AURORA LABS LIMITED — Share Issue/Capital Change 2017

Oct 2, 2017

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ASX ANNOUNCEMENT

3[rd] October 2017

Issue of New Company Securities and Appendix 3B

Aurora Labs Limited (“Aurora” or “the Company”) advises it has issued the following securities (Securities):

1. 167,500 fully paid ordinary shares (Shares) issued on the exercise of 167,500 unquoted options exercisable at $0.20 (ASX:A3DAH); and

2. 50,000 unquoted options (Options) exercisable at $0.72 each and expiring on 30 September 2020 to secure a senior employee pursuant to the Company’s Employee Incentive Plan (Plan).

An Appendix 3B - New Issue Announcement is now attached.

Ends

ABOUT AURORA LABS

Aurora Labs Limited (“the Company’) ( ASX: A3D ) is an industrial technology and innovation company that specialises in the development of 3D metal printers, powders, digital parts and their associated intellectual property.

Aurora Labs is listed on the Australian Securities Exchange ( ASX: A3D ).

To learn more about Aurora Labs please visit: www.auroralabs3d.com

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Aurora Labs Limited

ABN

44 601 164 505

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to (1) Fully paid ordinary shares (Shares) be issued (2) Unquoted Options 2 Number of[+] securities issued or (1) 167,500 to be issued (if known) or (2) 50,000 maximum number which may be issued 3 Principal terms of the +securities (eg, if options, (1) Same as existing A3D Shares exercise price and expiry date; if partly paid +securities, the (2) Each Unquoted Option is granted pursuant to the Company’s Employee amount outstanding and due dates for payment; if Incentive Plan with an exercise price of +convertible securities, the $0.72 per option and an expiry date of 30 conversion price and dates for September 2020 conversion) Refer attached for full Terms and Conditions

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	(1) Yes. (2) No The shares issued on the exercise of Unquoted Options will rank equally with existing fully paid ordinary shares on issue at that time.
	(1) 167,500 Shares at $0.20 per Share (2) 50,000 Unquoted Options were issued for nil cash consideration.
	(1) Shares issued on exercise of 167,500 Unlisted options Exercisable at $0.20 and Expiring 31/12/2018 (A3DAH) (2) The Unquoted Options were granted to secure a senior employee pursuant to the Company’s Employee Incentive Plan.
	Yes
	28 November 2016
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of[+] securities issued N/A with security holder approval under rule 7.1A 6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued (1) 167,500 Shares under an exception in rule 7.2 (2) 50,000 Unquoted Options 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining LR 7.1 : 8,739,225 issue capacity under rule 7.1 and LR 7.1A: 5,826,150 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities (1) 3 October 2017 into uncertificated holdings or (2) 3 October 2017 despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 26,000,804 Ordinary Shares ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	32,260,696 1,696,000 9,092,500 480,000 931,000 40,000 432,000 50,000 14,700,000	Ordinary Shares (restricted securities) Unquoted Options Exercisable at $0.20 Expiring 31/12/2018 (A3DAH) Restricted Unquoted Options Exercisable at $0.20 Expiring 31/12/2018 (A3DAG)* Unquoted Options Exercisable at $2.23 Expiring 30/11/2019 (A3DAI) Unquoted Options Exercisable at $3.00 Expiring 31/03/2020 (A3DAI) Unquoted Options Exercisable at $1.17 Expiring 30/06/2020 (A3DAI) Unquoted Options Exercisable at $0.79 Expiring 31/08/2020 (A3DAI) Unquoted Options Exercisable at $0.72 Expiring 30/09/2020 (A3DAI) Performance Shares (A3DAJ): • 7,087,500 Class B • 7,612,500 Class C

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do+security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)  Securities described in Part 1 (1) *

• *167,500 Ordinary Shares Only

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: (Company Secretary)

Date: 3/10/ 2017

Print name: Mathew Whyte

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• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	55,000,000
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	•100,000 (shares issued 24/2/2017); •194,000 (shares issued on 29/8/2017); and •167,500 (shares issued on 3/10/2017) on exercise of Options, LR 7.2 exception 4). 2,800,000 (Shares issued under Placement on 24/2/2017 ratified pursuant to LR 7.4 at EGM held on 12/6/2017) N/A
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	58,261,500

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

• “B” [Note: this value cannot be changed] 8,739,225

• Multiply “A” by 0.15 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period Nil not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” Nil

“C” Nil	“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	8,739,225
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	8,739,225
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 58,261,500 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” Note: this value cannot be changed Multiply “A” by 0.10 5,826,150

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or Nil agreed to be issued in that 12- month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	5,826,150
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	5,826,150 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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Appendix “A” – Terms of Options

1. Employee Incentive Plan:

• (a) Each Option is granted pursuant to the Employee Incentive Plan ( Plan ) of Aurora Labs Limited ACN 601 164 505 ( Company ).

• (b) Terms defined in the rules of the Plan ( Rules ) will, when used in these Terms of Options, have the same meaning given to those terms under the Rules unless expressly stated otherwise in these Terms of Options.

• (c) Subdivision 83A-C of the Income Tax Assessment Act 1997 ( Cth ), will apply (subject to the conditions in that Act) to the Options.

• Entitlement: Each Option entitles the holder ( Option Holder ) to subscribe for 1 fully paid ordinary share ( Share ) in the Company.

• No payment on grant: The Option Holder is not required to pay any amount on the grant of an Option.

• Exercise price: The exercise price of each Option is $0.72 ( Exercise Price ).

• Expiry date: Each Option not exercised by 5.00pm (WST) on 30 September 2020 ( Expiry Date ) will automatically lapse and terminate.

