Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Total Communications Intrastructure Limited
ACN/ARSN	072 369 870
1. Details of substantial holder (1)
Name	Service Stream Ltd and its subsidiaries set out in Annexure A
ACN/ARSN (if applicable)	008 027 978
The holder became a substantial holder on	106 27.

2. Details of voting power

The fotal number of votes attached to all the voting shares in the company or voting inferests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	49.324,308 (*)	49.324,308 (*)	$45%$ (*)

(*) NOTE: The relevant interest notified in this substantial shareholder notice is deemed to arise solely by virtue of s 671B(7) of the Corporations Act 2001 (Cth) ("Corporations Act"). That deemed relevant interest arises under s 671B(7) because Service Stream Ltd is party to the Share Purchase Agreement in Annexure "B" which is conditional on approval of the shareholders of Total Communications Infrastructure Limited under s 611, Item 7 of the Corporations Act. For all other purposes, STR does not have a relevant interest (or voting power) in those securities by virtue of s 609(7) of the Corporations Act.

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Service Stream Limited	Service Stream Ltd has a relevant interest in the securities referred to in the next column because it has a (conditional) power to control the power to dispose of the securities under the Share Purchase Agreement in Annexure "B" of this notice and by virtue of s 671B(7) of the Corporations Act	49.324,308 ordinary shares $(*)$

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant inferest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Service Stream Ltd	Samantha Alexandra Grant	N/A	24,662,154 ordinary shares
Service Stream Ltd	James Julian Cooney	N/A	24.662.154 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Service Stream Ltd	27/7/06	\$1.0137 per share	N/A	49.324.308 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Service Stream Limited	Level 12 555 Lonsdale Street Melbourne Vic 3001
Samantha Alexandra Grant	Willow Court 7 West Way Oxford OX2 OJB
James Julian Cooney	Willow Court 7 West Way Oxford OX2 OJB

Signature

print name Stephen Campbell Capacity: Company Secretary sign here dale 31 / 07 / 2006 AS

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an $(1)$ equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
$(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
${4}$ The voting shares of a company constitute one class unless divided into separate classes.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in.
${6}$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
$(7)$ Include details of:
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
$(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

If the substantial holder is unable to determine the identity of the person (eg if the refevant interest arises because of an option) write "unknown". $(8)$

$(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behaft of the subst whom the relevant interest was acquired.

Annexure A

This is Annexure A of 1 page referred to in form 603 (Notice of initial substantial shareholder).

Subsidiaries of Service Stream Limited:

Service Stream Communications Pty Ltd $\bullet$
$\bullet$
Resourcing Solutions Pty Ltd

Communication Services Australia Consulting Pty Ltd $\bullet$
$\bullet$
Service Stream Solutions Pty Ltd
Milcom Communications Pty Ltd $\bullet$

print name

sign here

Stephen Campbell Toffel T

Capacity: Company Secretary

date 31 July 2006

Annexure B

This is Annexure B of 61 pages referred to in form 603 (Notice of initial substantial shareholder).

Share Purchase Agreement attached

print name

sign here

Stephen Campbell A Capacity: Company Secretary

date 31 July 2006

MALLESONS STEPHEN JAQUES

Share Purchase Agreement

27 Jly 2006 Dated

Samantha Alexandra Grant and James Julian Cooney (each a "Seller") Service Stream Ltd (ABN 58 008 027 978) ("Purchaser")

السافاقا

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short expression

Mallesons Stephen Jaques

Level 50, Bourke Place 600 Bourke Street Melbourne VIC 3000 DX 101 Melbourne R Kennedy / C Hollingsworth 03-5153-1954

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Share Purchase Agreement Contents

Conditions Precedent Conditions Precedent Waiver Termination of agreement by either party Termination for Material Adverse Change Sale and purchase of Shares Sale and purchase Shares free from Encumbrance Title and property Purchase Price	3










Completion
Time and place of Completion
Items to be delivered at Completion by each Seller
Items to be delivered at Completion by Purchaser
Payment
Payment of the Initial Purchase Price
Payment of the Balance of the Purchase Price
Early payment of Balance of Purchase Price




Conditions Precedent to Options
Waiver
Grant of Options
Call Option
Put Option

Duration of Call Option
Exercise of Option
Terms of transfer of Option Shares

Shares free from Encumbrance

Invalid exercise
	Payment of Purchase Price Security for the Balance of the Purchase Price Options exercised Options Conditions Precedent No interference Effect of exercise of Options Title and property Share Purchase Agreement

$\mathcal{O}(\mathcal{O})$ is a set of the set of the set of the set of $\mathcal{O}(\mathcal{O})$

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THE RETURN

The Community of Property State

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10.5	Exercise of an Option must not breach a law	8
11	Closing	8
11.1	Unconditional obligation to Close	8
11.2	FIRB	8
11.3	Time and place of Closing	8
11.4	Items to be delivered at Closing	8
12	Payment	9
12.1	Consideration	9
12.2	Acknowledgment	9
13	Power of attorney	9
13.1	Appointment	9
13.2	Specific powers	10
13.3	Ratification and confirmation	10
13.4	Valuable consideration	10
14	Pro Rata Offer	10
15	No restriction on control of voting and disposal	10
16	Warranties	10
16.1	Seller Warranties	10
16.2	Purchaser Warranties	11
16.3	No further warranties	11
17	Notices	11
17.1	Form of notices	11
17.2	Time of receipt	12 ₁₂
17.3	Letter or facsimile	12.
18	Miscellaneous	12
18.1	Waiver and variation	12.
18.2	Remedies cumulative	12 ₁
18.3	No merger	12 ₂
18.4	Counterparts	$12 \,$
18.5	No partnership or agency More than one seller	$12 \,$ $12 \,$
18.6 18.7	Costs	13
19	Governing law and jurisdiction	13
19.1	Governing law	13
19.2	Jurisdiction	13
20	Interpretation	13
20.1	Definitions	13
20.2	References to certain general terms	18
20.3	Headings	18
	Signing page	19
	Annexure A (clause 9(a))	20
	Notice of Exercise of Call Option	20

Total $\mathbf{r}$ $\cdots$

$\ldots$ $\ddot{\phantom{1}}$

Annexure B (clause 9(b))	21
Notice of Exercise of Put Option	21
Annexure C - Share Mortgage	22.

$\sim$ 11 $\sim$

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Share Purchase Agreement

Details

Interpretation - definitions are at the end of the General terms

Parties
Seller	Name	Samantha Alexandra Grant
	Address	Willow Court 7 West Way Oxford OX2 0JB
	Telephone	+44 1865 261300
	Fax	+44 1865 261301
Seller	Name Address Telephone Fax	James Julian Cooney
		Willow Court 7 West Way Oxford OX2 0JB
		+44 1865 261300
		$+44$ 1865 261301
Purchaser	Name	Service Stream Ltd
	ABN Incorporated in Address	58 008 027 978
		Commonwealth of Australia
		Level 12 555 Lonsdale Street Melbourne VIC 8001
	Telephone	$(03)$ 9677 8888
	Fax	$(03)$ 9677 8800
	Attention	Chief Executive Officer
Recitals	А	Each Seller is, at the date of this agreement, the registered holder and beneficial owner of 24,662,154 fully paid ordinary shares in the capital of the Company.
	B	Subject to the satisfaction of the Condition Precedent and the terms of this agreement, each Seller has agreed to sell and the Purchaser has agreed to purchase the Shares.

