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Stapling Deed

Centuria Funds Management Limited (ACN 607 153 588) as
responsible entity of Centuria Capital Fund

and

Centuria Capital Limited (ACN 095 454 336)

Ref JL:607149

Doc ID 364312933/v3

Level 14, Australia Square, 264-278 George Street, Sydney NSW 2000 Australia GPO Box 5408, Sydney NSW 2001 Australia DX 129 Sydney

Telephone +61 2 9334 8555 Facsimile 1300 369 656 (Australia) +61 2 8507 6584 (international) hwlebsworth.com.au

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1.		Definitions and Interpretation	1
	1.1	Definitions	1
	1.2	Corporations Act definitions	4
	1.3	Interpretation	4
2.		Co-operation	5
	2.1	Disclosure of information	5
	2.2	Co-operation	6
	2.3	Restructuring	6
	2.4	Loans or debt finance	7
	2.5	Arm's length dealings	7
3.	Dealings in Stapled Securities
	3.1	Units and Shares to be Stapled	7
	3.2	Dealings in Units	8
	3.3	Dealings in Shares	9
	3.4	Quotation as Stapled Securities	9
	3.5	Joint certificates or joint holding statements	9
4.	Separate legal entities
	4.1	Stapling and separate entities	10
	4.2	No joint venture or partnership	10
5.		Acquisitions, disposals and borrowings	10
o.	Financial benefits		11
	6.1	Obligation to give financial benefits	11
	6.2	Limitation on financial benefits	11
7.	Allocation of issue price		12
	7.1	Parties to agree price	12
	7.2	Allocation of proceeds of issue among Centuria and Centuria Capital Fund	12
	7.3	Accountant to resolve dispute	12

8.	Registers		13
	8.1	Register of Stapled Securities	13
	8.2	Registers must be consistent	13
9.	Unstapling		13
	9.1	Procedure for Unstapling	13
	9.2	Consequences of Unstapling	14
10.		Duties and obligations of the parties	15
	10.1	Parties must comply	15
	10.2	Duties in relation to stapling	15
11.		Retirement of Responsible Entity	15
12.		Limitation of liability of the Responsible Entity	15
13.	Inconsistency
	13.1	Centuria Capital Fund Constitution to prevail over this deed	16
	13.2	Centuria Constitution to prevail over this deed	16
14.		Dispute resolution	16
	14.1	No proceedings	16
	14.2	Notice	17
	14.3	Best efforts to resolve	17
	14.4	Negotiate in good faith	17
15.		Commencement of this deed	17
16.	General		17
	16.1	Notices	17
	16.2	Governing law	17
	16.3	Prohibition and enforceability	18
	16.4	Waivers	18
	16.5	Variation	18
	16.6	Assignment	18
	16.7	Further assurances	18
	16.8	Entire agreement	18
	16.9	Counterparts	18

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16.10 GST
Signing page

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Stapling Deed

Date		10 October 2016
Parties	Centuria Funds Management Limited ACN 607 153 588
		as responsible entity of Centuria Capital Fund (ARSN 613 856 358) of Level 39, 100 Miller Street, North Sydney, NSW, Australia, 2060
		(Responsible Entity)
		Centuria Capital Limited ABN 22 095 454 336
		of Level 39, 100 Miller Street, North Sydney, NSW, Australia, 2060
		(Centuria)
Recitals	Α.	The Responsible Entity is the responsible entity of the Centuria Capital Fund.
	В.	The Centuria Capital Fund Constitution and the Centuria Constitution provide for Stapling.
	C.	This deed sets out the terms and conditions of the relationship between the Responsible Entity and Centuria in respect of Units and Shares.

Conditional on the implementation of the Stapling Proposal (as defined in the notice of meeting of the shareholders in Centuria dated 25 August 2016) and in consideration of, among other things, the mutual promises in this deed, the parties agree as follows:

Definitions and Interpretation $1.$

Definitions $1.1$

In this deed, unless the context otherwise requires:

means the Australian Securities and Investments Commission or ASIC

any replacement or successor authority.