• Certificate or holding statement: The Company must give the Option Holder a certificate or holding statement stating:

• (a) the number of Options granted to the Option Holder;

• (b) the Exercise Price of the Options; and

• (c) the date of grant of the Options.

Restrictions on dealing and transfer:

• (a) An Option Holder must not sell, transfer, mortgage, pledge, charge, grant a security interest over or otherwise dispose of ( Dispose ) any Options, or agree to do any of the same, without the prior consent of the Company’s Board of Directors ( Board ), except where such Disposal occurs by force of law.

• (b) The transfer of any Option is subject to any restrictions on transfer under the Corporations Act or the ASX Listing Rules.

• Quotation of Options: The Company will not apply for quotation of any Options.

• New issues: The Option Holder is not entitled to participate in any new issue to the holders of Shares ( Shareholders ) of securities in the Company unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares. The Company must give the Option Holder notice of the proposed terms of the issue or offer in accordance with the ASX Listing Rules.

2/79 Bushland Ridge, Bibra Lake, Western Australia, 6163 Tel: +61 (0)8 94341934 PO Box 1531, Bibra Lake DC, Western Australia 6965

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1. Bonus issues: If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the record date for determining entitlements to the issue.

2. Pro rata issues: If the Company makes a pro rata issue of Shares (except a bonus issue) to Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the issue, the Exercise Price of each Option will be reduced in accordance with the ASX Listing Rules.

Reorganisation:

• (a) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled to and the Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (b) Any calculations or adjustments which are required to be made will be made by the Company's Board of Directors and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option Holder.

• (c) The Company must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Option.

• Exercise Condition: An Option is not exercisable unless the Participant to which the Option relates remains employed or engaged as a Contractor with a Group Company for at least 6 months from the date of their commencement with the Company.

14. Exercise:

• (a) Subject to 14(b), an Option Holder may:

• (i) not exercise an Option during the period ( Restriction Period ) commencing on the date that an Option is granted and expiring on the later of:

  • (A) the date that the last Vesting Condition (if any) is satisfied or waived by the Company; and

  • (B) the date when the last Exercise Condition (if any) is satisfied or waived by the Company; and

• (ii) only exercise an Option after the expiry of the Restriction Period but prior to the Expiry Date.

• (b) Notwithstanding paragraph 14(a), an Option may be exercised:

• (i) in the Board’s absolute discretion, at any time after a Change of Control Event has occurred;

• (ii) at any time after the announcement of a proposed capital reorganisation referred to in paragraph 12;

2/79 Bushland Ridge, Bibra Lake, Western Australia, 6163 Tel: +61 (0)8 94341934 PO Box 1531, Bibra Lake DC, Western Australia 6965

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(iii) in the Board's absolute discretion, following the occurrence and announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the official list of ASX; or

  - (iv) in the Board's absolute discretion, within 12 months, if any of the following occurs in relation to a Participant, in relation to Options held by or on behalf of that Participant:

     - (A) the illness or incapacity of the Participant necessitating the permanent withdrawal of the Participant from the work force, as accepted to the satisfaction of the Board; or

     - (B) any other circumstances which the Board considers should be treated as permanent disablement of the Participant for the purposes of the Plan.

• (c) To exercise Options, the Option Holder must give the Company or its securities registry, at the same time:

  • (i) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued;

  • (ii) payment of the Exercise Price for the Options the subject of the exercise notice, by way of bank cheque or by other means of payment, approved by the Company;

  • (iii) the Certificate, or documentary evidence satisfactory to the Board that the Certificate was lost or destroyed; and

  • (iv) where required by the Company in accordance with rule 19.2 of the Rules, payment in full of the amount of Withholding Tax Amount that the Company is required to remit as a result of the exercise of the Option.

• (d) Where the payment received by the Company under paragraph 14(c)(iv), those moneys will be held on behalf of the Participant, and remitted to the appropriate taxing authority by the Company on behalf of the Participant as soon as reasonably practicable.

• (e) The Option Holder may only exercise Options in multiples of 500 Options unless the Option Holder holds less than 500 Options.

• (f) A notice of exercise in relation to any Options only becomes effective when the Company has received the full amount of the Exercise Price for the number of Options specified in the notice, in cleared funds.

• (g) Options will be deemed to have been exercised on the date the exercise notice is lodged with the Board.

• Re-issue of certificate or holding statement: If the Option Holder exercises less than the total number of Options registered in the Option Holder's name:

• (a) the Option Holder must surrender their Option certificate (if any); and

• (b) the Company must cancel the Option certificate (if any) and issue the Option Holder a new Option certificate or holding statement stating the remaining number of Options held by the Option Holder.

2/79 Bushland Ridge, Bibra Lake, Western Australia, 6163 Tel: +61 (0)8 94341934 PO Box 1531, Bibra Lake DC, Western Australia 6965

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1. Issue of Shares: Within 10 days after receiving an application for exercise of Options and payment by the Option Holder of the Exercise Price, the Company must issue the Option Holder the number of Shares specified in the application.

2. Equal ranking: Subject to the Company’s Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary Shares of the Company at the date of issue.

3. Quotation of Shares: The Company will apply to ASX for official quotation of the Shares issued on exercise of Options.

4. Bad Leaver: Each Option that has not been exercised and not expired will automatically lapse and be forfeited if the Participant to which the Option relates ceases employment or engagement as a Contractor with the Group Companies as a Bad Leaver.

5. Good Leaver: An Option will not lapse and be forfeited if the Participant to which the Option relates ceases employment or engagement as a Contractor with any Group Companies as a Good Leaver.

6. 1.20 Governing law: These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

2/79 Bushland Ridge, Bibra Lake, Western Australia, 6163 Tel: +61 (0)8 94341934 PO Box 1531, Bibra Lake DC, Western Australia 6965