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THEY WHEN

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INKYSKYS:

where the construction construction is a complete $\mathcal{O}(\mathcal{O}(n))$

	The parties have further agreed to create the Options in C respect of the Shares, subject to the terms and conditions of this agreement.
Governing law	New South Wales
Date of agreement	See signing page

—
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Share Purchase Agreement

General terms

Part 1 - Condition Precedent

Conditions Precedent 1

$1.1$ Conditions Precedent

This agreement is of no force or effect unless and until the condition in clause 2.1(i) of the Merger Implementation Agreement is satisfied (including without limitation a resolution under item 7 of the table in section 611 of the Act in respect of the acquisition of the Shares under this agreement).

$1.2$ Waiver

Neither the Sellers nor the Purchaser are entitled to waive the Condition Precedent.

Termination of agreement by either party $1.3$

If the Condition Precedent is not satisfied by the Quit Date or any later date agreed by the Seller and the Purchaser, then this agreement will terminate without ever having been of any force or effect.

$1.4$ Termination for Material Adverse Change

If, between the date of this agreement and the Effective Date, a Material Adverse Change occurs in respect of the Company, the Purchaser may by notice to the Sellers terminate this agreement with immediate effect without this agreement ever having been of any force or effect.

Part 2 - Sale of Shares

Sale and purchase of Shares $\mathbf{2}$

$2.1$ Sale and purchase

Each Seller agrees to sell and the Purchaser agrees to buy the Shares from the Sellers, subject to the terms and conditions of this agreement.

$2.2$ Shares free from Encumbrance

The Shares must be transferred free from any Encumbrance and with all rights attached or accruing to the Shares on and from Completion.

$2.3$ Title and property

Each party acknowledges and agrees that full legal and beneficial title to, and property in, the Shares of each Seller:

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remains solely with the Seller until Completion; and $(a)$
transfers absolutely to the Purchaser with effect on and from $(b)$ Completion.

$\overline{3}$ Purchase Price

The total consideration payable by the Purchaser to the Sellers for the Shares is the Purchase Price.

4 Completion

Time and place of Completion $4.1$

Completion will take place at the Purchaser's offices in Melbourne, Australia on the Completion Date at the time which is 1 hour after close of the TCI Shareholders Meeting, or such other time and place agreed by the parties.

Items to be delivered at Completion by each Seller $4.2$

At Completion, each Seller will:

take any action and steps and execute any documents required to $(a)$ effect the transfer of the Shares to the Purchaser in accordance with this agreement, including, without limitation:
giving or providing any messages or instructions required to $(i)$ transfer the Shares to the Purchaser as an off-market, real time, transfer in accordance with the ASTC Settlement Rules and to a sub-register (whether CHESS or an Issuer Sponsored Subregister) notified by the Purchaser to the Sellers; and
giving or providing any message or any other instructions in $(ii)$ relation to the Shares to the Seller's Controlling Participant or any other person which is necessary to transfer the Shares to the Purchaser:
provide evidence reasonably satisfactory to the Purchaser that the $(b)$ steps required under paragraph (a) have been taken by the Sellers, and that the Purchaser has been registered as the holder of the Shares (including, without limitation, a CHESS statement bearing the name of the Purchaser as the registered holder of the Shares); and
provide or procure the provision of any other document and take or $(c)$ procure the taking of any action or step which is reasonably required by the Purchaser to effect and evidence the transfer of the Shares from each Seller to the Purchaser.

4.3 Items to be delivered at Completion by Purchaser

At Completion, the Purchaser will:

provide each Seller with a duly executed Share Mortgage to secure $(a)$ the Initial Purchase Price;
if it is able to do so under the ASTC Settlement Rules or other $(b)$ applicable rules, place a Holding Lock (as that term is defined in the ASTC Settlement Rules) on the Shares in favour of the Sellers which will stay in place until such time as the Purchase Price has been paid in full or an Options has been exercised; and
provide or procure the provision of any other document which is $(c)$ reasonably required by the Sellers to evidence the compliance with this clause 4.3.

5 Payment

Payment of the Initial Purchase Price $5.1$

On the Payment Date the Purchaser will pay (or procure payment of) one half of the Initial Purchase Price to each Seller.

$5.2$ Payment of the Balance of the Purchase Price

The Purchaser will pay (or procure payment of) one half of the Balance of the Purchase Price to each Seller on the second anniversary of the Payment Date, or such earlier date determined under clause 5.3.

Early payment of Balance of Purchase Price 5.3

If, at any time during the period commencing on the date of this $(a)$ agreement and ending on the first anniversary of the Payment Date the VWA Price is \$1.80 or more, the Purchaser will make the payment under clause 5.2 on the Business Day after the first anniversary of the Payment Date.
$(b)$ If, at any time during the period commencing on the day after the first anniversary of the Payment Date and ending on the second anniversary of the Payment Date, the VWA Price is \$1.80 or more, if the Purchaser has not made payment under clause 5.2 at that time the Purchaser will make payment under clause 5.2 on the 20th Business Day after the end of the 90 day period used to calculate that VWA Price.

Payment of Purchase Price 5.4

The Initial Purchase Price and the Balance of the Purchase Price will be paid by telegraphic transfer to the bank account nominated by the Sellers (or by such other method agreed with the Sellers).

5.5 Security for the Balance of the Purchase Price

The Purchaser undertakes to the Sellers that it will procure that the Company grants to the Sellers a fixed and floating charge over the property and assets of the Company to secure the Balance of the Purchase Price ranking after any securities granted by the Company to the third party financiers provided that:

the third party financiers of the Company consent to the Company $(a)$ granting the fixed and floating charge and in this respect, the Purchaser agrees to use its reasonable endeavours to procure the consent of the third party financiers; and
$(b)$ with respect to the fixed and floating charge, the Company's shareholders approve the provision of financial assistance by the Company in accordance with section 260B of the Act.

5.6 Options exercised

If any Option is exercised under Part 3, the Purchaser will not be required to make payment under this clause 5, but will be required to comply with clause $12.1(a)$ .

Part 3 - Options

Options Conditions Precedent 6

Conditions Precedent to Options $6.1$

The Options may be exercised if, and only if, one of the following occurs:

(Initial Purchase Price) STR fails to pay the Initial Purchase Price in $(a)$ accordance with clause 5.1; or
(Scheme not approved) a meeting of the shareholders of the $(b)$ Purchaser is held for the purposes of $s$ 411(4)(a)(ii) of the Act, and the shareholders of the Purchaser do not approve the resolutions proposed at that meeting for the purposes of giving effect to the Scheme in accordance with the requirements of $s$ 411(4)(a)(ii) of the Act; or
(Court Order) a hearing of the court is held for the purposes of s $(c)$ $411(4)(b)$ of the Act, and the Court Order is not made.

$6.2$ Waiver

Neither the Seller nor the Purchaser is entitled to waive any of the conditions in clause 6.1.

$\overline{7}$ Grant of Options

$7.1$ Call Option

The Purchaser grants to each Seller an irrevocable option for each Seller to purchase the Option Shares for the Option Price, subject to the terms and conditions of this agreement.