Assets	means, in respect of an entity, the assets of the entity as calculated in accordance with Australian accounting standards.
ASX	means Australian Stock Exchange Limited or the market operated by it as the context requires.
Business Day	has the same meaning as in the Listing Rules.
Centuria Capital Fund	means Centuria Capital Fund (ARSN 613 856 358).
Centuria Capital Fund Constitution	means the constitution establishing the Centuria Capital Fund dated 20 July 2016 (as amended from time to time).
Centuria Capital Group	means, collectively, Centuria Capital Fund, Centuria and each of their respective Subsidiaries.
Centuria Constitution	means the constitution for Centuria and includes any amendment or replacement of it.
Corporations Act	means the Corporations Act 2001 (Cth).
Governmental Agency	means any government or any governmental, semi- governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity, but does not include any of the parties to this deed.
Group Member	means any member of the Centuria Capital Group.
Liabilities	means, in respect of an entity, the liabilities of the entity as calculated in accordance with Australian accounting standards.
Listing Rules	means the listing rules of ASX and any other rules of the ASX which are applicable while Centuria and Centuria Capital Fund are admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

$\ddot{\phantom{a}}$

Net Asset Value	means, in respect of an entity, at any time, an amount equal to the total value of the Assets less the Liabilities of the entity and adjusted for such provisions and incremental or decremental adjustments as the auditor of the entity considers appropriate, each determined at that time in accordance with the relevant clause in the constitution of the entity and Australian accounting principles.
Share	means an ordinary fully paid share in Centuria.
Shareholder	means a person registered as the holder of a Share including any persons jointly registered.
Stapled	means the linking together of a Share and a Unit so that one may not be transferred or otherwise dealt with without the other and which are quoted on ASX jointly as a Stapled Security.
Stapled Securityholder	means the holder of a Stapled Security.
Stapling Commencement Date	means the date as determined by the Responsible Entity and Centuria on which Stapling becomes effective and as is announced on the ASX's announcement platform.
Stapled Securities	means a Unit and a Share which are Stapled together and registered in the name of a person.
Stapling	means the process that results in each Share and each Unit being Stapled to each other.
Subsidiary	means, in respect of an entity, another entity which is a subsidiary of the first mentioned entity within the meaning of Part 1.2 Division 6 of the Corporations Act or a trust which is controlled by the first within the meaning of control under section 50AA of the Corporations Act.
Unit	means an ordinary fully paid unit in Centuria Capital Fund.
Unitholder	means a person registered as the holder of a Unit including any persons jointly registered.

$\hat{\mathcal{A}}$

$\hat{\mathcal{L}}$

Unstapled	means in relation to a Unit, that the Unit is not Stapled to a Share, and vice versa.
Unstapling	means the process that results in a Share no longer being Stapled to a Unit and vice versa.

$1.2$ Corporations Act definitions

Unless otherwise specified in this deed, terms defined in the Corporations Act have the same meaning in this deed.

$1.3$ Interpretation

In this deed unless a contrary intention is expressed:

$(a)$ headings and italicised, highlighted or bold type do not affect the interpretation of this deed:
$(b)$ the singular includes the plural and the plural includes the singular;
$(c)$ a gender includes all other genders;
$(d)$ other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
$(e)$ a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Governmental Agency (whether or not having a separate legal personality);
$(f)$ a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 1.1(f) implies that performance of part of an obligation constitutes performance of the obligation;
$(g)$ a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this deed and a reference to this deed includes any clause, annexure, exhibit and schedule;
$(h)$ a reference to a document (including this deed) includes all amendments or supplements to, or replacements or novations of, that document;
$(i)$ a reference to a party to any document includes that party's successors and permitted assigns;
$(i)$ a reference to any legislation includes all delegated legislation made under it and includes all amendments, consolidations, replacements or re-enactments of any of them, from time to time;

$\mathcal{A}={x_1,\ldots,x_n}$ , $\mathcal{A}=\mathcal{A}$

a reference to an agreement other than this deed includes an undertaking, $(k)$ deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
$(1)$ a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;
a reference to a body, other than a party to this deed (including an institute, $(m)$ association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions:
$(n)$ the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this deed do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;
a reference to a day is to the period of time commencing at midnight and ending $(o)$ 24 hours later:
if a period of time is specified and dates from a day or the day of an act, event $(p)$ or circumstance, that period is to be determined exclusive of that day; and
if an act or event must occur or be performed on or by a specified day and $(q)$ occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day.

