JANISON EDUCATION GROUP LIMITED — Capital/Financing Update 2017

Dec 19, 2017

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TERMS OF ADVISOR OPTIONS

1. Each Advisor Option gives the holder of the Advisor Option ( Holder ) the right to subscribe for 1 fully paid ordinary share ( Share ) in HJB Corporation Limited (to be renamed “Janison Education Group Limited”) ( Company ) upon:

   • (a) exercise of the Advisor Option in accordance with these terms; and

   • (b) payment of the Exercise Price.

2. The Advisor Options will expire at 5:00pm (AEST) on the third anniversary of the day on which they were issued ( Expiry Date ).

3. An Advisor Option will not vest and may not be exercised unless the 5 day VWAP of the Company’s shares is 60 cents ($0.60) or above for more than 30 days.

4. Any Advisor Option not exercised before the Expiry Date will automatically lapse at 5:00pm (AEST) on the Expiry Date.

5. Each Advisor Option is exercisable at 30 cent ($0.30) ( Exercise Price ) payable in full on exercise of that Advisor Option.

6. A Holder may exercise all or some of the Advisor Options held by that Holder. If a Holder exercises only part of the Advisor Options held by that Holder, multiples of 5,000 Advisor Options must be exercised on each occasion.

7. If a Holder exercises fewer that all of the Advisor Options held by that Holder, the Company will cancel the Holder’s holding statement and issue or cause to be issued a new holding statement for the balance of the Advisor Options held by that Holder.

• Advisor Options may only be exercised by a Holder lodging with the Company:

• (a) a signed written notice of exercise of Advisor Options specifying the number of Advisor Options being exercised;

• (b) the holding statement for the Advisor Options; and

• (c) a cheque or electronic funds transfer notice for the Exercise Price for the number of Advisor Options being exercised

• ((a) – (c) collectively known as Exercise Notice )

1. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

2. Within 10 Business Days of receipt of the Exercise Notice and the full amount of the Exercise Price in cleared funds, the Company will allot the number of Shares to the Holder in respect of the number of Advisor Options specified in the Exercise Notice.

3. Subject to the Corporations Act and the ASX Listing Rules, the Advisor Options are freely transferrable.

4. All Shares allotted upon the exercise of the Advisor Options will, upon issuance, rank pari passu in all respects with other Shares.

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1. The Company will not apply for quotation of the Advisor Options on ASX.

2. The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Advisor Options on ASX within 10 Business Days after the date of allotment of those Shares.

3. If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.

4. There are no participating rights or entitlements inherent in the Advisor Options and the Holder will not be entitled to participate in new issue of capital offered to Shareholders during the currency of the Advisor Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the Holder the opportunity to exercise the Advisor Options (if vested) prior to the date for determining entitlements to participate in any such issue.

5. In the event the Company proceeds with a pro rata basis (other than a bonus issue) of Securities to Shareholders after the date of issue of the Advisor Options, the Exercise Price will be reduced in the manner permitted by the ASX Listing Rules applying at the time of the pro rata issue.

6. In the event the Company proceeds with a bonus issue of Securities to Shareholders after the date of the Advisor Options, the number of Securities over which an Advisor Option is exercisable may be increased in the manner permitted by the ASX Listing Rules applying at the time of the bonus issue.

7. The Company is entitled to treat the registered holder of Advisor Options as the absolute holder of that Advisor Option and is not bound to recognise any equitable or other claim to, or interest in, that Advisor Option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.