$7.2$ Put Option

医血管

Each Seller grants to the Purchaser an irrevocable option for the Purchaser to sell to each Seller the Option Shares for the Option Price, subject to the terms and conditions of this agreement.

فسنقذها

No interference 7.3

The parties agree that they will not do any act, matter or thing which is inconsistent with the grant of an Option under this clause.

Duration of Call Option 8

The Options expire at 4.00 pm on the day which is 60 Business Days after the TCI Shareholders Meeting.

9 Exercise of Option

If the Sellers want to exercise the Call Option, each Seller must $(a)$ deliver to the Purchaser a Call Option Exercise Notice duly executed by or on behalf of each Seller.
If the Purchaser wants to exercise the Put Option, the Purchaser must $(b)$ deliver to the Sellers a Put Option Exercise Notice duly executed by or on behalf of the Purchaser.

10 Terms of transfer of Option Shares

$10.1$ Effect of exercise of Options

Upon exercise, the Options give rise to a legally binding agreement for the sale and transfer by the Purchaser, and the purchase by the Sellers, of the Option Shares on the terms and conditions specified in Part 3 of this agreement.

$10.2$ Shares free from Encumbrance

The Option Shares must be transferred free from any Encumbrance and with all rights attached or accruing to the Option Shares on and from Closing.

$10.3$ Title and property

Each party acknowledges and agrees that full legal and beneficial title to, and property in, the Option Shares:

remains solely with the Purchaser until Closing; and $(a)$
$(b)$ transfers absolutely to the each Seller with effect on and from Closing.

10.4 Invalid exercise

The purported exercise of the Call Option under an invalid Call $(a)$ Option Exercise Notice does not prevent the Sellers from exercising the Call Option under a valid Call Option Exercise Notice.
$(b)$ The purported exercise of the Put Option under an invalid Put Option Exercise Notice does not prevent the Purchaser from exercising the Put Option under a valid Put Option Exercise Notice.

For the avoidance of doubt, Closing of the sale and purchase of the $\left( \mathrm{c} \right)$ Option Shares may occur after the expiration of the Options.

10.5 Exercise of an Option must not breach a law

If the exercise of an Option will contravene a law or an ASX Listing Rule, then the provisions of the Option will be varied so as to permit the Option to be exercised in a manner or at a time that will not give rise to a contravention.

$11$ Closing

Unconditional obligation to Close $11.1$

Closing will not be subject to any conditions, except as specified in clause $11.2(b)$ .

$11.2$ FIRB

The Seller will make any notice or application required, and will use $(a)$ its reasonable endeavours, to procure and ensure that one of the following occurs as soon as reasonably possible after the date on which an Option is exercised:
$\ddot{\Omega}$ the Treasurer (or his delegate) provides written advice with or without conditions that there are no objections under Australia's foreign investment policy to the proposed acquisition by the Sellers of the Option Shares; or
following notice of the proposed acquisition of the Option $(ii)$ Shares having been given by the Sellers to the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cwlth), the Treasurer ceases to be empowered to make any order under Part II of that Act because of lapse of time,
Closing will be conditional on one of the matters specified in sub- $(b)$ paragraphs $(a)(i)$ and $(a)(ii)$ occurring.

$11.3$ Time and place of Closing

Closing will take place at the Purchaser's offices in Melbourne, Australia at 12 noon on the Closing Date, or such other time and place agreed by the parties.

Items to be delivered at Closing $11.4$

At Closing, the Purchaser will:

take any action and steps and execute any documents required to (a) effect the transfer of the Option Shares to each Seller in accordance with this agreement, including, without limitation:
$(i)$ giving or providing any messages or instructions required to transfer the Option Shares to each Seller as an off-market, real time, transfer in accordance with the ASTC Settlement

Rules and to a sub-register (whether CHESS or Issuer Sponsor) notified by the Sellers to the Purchaser; and

giving or providing any message any other instructions in (ii) relation to the Option Shares to the Purchaser's Controlling Participant or any other person which is necessary to transfer the Option Shares to each Seller:
provide evidence reasonably satisfactory to each Seller that the steps $(b)$ required under paragraph (a) have been taken by the Purchaser, and that each Seller has been registered as the holder of the Option Shares (including, without limitation, a CHESS statement bearing the name of each Seller as the registered holder of the Option Shares); and
provide or procure the provision of any other document, action nor $(c)$ step which is reasonably required by the Purchaser to effect and evidence the transfer of the Option Shares from the Purchaser to each Seller.

$12$ Payment

$12.1$ Consideration

At Closing:

the Purchaser will furnish each Seller with a promissory note by way $(a)$ of satisfaction of the Purchase Price under clauses 5.1 and 5.2 (whereupon no further payment is required by the Purchaser for the Shares); and
$(b)$ each Seller will return the promissory note furnished under paragraph (a) to the Purchaser by way of satisfaction of the Option Price (whereupon no further payment is required by the Sellers for the Option Shares).

$12.2$ Acknowledgment

Each Seller and the Purchaser acknowledge that upon receipt of the promissory notes as contemplated by clause 12.1, neither party will have any further claim against the other in respect of the notes.

Part 4 - General

13 Power of attorney

$13.1$ Appointment

र हा गावा

Subject to satisfaction of the Condition Precedent, each Seller irrevocably appoints the Purchaser (or its nominee) to be his or her attorney from the Effective Date until the date which is the later of 60 calendar days after the Completion Date or the Quit Date (as the case may be) for the purpose of effecting and perfecting the obligations of the Sellers as contemplated by this agreement (including, without limitation, the Completion obligations under clause 4 and the Closing obligations under clause 11.

$\mathcal{C} \in \mathbb{R}^m$

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Specific powers $13.2$

Each Seller authorises the Purchaser to do in the name of that Seller and on his or her behalf everything necessary or expedient to:

transfer the Shares to the Purchaser or the Option Shares to the $(a)$ Sellers, in accordance with this agreement; and
do any other act or thing which is necessary to effect the sale and $(b)$ transfer of the Shares to the Purchaser or the sale and transfer of the Option Shares to the Sellers (including, without limitation, execution of share transfer documentation) as contemplated by this agreement.

Ratification and confirmation $13.3$

Each Seller declares that all acts and things done by the Purchaser in exercising powers under this power of attorney will be as good and valid as if they had been done by that Seller and agrees to ratify and confirm whatever the Purchaser does in exercising powers under this power of attorney.

Valuable consideration $13.4$

Each Seller declares that this power of attorney is given for valuable consideration and is irrevocable from the Effective Date. The Purchaser is expressly authorised to do any act as a result of which a benefit is conferred on it.

14 Pro Rata Offer

The Sellers agree to sell the Pro Rata Offer Shares for which they receive acceptances under the Pro Rata Offer.

15 No restriction on control of voting and disposal

This agreement does not:

confer any control over, or power to substantially influence, the $(a)$ exercise of a voting right attached to the Shares; or
restrict disposal of the Shares at any time by the Sellers for a period $(b)$ of more than 3 months after the date of this agreement.

Nothing in paragraph (b) relieves the Sellers from their respective obligations to transfer the Shares to the Purchaser under Part 2 upon satisfaction of the Condition Precedent.