2. Co-operation

$2.1$ Disclosure of information

The Responsible Entity and Centuria must provide to each other all information $(a)$ in their possession as may be necessary or desirable to fulfil their respective obligations under this deed or any other document or deed or otherwise relating to the Stapled Securities or the affairs of any Group Member.
The Responsible Entity and Centuria must prepare group accounts, being $(b)$ consolidated financial statements of the Centuria Capital Group.
The Responsible Entity and Centuria must provide all assistance to each other $(c)$ to enable the provision of all other reports or other information required to be provided or disclosed by law or the Listing Rules or which it is reasonably desirable to provide to the Stapled Securityholders.
The Responsible Entity and Centuria must keep confidential any information $(d)$ obtained concerning the affairs or assets of each other and not disclose it other than:
$(i)$ with the prior written consent of the other party (not to be unreasonably withheld or delayed);
$(ii)$ if it is required by law, by any regulatory or Governmental Agency or by the ASX:
$(iii)$ if the information is in the public domain, other than by a breach of this deed; and
$(iv)$ to the party's bankers or professional advisers.

$2.2$ Co-operation

To the extent permitted by law, the Responsible Entity and Centuria must cooperate with each other in respect of all matters relating to the Stapled Securities and must do all things reasonably necessary to give effect to this deed, including to facilitate that Centuria and the Responsible Entity:

$(a)$ comply with their obligations under the Listing Rules;
$(b)$ co-ordinate the disclosure of information and reports to the ASX and Stapled Securityholders;
$(c)$ adopt consistent accounting, valuation and investment policies;
$(d)$ hold Stapled Securityholders' meetings concurrently or, where necessary, consecutively;
$(e)$ agree on the terms and timing of all new issues of securities including bonus and rights issues and placements and redemptions;
$(f)$ consult before taking any action (or omitting any action) which may materially affect the value of the Stapled Securities;
co-ordinate the announcement and payment of dividends and distributions; $(g)$
co-ordinate any dividend or distribution re-investment plan; $(h)$
co-ordinate all actions connected with partly paid Stapled Securities; $(i)$
$(i)$ maintain the same auditor from time to time and agree on any change of auditor so that any change of auditor is implemented for Centuria and Centuria Capital Fund at the same time; and
$(k)$ have, to the extent possible, boards of directors which are identical or substantially the same.

$2.3$ Restructuring

$(a)$ Neither party may consolidate, subdivide, cancel or reorganise Units or Shares unless at the same time there is a corresponding consolidation, subdivision, cancellation or reorganisation of the Units or Shares in the other party.

$(b)$ Subject to clause 2.3(a), the Responsible Entity and Centuria may agree with each other in relation to:
$(i)$ reorganising or restructuring of the capital of Centuria Capital Fund and Centuria; or
changing the Stapling arrangements contemplated by this deed in order $(ii)$ to comply with any law, regulation or rule or to otherwise overcome the adverse effect of any law, regulation or rule; and
$(iii)$ any changes to this deed which are reasonably required by either party as a consequence of any of the above matters.
$(c)$ The Responsible Entity and Centuria may, subject to the Listing Rules and the Corporations Act, cause the Stapling of any other entity's securities to Units or Shares in accordance with the Centuria Capital Fund Constitution and Centuria Constitution.

$2.4$ Loans or debt finance

Centuria and the Responsible Entity may enter into loan or debt finance arrangements on arm's length commercial terms with each other for the purpose of allocating capital raised under issues of Stapled Securities.

$2.5$ Arm's length dealings

Centuria and the Responsible Entity agree to procure that all dealings between Centuria and the Responsible Entity and their respective Subsidiaries will be on arm's length terms unless:

another clause within this deed requires otherwise; or $(a)$
the board of directors of Centuria and the Responsible Entity determine $(d)$ otherwise.

