priorwritten consent of the other parties.


5.13 This deed binds and benefits the Parties and their respective successors and permitted assigns.

2418065 4 Deed of Settlement and ReleaseExecution Counterpart

Effect of Invalidity

5.14 If any provision of this Deed is held invalid, unenforceable, illegal or void, for any reason,such provision will be deemed deleted. The remainder of the Deed will remain in full forceand effect.

5.15 If any provision of this Deed is held invalid, unenforceable, illegal or void, for any reason inone jurisdiction, but not in another jurisdiction, such provision which will be deemed deletedonly in the jurisdiction in which it is invalid, unenforceable, illegal or void. The remainder ofthe Deed will remain in full force and effect.

Entire Agreement

5.16 This Deed is the entire agreement of the parties about the subject matter of this Deed andsupersedes all other representations, negotiations, arrangements, understandings oragreements and all other communications. No party has entered into this Deed relying on anyrepresentations made by or on behalf of the other, other than those expressly made in thisDeed.

Governing Law and jurisdiction

5.17 This Deed is governed by the laws of Queensland.


(a) submits to the non−exclusive jurisdiction of the courts of Queensland; and

(b) waives, without limitation any claim or objection based on absence of jurisdiction orinconvenient forum.

Severance

5.19 This Deed must be read as if any provision which is void, voidable, unenforceable or invaliddid not form part of it.

2418065 5 Deed of Settlement and ReleaseExecution Counterpart

Executed as adeed.Signed byCRCG−Riinflre Pty Ltd (Subject to Deed ofCompany Arrangement)in accordance with section 127 of theCorporations Act 2001 (Cth):




Signature of Authorised Representative


2418065 6


Name of director / secretary (please print)

Deed of Settlement and ReleaseExecution Counterpart

Baker McKenzie. - Grant Thornton Singapore · ofthe DOCA Proposal and to appoint the Administrators...

Documents

Transcript of Baker McKenzie. - Grant Thornton Singapore · ofthe DOCA Proposal and to appoint the Administrators...