16 Warranties

Seller Warranties 16.1

Each Seller represents and warrants to the Purchaser that each of the following statements is true and accurate as at the Effective Date and as at the Completion Date:

the Seller is the registered holder and beneficial owner of his or her $(a)$ Shares;
there are no Encumbrances over or affecting the Shares; $(b)$
the Shares are registered on the CHESS sub-register of the Company; $(c)$ and
the entry into and performance of this agreement by the Seller does $(d)$ not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement. undertaking or other instrument, by which each Seller is bound.

16.2 Purchaser Warranties

The Purchaser represents and warrants to the Sellers that each of the following statements is true and accurate as at the Effective Date and as at the Completion Date:

the Purchaser has full power and authority to enter into this $(a)$ agreement in accordance with its terms and has taken all necessary action and obtained all necessary consents to authorise the execution, delivery and performance of this agreement in accordance with its terms; and
this agreement constitutes a legally valid and binding obligation of (b) the Purchaser and is enforceable in accordance with its terms.

16.3 No further warranties

The Purchaser acknowledges and agrees that:

the Sellers give no representation or warranty in relation to the $(a)$ Company (including without limitation the business or financial position of the Company); and
$(b)$ without limiting paragraph (a), the Purchaser has relied on its own enquiries in relation to the Company (including without limitation the business or financial position of the Company) before entering into this agreement (and, in particular, has not relied on any representation or warranty given by the Sellers).

17 Notices

$17.1$ Form of notices

A notice, approval, consent, or other communication in connection with this agreement:

(a) must be in writing;
must be marked for the attention of the person specified in the $(b)$ Details; and

must be left at the address of the addressee or, except where it is $(c)$ required to be delivered, sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in the Details or if the addressee notifies another address or facsimile number then to that address or facsimile number.

$17.2$ Time of receipt

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

$17.3$ Letter or facsimile

A letter or facsimile is taken to be received:

$(a)$ in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) day after posting; and
$(b)$ in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

18 Miscellaneous

18.1 Waiver and variation

A provision of or a right created under this agreement may not be waived or varied except in writing, signed by the party or parties to be bound.

18.2 Remedies cumulative

The rights, powers and remedies provided in this agreement are in addition to other powers or remedies given by law independently of this agreement.

18.3 No merger

The warranties, undertakings and indemnities in this agreement do not merge on Completion.

18.4 Counterparts

This agreement may consist of a number of copies of this agreement each signed by one or more parties to the agreement. When taken together, the signed copies are treated as making up the one document.

18.5 No partnership or agency

Nothing in this agreement makes a party a partner, agent or legal representative of any other party.

18.6 More than one seller

If "Seller" comprises more than one person, then:

(references to "Seller" and "Shares") references to the "Seller" $(a)$ mean each of those persons and references to "Shares" means, in relation to each person, the shares in the Company determined in accordance with the definition of "Shares":
(simultaneous completion) the Purchaser is not obliged to Complete $(b)$ or Close unless each Seller Completes or Closes (as the case may be) simultaneously:
(waiver of pre-emption rights) each Seller waives in favour of the $(c)$ Purchaser any pre-emption or other rights which it has now or might otherwise have in respect of any of the Shares held by each other Seller:
(liability) the liability of each Seller under this agreement is joint and $(d)$ several; and
(payments) any payment to be made by the Purchaser to the Seller $(e)$ will be paid to each Seller in equal proportions.

18.7 Costs

The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this agreement and other related documentation except for stamp duty.

19 Governing law and jurisdiction

19.1 Governing law

This agreement and the transactions contemplated by this agreement are governed by the law in force in New South Wales, Australia.

19.2 Jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this agreement, or the transactions contemplated by this agreement. Each party waives any right it has to object to an action being brought in those courts, including, without limitation by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

20 Interpretation

$20.1$ Definitions

These meanings apply unless the contrary intention appears.

Accounting Standards has the meaning given to that term in section 9 of the Act.

Act means the Corporations Act 2001 (Cwith).

ASTC means ASX Settlement and transfer Corporation Pty Ltd (ABN 49 008) 504 532).

ASTC Settlement Rules means the operating rules of the Settlement Facility provided by ASTC and for the purposes of this deed includes the Procedures.

ASX means Australian Stock Exchange Limited or the market conducted by that entity.

Balance of the Purchase Price means \$10,000,000.00.

Business Day means a day other than a Saturday, Sunday or public holiday.

Call Option means the option granted by the Purchaser to each Seller under clause 7.1.

Call Option Exercise Notice means a written notice exercising the Call Option in the form of annexure "A"

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfers.

Claim includes any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Closing means completion of the sale and purchase of the Option Shares to be transferred from the Purchaser to each Seller in accordance with clauses 11 and 12 and Close has a corresponding meaning.

Closing Date means the date which is 2 Business Days after the date on which the Purchaser or the Sellers (as the case may be) exercise an Option, or (if later), the date on which the condition to Closing specified in clause $11.2(b)$ is satisfied, or any other date agreed by the parties.

Company means Total Communications Infrastructure Limited (ACN 072 369 870).

Completion means the transfer of the Shares from each Seller to the Purchaser pursuant to clause 2.1 and in accordance with clause 4 and Complete has a corresponding meaning.

Completion Date means the date of the TCI Shareholders Meeting, or any other date agreed between the parties.

Condition Precedent means the condition precedent set out in clause 1.

Control has the meaning given in section 50AA of the Act.

Controlling Participant means the broker or non-broker participant who is designated as the controlling participant for the Shares in accordance with the ASTC Settlement Rules.

Court means a court of competent jurisdiction under the Act.

Court Order means an order of either the Federal Court of Australia or the Supreme Court of Victoria, made under section $411(4)(b)$ of the Act in relation to the Scheme.

Effective, when used in relation to the Scheme, means the coming into effect, pursuant to section 411(10) of the Act, of the Court Order, but in any event at no time before office copies of the orders of the Court are lodged with the Commission.

Effective Date means the date on which the Condition Precedent is satisfied.

Encumbrance means an interest or power:

$(a)$ reserved in or over any interest in any asset including, without limitation, any retention of title; or
created or otherwise arising in or over any interest in any asset under $(b)$ a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and any interest, right or power arising from any option, equity, preferential interest, adverse interest or third party claim or right of any kind and whether existing or agreed to be granted or created.

Government Agency means any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Initial Purchase Price equals:

$((40,324,308 + A-B) \times $1.0137)$ - \$10 million

Where:

A is the Pro Rata Offer Balance.

B is the total number of TCI Shares acquired by the Purchaser from the Sellers under the Option Deed.

Issuer Sponsored Subregister has the meaning given to that term in the ASTC Settlement Rules.

Liability means any liability or obligation (whether actual, contingent or prospective), including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred.

Material Adverse Change means a matter, event or circumstance which either individually or when aggregated with other like matters, events or circumstances, is reasonably likely to have one of the following effects:

to diminish earnings before interest and taxation of the Company $\left( a\right)$ (calculated on the basis of the Accounting Standards) in the current or any future financial year by 10% or more; or

$\mathbf{r}$

to diminish the net assets of the Company (calculated on the basis of $(b)$ the Accounting Standards) by 10% or more.