Dealings in Stapled Securities 3.

$3.1$ Units and Shares to be Stapled

$(a)$ On and from the Stapling Commencement Date:
$(i)$ each Unit and Share must be Stapled to one another;
the Responsible Entity must not issue a Unit unless a Share is issued $(iii)$ by Centuria at the same time and to the same person (and vice versa);
Centuria must not issue any Share or any right or option to acquire any $(iii)$ Share unless the Responsible Entity issues a corresponding right or option to acquire a Unit (and vice versa);
$(iv)$ Centuria may not without the prior written consent of the Responsible Entity issue any other class of share in Centuria or any right or option to acquire any such share; and
$(v)$ the Responsible Entity may not without the prior consent of Centuria issue any class of unit other than an ordinary unit or any right or option to acquire any such unit.
$(b)$ Each Unit and Share must be Stapled to one another immediately after the later of:
$(i)$ the date of issue of the Unit; and
$(ii)$ the date of issue of the corresponding Share.
$(c)$ On and from the Stapling Commencement Date, the Responsible Entity and Centuria must not:
$(i)$ do any act, matter or thing (including registering any transfer of any Unit or Share); or
$(ii)$ refrain from doing any act, matter or thing,

if to do so or refrain from doing so would result in any Unit or any Share no longer being Stapled, other than in accordance with clause 9.

$(d)$ A party is not obliged to effect a buy- back, cancellation, redemption, transfer or issue or other corporate action in a manner inconsistent with any constitutional, contractual or fiduciary obligation or law by which it is bound, or if it does not have any necessary consent or approval.
$(e)$ If either a Share or a Unit is to be sold pursuant to forfeiture as a consequence of non-payment of a call, Centuria and the Responsible Entity will, to the maximum extent permitted by law and the Listing Rules, ensure that the Unit and/or Share to which it is Stapled is also sold so that the Share or Unit is sold as part of a Stapled Security.

$3.2$ Dealings in Units

On and from the Stapling Commencement Date, the Responsible Entity must not:

offer any Units for subscription or sale unless an offer is made at the same time $(a)$ and to the same person for an identical number of Shares for issue or sale;
$(b)$ offer any Units for subscription or sale unless the terms of that offer require each offeree to subscribe for or buy a number of Shares equal to the number of Units subscribed for or bought;
$(c)$ issue or sell any Units to any person unless an identical number of Shares are also issued or sold to the same person at the same time;
$(d)$ cancel, buy-back or redeem any Units unless at the same time there is a corresponding cancellation or buy-back of Shares to which they are Stapled; and
register any transfer of Units to any person unless an identical number of $(e)$ Shares to which they are Stapled is also transferred to the same person at the same time.

$3.3$ Dealings in Shares

On and from the Stapling Commencement Date, Centuria must not:

offer any Shares for subscription or sale unless an offer is made at the same $(a)$ time and to the same person for an identical number of Units for issue or sale;
$(b)$ offer any Shares for subscription or sale unless the terms of that offer require each offeree to subscribe for or buy a number of Units equal to the number of Shares subscribed for or bought;
issue or sell any Shares to any person unless an identical number of Units are $(c)$ also issued or sold to the same person at the same time;
$(d)$ cancel or buy-back any Shares unless at the same time there is a corresponding cancellation, buy-back or redemption of the Units to which they are Stapled; and
register any transfer of any Share unless there is a matching transfer of the Unit $(e)$ to which it is Stapled.

$3.4$ Quotation as Stapled Securities

Whilst the Stapled Securities are Stapled, the parties must use reasonable endeavours to ensure that each Stapled Security which is listed for quotation on ASX continues to be so listed for quotation and quoted as a Stapled Security.

$3.5$ Joint certificates or joint holding statements

Centuria and the Responsible Entity must procure that joint certificates or joint holding statements are issued to each holder of Stapled Securities.

$\mathcal{A}_{\cdot}$ Separate legal entities

$4.1$ Stapling and separate entities

Notwithstanding any other provision of this deed, each of Centuria and Centuria Capital Fund are and will remain as separate legal entities and will be separately admitted to the official list of ASX notwithstanding that their securities are jointly quoted on ASX as Stapled Securities.