Merger Implementation Agreement means the agreement of that name dated on or about the date of this agreement, between STR and the Company.

Option means the Put Option and the Call Option.

Option Deed means the deed of that name between the parties dated on or about the date of this agreement.

Option Shares means, in circumstances where an Option is exercised, the Shares.

Option Price means an amount equal to the Purchase Price.

Payment Date means:

if the Court approves the Scheme under section $411(4)(b)$ of the Act, (a) the day following the Second Court Date (as that term is defined in the Merger Implementation Agreement); or
if the circumstances described in clause $6.1(b)$ or (c) arise, the date $(b)$ which is 61 Business Day after the TCI Shareholders Meeting.

Person means an individual or an entity, including a corporation, company, limited liability company, partnership, trust, association, Government Agency or any other body with legal personality separate from its equity holders or members.

Pro Rata Offer means the offer to sell the Pro Rata Offer Shares to TCI Shareholders (other than the Sellers) to be made by or on behalf of the Sellers on the following terms:

the offer will be made on a pro rata basis by reference to existing $(a)$ shareholdings of TCI Shareholders at the time the offer is made;
the offer price will be \$0.87 (ex dividend) per Pro Rata Share; and (b)
the transfer of any Pro Rata Offer Shares will be conditional on the (c) Scheme becoming Effective.

Pro Rata Offer Balance means the total number of Pro Rata Offer Shares, less the sum of:

$(a)$ the number of Pro Rata Offer Shares in respect of which the Sellers, on or before the time the Pro Rata Offer closes, have received acceptances from TCI Shareholders under the Pro Rata Offer; and
the number of Pro Rata Offer Shares to be acquired by any $(b)$ underwriter of the Pro Rata Offer.

Pro Rata Offer Shares means, in respect of each Seller, 4.5 million TCI Shares, and, in respect of both Sellers, means 9 million TCI Shares.

Procedures has the meaning given to that term in the ASTC Settlement Rules.

Purchaser means Service Stream Ltd, as described in the Details.

Purchase Price means the consideration payable by the Purchaser for the Shares, as set out in clause 5.

Put Option means the option granted by each Seller to the Purchaser under clause 7.2.

Put Option Exercise Notice means a written notice exercising the Put Option in the form of annexure "B".

Ouit Date means 31 December 2006.

Related Body Corporate has the meaning given in the Act.

Related Entity has the meaning given in the Act.

Scheme means the scheme of arrangement under Part 5.1 of the Act between the Purchaser and the Purchaser's shareholders and the holders of options in the Purchaser as described in the Merger Implementation Agreement.

Second Court Date means the day on which the Court makes an order pursuant to Section $411(4)(b)$ of the Act approving the Scheme.

Settlement Facility means the facility provided by ASTC as the holder of an Australian CS facility licence granted under the Act.

Share Mortgage means an equitable mortgage by the Purchaser in favour of each Seller in respect of the Shares substantially in the form of annexure C, or any other form agreed between the parties.

Shares means, in respect of each Seller, the number of TCI Shares which is equal to:

$(40,324,308 + A-B)/2$

Where:

A is the Pro Rata Offer Balance.

B is the total number of TCI Shares acquired by the Purchaser from the Sellers under the Option Deed.

Seller means each of Samantha Alexandra Grant and James Julian Cooney as described in the Details and Sellers means both of them.

TCI Share means a fully paid ordinary share in the capital of the Company.

TCI Shareholders Meeting means the general meeting of the Company at which the shareholders of the Company vote on a resolution to approve the sale of the Shares under this agreement.

VWA Price means the volume weighted average price for TCI Shares on the ASX automated trading system with the average being calculated over a consecutive 90 day period.

References to certain general terms 20.2

Unless the contrary intention appears a reference in this agreement to:

(reference to clause) a clause, schedule, annexure or appendix is a $(a)$ reference to a clause of or schedule, annexure or appendix to this agreement and references to this agreement include any recital. schedule, annexure or appendix;
$(b)$ (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
(singular includes plural) the singular includes the plural and vice $(c)$ versa:
$(d)$ (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency, or any combination of any of the foregoing; and
$(e)$ (executors, administrators, successors) person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

20.3 Headings

Headings are for convenience and do not affect the interpretation of this agreement.

EXECUTED as an agreement

Signing page

DATED:

Name of director (block letters)

Name of director/company secretary* (block letters) *delete whichever is not applicable

Share Purchase Agreement 27 July 2006

Annexure A (clause 9(a))

Notice of Exercise of Call Option

Service Stream Ltd (ABN 58 008 027 978) ("Purchaser") TO:

Samantha Alexandra Grant and James Julian Cooney ("Sellers") each exercise the Call Option granted by the Purchaser to each Seller under clause 7.1 of the Share Purchase Agreement dated on or about 27 July 2006 between the Purchaser and the Sellers, on the terms and conditions set out in the Share Purchase Agreement.

Terms which have been defined in the Share Purchase Agreement have the same meaning when used in this notice.

finsert date] Dated:

SIGNED by SAMANTHA
ALEXANDRA GRANT in the
presence of:



Signature of witness

	Signature of SAMANTHA
Name of witness (block letters)	ALEXANDRA GRANT
SIGNED by JAMES JULIAN
COONEY in the presence of:




Signature of witness


Name of witness (block letters)	Signature of JAMES JULIAN
	COONEY

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Annexure B (clause 9(b))

Notice of Exercise of Put Option

TO: Samantha Alexandra Grant and James Julian Cooney ("Sellers")

Service Stream Ltd (ABN 58 008 027 978) ("Purchaser") exercises the Put Option granted by each Seller to the Purchaser under clause 7.2 of the Share Purchase Agreement dated on or about 27 July 2006 between the Purchaser and the Sellers, on the terms and conditions set out in the Share Purchase Agreement.

Terms which have been defined in the Share Purchase Agreement have the same meaning when used in this notice.

Dated: finsert date]

EXECUTED by SERVICE STREAM LTD in accordance with section $127(1)$ of the Corporations
Act 2001 (Cwlth) by authority of its
directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

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Annexure C - Share Mortgage

See attached.

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MALLESONS STEPHEN JAQUES

Equitable Mortgage of Shares

Dated

Service Stream Ltd ABN 58 008 027 978 ("Mortgagor") James Julian Cooney and Samantha Alexandra Grant (together "Mortgagees")

للبستة لحام

Mallesons Stephen Jaques

Level 50 Bourke Place 600 Bourke Street Melbourne Vic 3000 Australia T +61 3 9643 4000 F +61 3 9643 5999 DX 101 Melbourne www.mallesons.com