4.2 No joint venture or partnership

Nothing contained or implied in this deed creates a joint venture or partnership between the Responsible Entity and Centuria for any purpose and there is no agreement that the benefit of any Assets (and any profits from them) of Centuria or Centuria Capital Fund are to be shared.

5. Acquisitions, disposals and borrowings

$(a)$ (Major acquisition or disposal): The Responsible Entity and Centuria must:
$(i)$ give 14 days written notice to the other, or such shorter period as agreed between the parties, of its intention to acquire or dispose of an Asset of Centuria Capital Fund or Centuria respectively the value of which is 20% or greater of the net tangible assets of the Centuria Capital Fund or Centuria (as the case requires) at the time of giving the notice; and
$(ii)$ not make an acquisition or disposal, or allow any of their respective Subsidiaries to acquire or dispose, of an Asset as contemplated by clause 5(a)(i) without having first consulted with the other party.
$(b)$ (Borrowings): Neither Centuria nor the Responsible Entity may borrow or raise money (or allow any of their respective Subsidiaries to borrow or raise money) the value of which is 20% or greater of the net tangible assets of the Centuria Capital Fund or Centuria (as the case requires) at the time of giving the notice, except on the following terms:
$(i)$ Centuria and the Responsible Entity agree to the borrowing or raising money;
$(ii)$ if any loan or other financial accommodation is undertaken or any guarantee or security is given by any entity in the Centuria Capital Group, then whichever entity receives the proceeds of the borrowing or other financial accommodation must:
- $(A)$ repay the loan or financial accommodation;
- $(B)$ pay all fees, interest, expenses and other amounts in respect of the loan or financial accommodation: and
indemnify the other joint borrower, guarantor or provider of $(C)$ security in respect of any amount referred to in clauses $5(b)(ii)(A)$ and $5(b)(ii)(B)$ which are paid by it; or
the indemnity referred to in clause 5(b)(ii)(C) survives the termination of $(iii)$ this deed.

Financial benefits 6.

Obligation to give financial benefits $6.1$

Each of the Responsible Entity and Centuria must, while their securities are Stapled, and to the maximum extent permitted by law, if called upon by the other, enter into or procure that any Subsidiary enter into any agreement, document or arrangement and do any other act, matter or thing at the request or direction of the other in respect of:

lending money or providing financial accommodation to the other or any of its $(a)$ Subsidiaries or any other person whether or not that person is a member of the Centuria Capital Group;
guaranteeing any loan or other financing facility or financial accommodation of $(b)$ the other, any Subsidiary or any other person whether or not that person is a member of the Centuria Capital Group, including providing any security or indemnity to any person providing the relevant loan facility or financial accommodation:
entering into any covenant, undertaking, restraint, or pledge at the request of $(c)$ the other including, a negative pledge on the obtaining of financial accommodation or the provision of any guarantee or security in connection with any financial accommodation;
entering into any joint borrowing or joint financial accommodation with the other, $(d)$ any Subsidiary or any other person whether or not that person is a member of the Centuria Capital Group, and providing any guarantee, security, indemnities and undertakings in connection with the relevant joint borrowing or other joint financial accommodation; and
guaranteeing the obligations of or providing an indemnity or undertaking to a $(e)$ third party in respect of the obligations of the other or any of the other's Subsidiaries or any other person whether or not that person is a member of the Centuria Capital Group.

Limitation on financial benefits 6.2

Neither the Responsible Entity nor Centuria will be obliged to enter into or procure that any Subsidiary enter into any document or perform any act, matter or thing pursuant to this clause 6:

$(a)$ unless entering into of the document or the performance of the act, matter or thing is in the interests of the holders of the Stapled Securities as a whole; or
$(b)$ if entering into of the document or the performance of the act, matter or thing would cause it to breach any contractual obligation to a third party entered into prior to the date of this deed or entered into subsequent to the date of this deed with the consent of the other.

$7₁$ Allocation of issue price

$7.1$ Parties to agree price

$(a)$ The Responsible Entity and Centuria may agree from time to time what part of the amount payable for the issue, redemption or buy-back of a Stapled Security is to represent the issue, redemption or buy-back price of the Unit and the Share.
$(b)$ A Stapled Security may be issued, redeemed or bought-back for a price calculated by aggregating the price for the issue or redemption of a Unit in the particular circumstances fixed by the Centuria Capital Fund Constitution with the price for issue, redemption or buy back of a Share in Centuria fixed by the Centuria Constitution.
$(c)$ Unless otherwise determined by the Responsible Entity and Centuria, the allocation of the issue, redemption or buy-back price between a Share and a Unit must be determined on the basis of the Net Asset Value of the entities by agreement between the Responsible Entity and Centuria prior to the issue, redemption or buy-back of the Stapled Security.
$(d)$ If an option to acquire a Stapled Security is issued after the Stapling Commencement Date, the allocation of the issue price of the Stapled Security must be determined in accordance with the Centuria Capital Fund Constitution.
$(e)$ The proportions determined under this clause 7.1 must be consistent for each Unit and Share issued, redeemed or bought-back to or from each Stapled Securityholder at the same time.

$7.2$ Allocation of proceeds of issue among Centuria and Centuria Capital Fund

$(a)$ The Responsible Entity and Centuria may apply money received for the issue of Stapled Securities or pay money for the redemption or buy back of Stapled Securities in proportion to the issue, redemption or buy-back prices determined in accordance with clause 7.1.

$7.3$ Accountant to resolve dispute

If the parties are unable to reach agreement under clause 7.1 within four Business Days after either of them notifies the other that an agreement must be reached, a suitably

experienced independent accountant nominated by the Responsible Entity and reasonably approved by Centuria must be instructed within seven days to determine what part of the amount payable is to represent the price of the Unit and the Share based on the Net Asset Value of the entities as determined by the accountant as at immediately prior to the issue, redemption or buy-back of the Stapled Security and any other factors which the accountant believes should be taken into account. The accountant's decision is, in the absence of manifest error, binding on the parties.

8. Registers

$8.1$ Register of Stapled Securities

The Responsible Entity and Centuria must maintain, or procure the $(a)$ maintenance of a register of Stapled Securities. This includes the appointment of a common registrar.
$(b)$ All details of Stapled Securities and dealings in those Stapled Securities must be entered in the register.
All details of the Units and the Shares which comprise the Stapled Securities $(c)$ and dealings in those Units and Shares must be entered in the register.

$8.2$ Registers must be consistent

Centuria and the Responsible Entity must ensure that the Centuria register and the Centuria Capital Fund register if kept separately, are entirely consistent with one another.

9. Unstapling

$9.1$ Procedure for Unstapling

$(a)$ From the Stapling Commencement Date all Units and Shares will remain Stapled to each other for so long as the Stapled Securities remain on issue until Stapling is ceased in accordance with this clause.
The Responsible Entity may by written notice declare that Stapling ceases to $(b)$ apply to some or all Units immediately, or upon a specified date.
Stapling will automatically cease to apply to all Units if: $(c)$
Centuria Capital Fund is terminated in accordance with the Centuria $(i)$ Capital Fund Constitution;
the Shares to which the Units are Stapled cease for any reason to be $(ii)$ transferable only with Units; or
$(iii)$ the law or the Listing Rules prohibits the Stapling:
$(d)$ The Unitholders and Shareholders may, by special resolution, determine that Stapling ceases to apply to some or all Units immediately, or upon a specified date.
$(e)$ On and from such date as Stapling is ceased:
$(i)$ the Responsible Entity and Centuria must procure that the Units and the Shares are Unstapled; and
$(ii)$ except in relation to the ongoing obligations under clauses 2.1(d), 5(b)(iii) and 9.2 and the acknowledgment and covenants in clause 12, this deed ceases to be of any force or effect.