Taken Construction

مسور المستحدثات سالم بعادة

Equitable Mortgage of Shares Contents

		1
Details	General terms
		$\boldsymbol{2}$
1	interpretation	2
1.1	Terms defined in the Share Purchase Agreement	$\overline{2}$
1.2	Definitions	5
1.3	Settlement Rules	5
1.4	References to certain general terms Number	6
1.5 1.6	Headings	6
$\mathbf{2}$	Mortgagor must pay the Secured Money	7
3	Mortgage	7
3.1	Mortgage	7
3.2	Mandatory action	7 7
3.3	Consideration	$\overline{7}$
3.4	Limited recourse
4	Obligations to deposit documents and give notices	8
4.1	Obligations at signing of mortgage	8
4.2	Conversion of Uncertificated Shares to Certificated Shares	8
5	Dealings - such as selling or mortgaging	8
5.1	Restricted dealings	8
5.2	Where the law allows for creation of Encumbrance without consent	9
6	Other Encumbrances	9
6.1	Priority agreement	9 9
6.2	Amount secured by other Encumbrance	9
6.3	Obligations under other Encumbrance Mortgagee may rely on third party certificates	10
6.4 6.5	Prospective liability	10
7	Dividends and votes	10
7.1	Before an Event of Default	10
7.2	After an Event of Default	10
7.3	No obligation on Mortgagee	10
8	Maintaining the Secured Property	11
9	Representations and warranties	12
9.1	Representations and warranties	12
9.2	Repetition of representations and warranties	13 13
9.3	Reliance

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10	Payments	13
10.1	Manner of payment	13
10.2	Currency of payment	13
11	Interest	14
11.1	Obligation to pay	14
11.2	Rate of interest	14
11.3	Compounding	14 14
11.4	Interest following judgment
12	Costs and indemnities	14
12.1	What the Mortgagor agrees to pay	14 15
12.2	Indemnity Items included in loss, liability and Costs	15
12.3 12.4	Payment of third party losses	16
12.5	Currency conversion on judgment debt	16
12.6	Payment for Mortgagor's obligations	16
13	Application of payments	16
13.1	Application of money	16
13.2	Order of payment	17 17
13.3	Suspense account Remaining money	17
13.4 13.5	Credit from date of receipt	17
14	Administrative matters	17
14.1	Deposit of documents	17
14.2	Registration of mortgage	17
14.3	Further steps	17 18
14.4 14.5	Authority to fill in blanks Supply of information	18
15	Rights the Mortgagee may exercise at any time	18
15.1	Authority to deal	18
15.2	Right to rectify	18
16	Default	19
16.1	Events of Default	19
16.2	Ensure no default	21 21
16.3	Investigation of default Mortgagee's powers on default	21
16.4 16.5	Order of enforcement	21
17	Exclusion of time periods	21
17.1	No notice required unless mandatory	21
17.2	Mandatory notice period	22
18	Receivers	22
18.1	Terms of appointment of Receiver	22
18.2	More than one Receiver	22 22
18.3	Receiver is Mortgagor's agent	22
18.4	Receiver's powers

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Contains the community of three

19	Disposal of the Secured Property is final	23
20	Power of attorney	23
20.1	Appointment	23
20,2	Powers	23
21	Reinstatement of rights	24
22	Notices and other communications	24
22.1	Form - all communications	24
22.2	Form - communications sent by email	24
22.3	Delivery	24
22.4	When effective	25
22.5	When taken to be received	25
23	General	25
23.1	Prompt performance	25
23.2	Consents	25
23.3	Certificates	25
23.4	Set-off	26
23.5	Discretion in exercising rights	26
23.6	Partial exercising of rights	26
23.7	No liability for loss	26
23.8	Conflict of interest	26 26
23.9	Remedies cumulative	26
23.10	Other Encumbrances or judgments	27
23.11	Continuing security	27
23.12	Indemnities	27
23.13	Rights and obligations are unaffected	27
23.14	Inconsistent law	27
23.15	Superannuation legislation	27
23.16	Supervening legislation	27
23.17	Time of the essence	27
23.18	Variation and waiver	28
23.19	Confidentiality	28
23.20	Receipts	28
23.21	Each signatory bound	28
23.22	Counterparts	29
23.23 23.24	Governing law Serving documents	29
	Signing page	30

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Equitable Mortgage of Shares

Details

Parties	Mortgagor and Mortgagee
Mortgagor	Name	Service Stream Limited
	ABN	58 008 027 978
	Incorporated in	Commonwealth of Australia
	Address	Level 12 555 Lonsdale Street Melbourne VIC 8001
	Telephone	$(03)$ 9677 8888
	Fax	$(03)$ 9677 8800
	Attention	Chief Executive Officer
Mortgagees	Name	James Julian Cooney
	Address	[insert]
	Telephone	[insert]
Mortgagees	Name	Samantha Alexandra Grant
	Address	[insert]
	Telephone	[insert]
Date of mortgage	See Signing page

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Equitable Mortgage of Shares

General terms

Interpretation 1

Terms defined in the Share Purchase Agreement $1.1$

A term which has a defined meaning in the Share Purchase Agreement has the same meaning when used in this mortgage unless it is expressly defined in this mortgage, in which case the meaning in this mortgage applies.

$1.2$ Definitions

These meanings apply unless the contrary intention appears:

Attorney means each attorney appointed by the Mortgagor under clause 20 ("Power of attorney").

Authorised Officer means:

in the case of the Mortgagee, a director or secretary, or an officer $(a)$ whose title contains the word "director", "chief", "head", "president" or "manager" or a person performing the functions of any of them, or any other person appointed by the Mortgagee as an Authorised Officer for the purposes of this mortgage; and
in the case of the Mortgagor (if the Mortgagor is a company), a $(b)$ director or secretary or any other person appointed by the Mortgagor to act as an Authorised Officer for the purposes of this mortgage.

Certificate means the certificate which evidences title to a Share.

Certificated Share means a Share forming part of the Secured Property, title to which is evidenced by a Certificate.

Controller has the meaning it has in the Corporations Act.

Controlling Participant means the Mortgagee in its capacity as controlling participant of all Secured Property that is an Approved Financial Product under the Settlement Rules, or such other controlling participant who has entered into the Sponsorship Agreement.

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Details means the section of this mortgage headed "Details".

Encumbrance means any:

security for the payment of money or performance of obligations, $(a)$ including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement; or
right, interest or arrangement which has the effect of giving another $(b)$ person a preference, priority or advantage over creditors including any right of set-off; or
third party right or interest or any right arising as a consequence of $(c)$ the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Event of Default means an event so described in clause 16.1 ("Events of Default").

A person is Insolvent if:

it is (or states that it is) an insolvent under administration or insolvent $(a)$ (each as defined in the Corporations Act); or
it is in liquidation, in provisional liquidation, under administration or $(b)$ wound up or has had a Controller appointed to its property; or
it is subject to any arrangement, assignment, moratorium or $(c)$ composition, protected from creditors under any statute, or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Mortgagee); or
an application or order has been made (and, in the case of an $(d)$ application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or
it is taken (under section 459F(l) of the Corporations Act) to have $(e)$ failed to comply with a statutory demand; or
it is the subject of an event described in section 459C(2)(b) or section $(f)$ 585 of the Corporations Act (or it makes a statement from which the Mortgagee reasonably deduces it is so subject); or
it is otherwise unable to pay its debts when they fall due; or $(g)$
something having a substantially similar effect to (a) to (g) happens $(h)$ in connection with that person under the law of any jurisdiction.

Issuer means a corporation which has issued Shares included in the Secured Property.

Material Adverse Effect means a material adverse effect on:

the Mortgagor's ability to comply with its obligations under this $(a)$ mortgage; or
the value of the Secured Property; or $(b)$
the Mortgagee's rights under a Transaction Document; or $(c)$
the business or financial condition of the Mortgagor. $(d)$

Mortgagee means the person or persons so described in the Details.