9.2 Consequences of Unstapling

If, as a consequence of Unstapling, the Units are no longer Stapled to the Shares:

$(a)$ Centuria must promptly:
$(i)$ repay any outstanding amount under any loan given to Centuria by the Responsible Entity prior to Unstapling, unless the Responsible Entity otherwise agrees;
$(ii)$ pay any outstanding amounts which the relevant parties have agreed in accordance with clause 5(b)(ii) is the responsibility of Centuria to repay unless such parties otherwise agree; and
$(iii)$ obtain a release of the Responsible Entity from any guarantee given by the Responsible Entity to any person in respect of any liability of Centuria: and
$(b)$ the Responsible Entity must promptly:
$(i)$ repay any outstanding amount under any loan given to the Responsible Entity by Centuria prior to Unstapling, unless Centuria otherwise agrees:
$(ii)$ pay any outstanding amounts which the relevant parties have agreed in accordance with clause 5(b)(ii) is the responsibility of the Responsible Entity to repay unless such parties otherwise agree; and
$(iii)$ obtain a release of Centuria from any guarantee given by Centuria to any person in respect of any liability of the Responsible Entity.

$10.1$ Parties must comply

The Responsible Entity and Centuria must at all times perform and comply with their duties and obligations under the Centuria Capital Fund Constitution and the Centuria Constitution respectively and, subject to those duties and obligations, with their duties and obligations under any other deed or agreement to which either is a party.

$10.2$ Duties in relation to stapling

While Stapling applies, notwithstanding any other provision of this deed, or any rule of law or equity to the contrary, in exercising any power or discretion, the Responsible Entity and Centuria may, subject to the Corporations Act and any relief granted, have regard to the interests of the holders of Stapled Securities as a whole and not only to the interests of the Shareholders or the Unitholders considered separately.

Retirement of Responsible Entity 11.

If the Responsible Entity retires as responsible entity of Centuria Capital Fund:

the outgoing Responsible Entity must use its best endeavours to procure that $(a)$ any new responsible entity appointed under the Centuria Capital Fund Constitution executes a deed in a form reasonably acceptable to Centuria undertaking to be bound by all of the obligations of the Responsible Entity under this deed; and
upon the new responsible entity assuming the obligations of the Responsible $(b)$ Entity under this deed, the previous responsible entity shall be discharged and released from its obligations under this deed other than in relation to any negligence, default or breach of this deed by it while it was still the responsible entity of Centuria Capital Fund.

Limitation of liability of the Responsible Entity $12.$

The Responsible Entity enters into this deed only in its capacity as responsible $(a)$ entity of the Centuria Capital Fund.
The Responsible Entity is not liable in contract, tort or otherwise to Unitholders $(b)$ for any loss suffered in any way relating to the Centuria Capital Fund except to the extent that the Corporations Act imposes such liability.
A liability to any person arising under or in connection with this deed, can be $(c)$ enforced against the Responsible Entity only to the extent to which the liability can be satisfied out of the Assets of the Centuria Capital Fund out of which the Responsible Entity is entitled to be and is actually indemnified for the liability.
$(d)$ This limitation of the Responsible Entity's liability applies despite any other provision of this deed and extends to all liabilities and obligations of the Responsible Entity in its capacity as responsible entity of the Centuria Capital Fund in any way connected with any representation, warranty, conduct, omission, deed or transaction related to this deed.
$(e)$ Centuria can not sue the Responsible Entity in any capacity other than as responsible entity for the Centuria Capital Fund, including seeking the appointment of a receiver, a liquidator, an administrator or similar person to the Responsible Entity or prove in any liquidation, administration or arrangement of or affecting the Responsible Entity (except in relation to property of the Centuria Capital Fund).
$(f)$ The limitation of liability provisions in this clause 12 do not apply to any obligation or liability of the Responsible Entity to the extent that it is not satisfied because, under this deed or any other document in connection with it, or by operation of law, there is a reduction in the extent of the Responsible Entity's indemnification out of the Assets of the Centuria Capital Fund, as a result of the Responsible Entity's actual fraud, gross negligence or wilful default.

$13.$ Inconsistency

Centuria Capital Fund Constitution to prevail over this deed $13.1$

$(a)$ Nothing in this deed shall be taken to amend or alter the Centuria Capital Fund Constitution.
$(b)$ If there is any inconsistency between the obligations of the Responsible Entity under this deed and the Centuria Capital Fund Constitution, the provisions of the Centuria Capital Fund Constitution apply to the extent of the inconsistency.

13.2 Centuria Constitution to prevail over this deed

$(a)$ Nothing in this deed shall be taken to amend or alter the Centuria Constitution.
$(b)$ If there is any inconsistency between the obligations of Centuria under this deed and the Centuria Constitution, the provisions of the Centuria Constitution apply to the extent of the inconsistency.

$14.$ Dispute resolution

$14.1$ No proceedings

A party must not start court proceedings about a dispute arising out of this deed unless it first complies with this part, except:

where a party seeks urgent injunctive relief; or $(a)$

$(b)$ where the dispute relates to compliance with this clause.

$14.2$ Notice

A party claiming that a dispute has arisen must notify each other party giving details of the dispute.

$14.3$ Best efforts to resolve

Each party to the dispute must use its best endeavours to resolve the dispute within 10 Business Days of receiving notice of the dispute or a longer period agreed by the parties to the dispute.

14.4 Negotiate in good faith

If the parties do not resolve the dispute under clause 14.3, the chief executive officer or other senior employee of each party must negotiate in good faith to resolve the dispute for a period of up to 10 Business Days after the end of the period referred to in clause 14.3.

$15.$ Commencement of this deed

Notwithstanding anything in this deed to the contrary, no provision of this deed is of any force or effect unless and until the entry into of this deed is approved by Shareholders.

$16.$ General

$16.1$ Notices

A notice, approval, consent or other communication in connection with this deed $(a)$ must be in writing and left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside Australia) to the address of the addressee or sent by facsimile to the facsimile number of the addressee specified in this deed or, if the addressee notifies another address or facsimile number, then to that address or facsimile number.
A notice, approval, consent or other communication takes effect from the time it $(b)$ is received unless a later time is specified in it.

16.2 Governing law

This deed is governed by the laws in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of that place.

16.3 Prohibition and enforceability

Any provision of, or the application of any provision of, this deed which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

16.4 Waivers

$(a)$ Waiver of any right arising from a breach of this deed or arising upon default under this deed must be in writing and signed by the party granting the waiver.
$(b)$ A failure or delay in exercise, or partial exercise, of a right arising from a breach of this deed does not result in a waiver of that right.
$(c)$ A party is not entitled to rely on a delay in the exercise or non-exercise of a right arising from a breach of this deed or on a default under this deed as constituting a waiver of that right.
$(d)$ A party may not rely on any conduct of another party as a defence to exercise of a right by that other party.
$(e)$ This clause 16.4 may not itself be waived except by writing.

$16.5$ Variation

A variation of any term of this deed must be in writing and signed by the parties.

16.6 Assignment

Rights arising out of or under this deed are not assignable by one party without the prior written consent of the other party.

16.7 Further assurances

Each party must do all things and execute all further documents necessary to give full effect to this deed.

16.8 Entire agreement

This deed supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

16.9 Counterparts

This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument.

16.10 GST

$\mathcal{F}^{\text{max}}_{\text{max}}$

If any party:

is liable to pay GST on a supply made in connection with this deed; and $(a)$
certifies to the recipient of the supply that it has not priced the supply to include $(b)$ GST,

then the recipient of the supply agrees to pay that party an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2.$

$\mathcal{A}^{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}$ are the set of the set of the set of $\mathcal{A}^{\mathcal{A}}$

$\mathcal{F}_{\rm{in}}$

Signing page

Executed as deed

Executed by Centuria Funds Management Limited ACN 607 153 588 in accordance

with section 127 of the Corporations Act 2001 (Cth) by:

Signalure of Director

KARNY

Full hame (print)

JOHN MCBAIN Full pame (print)

Executed by Centuria Capital Limited ABN 22 095 454 336 in accordance with section 127 of the Corporations Act 2001

$(Cth)$ by: Signature of Director CHARNY

$M$

$\circ$

Signature of Director/Company Secretary

JOHN MCBAIN