Mortgagor means the person or persons so described in the Details. If there are more than one, the Mortgagor means each of them individually and every two or more of them jointly.

New Rights means the Mortgagor's interest in all dividends in connection with the Present Security.

Permitted Encumbrance means any pre-existing mortgage, charge or other security over the property and assets of the Mortgagor and includes any new mortgage, charge or other security.

Potential Event of Default means an event which, with the giving of notice, lapse of time or fulfilment of any condition, would be likely to become an Event of Default.

Present Security means the Mortgagor's interest in the following Shares:

Issuer	Identification number	Quantity	Class
#insert name#	#insert share certificate no. or if uncertificated, the HIN/PID/SRN/UIC#	#insert#	#insert#
#insert name etc#

Receiver includes a receiver or receiver and manager.

Related Entity has the meaning it has in the Corporations Act.

Secured Money means the Initial Purchase Price payable under the Share Purchase Agreement.

Secured Property means the Present Security and the New Rights.

Security Notice means a notice in the form of schedule 2.

Settlement Rules means the Settlement Rules issued by the ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

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Share Purchase Agreement means an agreement between the Mortgagor and the Mortgagees executed on or about the date of this mortgage.

Sponsorship Agreement means the sponsorship agreement entered into between the Controlling Participant, the Mortgagor (and if the Controlling Participant is not the Mortgagee, the Mortgagee) on terms acceptable to the Mortgagee, and under which the Controlling Participant is the sponsor of all Secured Property that is an Approved Financial Product under the Settlement Rules.

Taxes means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of the Mortgagee.

Transaction Documents means:

this mortgage; $(a)$
the Share Purchase Agreement; and $(b)$
the Sponsorship Agreement. $(c)$

Transfer means a transfer of the Secured Property executed by the Mortgagor as transferor and which, in respect of Secured Property that is an Approved Financial Product under the Settlement Rules:

includes the Holder Identification Number; and $(a)$
is executed by the Controlling Participant. $(b)$

Uncertificated Share means a Share forming part of the Secured Property, title to which is not evidenced by a Certificate.

Settlement Rules $1.3$

All expressions used in this mortgage which are defined or adopted in the Settlement Rules have the meanings given to them or adopted in respect of them in the Settlement Rules, unless the context otherwise requires.

References to certain general terms $1.4$

Unless the contrary intention appears, in this mortgage:

a reference to a group of persons or things is a reference to any two or $(a)$ more of them jointly and to each of them individually;
an agreement, representation or warranty in favour of two or more $(b)$ persons is for the benefit of them jointly and each of them individually;
an agreement, representation or warranty by two or more persons $(c)$ binds them jointly and each of them individually, but an agreement,

representation or warranty by a Mortgagee binds the Mortgagee individually only;

a reference to any thing (including an amount) is a reference to the $(d)$ whole and each part of it;
a reference to a document (including this mortgage) includes any $(e)$ variation or replacement of it;
the word "law" includes common law, principles of equity, and laws $(f)$ made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, reenactments or replacements of any of them);
a reference to accounting standards is a reference to the accounting $(g)$ standards as defined in the Corporations Act and a reference to an accounting term is a reference to that term as it is used in those accounting standards, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
a reference to Australian dollars, dollars, A\$ or \$ is a reference to the $(h)$ lawful currency of Australia;
the word "person" includes an individual, a firm, a body corporate, an $(i)$ unincorporated association and an authority;
a reference to a particular person includes the person's executors, $\circ$ administrators, successors, substitutes (including persons taking by novation) and assigns;
the words "including", "for example" or "such as" when introducing $(k)$ an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
an Event of Default or Potential Event of Default is "continuing" if it $(1)$ has not been waived by, or remedied to the satisfaction of, the Mortgagee;
a reference to the Corporations Act is a reference to the Corporations $(m)$ Act 2001 (Cwlth).

$1.5$ Number

The singular includes the plural and vice versa.

1.6 Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

Mortgagor must pay the Secured Money $\overline{2}$

The Mortgagor agrees to pay the Secured Money in accordance with the terms of any agreement in writing to do so. However, if either:

there is no such agreement; or $\left( a\right)$
an Event of Default is continuing, $(b)$

the Mortgagee may declare at any time by notice to the Mortgagor that the Secured Money is either payable on demand or immediately due for payment.

3 Mortgage

Mortgage $3.1$

The Mortgagor:

mortgages to the Mortgagee the Present Security by way of equitable $(a)$ mortgage; and
mortgages to the Mortgagee the New Rights existing at the date of $(b)$ this mortgage with respect to the Present Security by way of equitable mortgage; and
agrees to mortgage to the Mortgagee, when acquired by the $(c)$ Mortgagor, the New Rights which arise after the date of this mortgage.
for the purpose of securing payment of the Secured Money. $(d)$

The Mortgagor does this as beneficial owner.

Mandatory action $3.2$

To the extent that any law requires that something must be done (such as obtaining consent) before the Mortgagor may validly mortgage any of the Secured Property, the mortgage under clause 3.1 ("Mortgage") only takes effect in relation to that Secured Property when the thing required is done. The Mortgagor agrees to do anything necessary to ensure that it is done.

Consideration $3.3$

The Mortgagor acknowledges giving this mortgage and incurring obligations and giving rights under this deed for valuable consideration received.

Limited recourse $3.4$

The Mortgagor's liability to pay any amount under this mortgage may be discharged from, and the recourse of the Mortgagee is limited to, only the Secured Property. The Mortgagee may not seek to recover any shortfall in the amounts owing to it under this mortgage by bringing proceedings against the Mortgagor or applying to have the Mortgagor wound up.

जनसार जातातात

This applies despite anything else in this mortgage but subject to the rest of this clause 3.4 and clause Error! Reference source not found. ("When the limit does not apply").

The Mortgagee may:

do anything necessary to enforce its rights in connection with the $(a)$ Secured Property; and
take proceedings to obtain: $(b)$
an injunction or other order to restrain any breach of this $(i)$ mortgage by the Mortgagor; or
declaratory relief or other similar judgment or order as to the $(ii)$ obligations of the Mortgagor under this mortgage.

Obligations to deposit documents and give notices 4

Obligations at signing of mortgage 4.1

The Mortgagor agrees to deposit with the Mortgagee or its nominee at the time of the Mortgagor's execution of this mortgage the number of Transfers specified by the Mortgagee of the Present Security with the name of the transferee and the consideration and date left blank.

Conversion of Uncertificated Shares to Certificated Shares $4.2$

If a Certificate is issued at any time after the execution of this mortgage in respect of any Uncertificated Share forming part of the Secured Property, the Mortgagor agrees to immediately deposit with the Mortgagee or its nominee:

that Certificate; and (a)
the number of replacement Transfers specified by the Mortgagee in $(b)$ respect of the Shares evidenced by that Certificate with the name of the transferee and the consideration and date left blank.

Dealings - such as selling or mortgaging 5

Restricted dealings $5.1$

Without the consent of the Mortgagee, the Mortgagor may not, and may not agree to, do any of the following:

dispose of the Secured Property; $\left( a\right)$
create or allow to exist another Encumbrance over the Secured $(b)$ Property. (However, the Mortgagor is not in breach of this clause if an Encumbrance arises by operation of statute to secure an amount payable to an authority and the Mortgagor pays the amount within 14 days of its due date for payment);

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change the Controlling Participant in relation to any Secured Property $(c)$ that is an Approved Financial Product under the Settlement Rules, unless required or permitted under the Sponsorship Agreement;
waive any of the Mortgagor's rights or release any person from its $(d)$ obligations in connection with the Secured Property;
assign or otherwise deal with the Secured Property, this mortgage or $(e)$ any interest in them, or allow any interest in them to arise or be varied: or
take any action that will operate to convert a Certificated Share into $(f)$ an Uncertificated Share.

Where the law allows for creation of Encumbrance without consent $5.2$

If a law entitles the Mortgagor to create another Encumbrance over the Secured Property without the consent of the Mortgagee, this clause 5 does not operate to require the Mortgagor to obtain the Mortgagee's consent before creating that other Encumbrance. However:

if the Mortgagor intends to create another Encumbrance, it agrees to $(a)$ notify the Mortgagee at least seven days before it proposes to do so; and
if the Mortgagee requests an agreement under clause 6.1 ("Priority $(b)$ agreement") and the Mortgagor has not complied with that request by the time the Encumbrance is created, financial accommodation need not be made available under any Transaction Document.

Other Encumbrances 6

Priority agreement $6.1$

If the Mortgagee asks, the Mortgagor agrees to obtain an agreement acceptable to the Mortgagee regulating priority between this mortgage and any other Encumbrance over the Secured Property.

Amount secured by other Encumbrance $6.2$

The Mortgagor agrees to ensure that the amount secured under any other Encumbrance over the Secured Property is not increased without the Mortgagee's consent.

Obligations under other Encumbrance 6.3

The Mortgagor agrees to comply with all obligations under any other Encumbrance over the Secured Property.

Mortgagee may rely on third party certificates 6.4

The Mortgagee may rely on a certificate from any other person with an Encumbrance over the Secured Property as to the amount that is owed to that other person.

Prospective liability 6.5

For the purpose only of fixing priorities under section 282 of the Corporations Act, the prospective liabilities (within the meaning of section 261 of the Corporations Act) secured by this mortgage include the obligations of the Mortgagor to pay or repay the Secured Money including all principal and amounts in the nature of principal, interest and amounts in the nature of interest, fees, Costs, amounts due under indemnities and all other amounts coming within the definition of Secured Money up to \$#insert amount#.

Dividends and votes $\overline{7}$

Before an Event of Default $7.1$

Until an Event of Default occurs or the Secured Property is registered in the Mortgagee's name:

the Mortgagor is entitled to retain all dividends or other income in $(a)$ respect of the Secured Property; and
the Mortgagor may exercise rights to take up further Shares in an $(b)$ Issuer: and
the Mortgagor may exercise any voting power in respect of the $(c)$ Secured Property as it sees fit; and
the Mortgagee may not exercise any voting power in respect of the $(d)$ Secured Property without the Mortgagor's consent.

After an Event of Default $7.2$

If an Event of Default occurs or the Secured Property is registered in the Mortgagee's name, then all rights of the Mortgagor under clause 7.1 ("Before an Event of Default") immediately cease and:

the Mortgagor agrees to procure that all dividends or other income in $(a)$ respect of the Secured Property are paid directly to the Mortgagee; and
the Mortgagee is entitled to exercise the rights referred to in clauses $(b)$ 7.1(b) and 7.1(c) ("Before an Event of Default").

No obligation on Mortgagee $7.3$

The Mortgagee need not:

do anything to obtain payment of any dividends or other income in $\left( a\right)$ respect of the Secured Property; or

vote at any meeting of shareholders of an Issuer; or $(b)$
exercise rights in respect of the Secured Property; or $(c)$
sell the Secured Property, $(d)$

even if it has reason to believe that the value of the Secured Property may fall. The Mortgagee is not responsible for loss as a result of such a failure to act or delay in so acting.

Maintaining the Secured Property 8

The Mortgagor agrees to:

(calls and Taxes) pay on time all amounts for which the Mortgagor $(a)$ is liable as owner of the Secured Property, including calls, instalments and Taxes: and
(details of New Rights) provide to the Mortgagee or its nominee, $(b)$ immediately after becoming aware of the New Rights, particulars of all New Rights and all documentary or other evidence of New Rights; and
(Sponsorship Agreement) if any Secured Property is an Approved $(c)$ Financial Product under the Settlement Rules, ensure that at all times, a Sponsorship Agreement is in force; and
(Holder Record Lock) do everything within its power to remove any $(d)$ Holder Record Lock on the Secured Property; and
(value) not do anything, or permit anything to be done, or fail to do $(e)$ anything, that materially lowers or might materially lower the value of the Secured Property; and
(notices) give the Mortgagee a copy of any notice and, at the $(f)$ Mortgagee's request, any report, given to the shareholders of an Issuer; and
(laws) comply with all laws and requirements of authorities and the $(g)$ Mortgagor's other obligations in connection with the Secured Property to the extent that failure to do so would have, or is likely to have, a Material Adverse Effect; and
(maintain authorisations) obtain, renew on time and comply with $(h)$ the terms of each authorisation necessary to enter into this mortgage, comply with obligations under it and allow it to be enforced; and
(ranking) not to do anything that may result in the Mortgagee's $(i)$ rights ranking in priority behind any claim of the Mortgagor over the Secured Property.

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Representations and warranties 9

Representations and warranties $9.1$

The Mortgagor represents and warrants (except in relation to matters disclosed to the Mortgagee and accepted by the Mortgagee in writing) that:

(owner of the Secured Property) it is the beneficial owner of, and $(a)$ has good title to, the Secured Property free from Encumbrance, other than any Permitted Encumbrance; and
(incorporation and existence) if the Mortgagor is a company, it has $(b)$ been incorporated in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and
(fully paid) the Secured Property is fully paid up; and $(c)$
(all interests in Issuer) it has disclosed to the Mortgagee all of its $(d)$ interest in Shares in the Issuer; and
(power) it has power to enter into this mortgage and comply with its $(e)$ obligations under it; and
(no contravention or exceeding power) this mortgage and the $(f)$ transactions under it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers (or, to the extent applicable, the powers of its directors) to be exceeded; and
(authorisations) it has in full force and effect the authorisations $(g)$ necessary for it to enter into this mortgage, to comply with its obligations and exercise its rights under it and allow it to be enforced; and
(validity of obligations) its obligations under this mortgage are valid $(h)$ and binding and are enforceable against it in accordance with its terms: and
(benefit) it benefits by entering into the Transaction Documents to $(i)$ which it is a party; and
(no benefit to related party) no person has contravened or will $(i)$ contravene section 208 or section 209 of the Corporations Act by entering into this mortgage or participating in any transaction in connection with this mortgage; and
(Event of Default) no Event of Default or Potential Event of Default $(k)$ is continuing; and
(Mortgagee's rights take priority) the Mortgagee's rights rank in $\left($ l priority to any claim of the Mortgagor over the Secured Property; and

(full disclosure) it has disclosed in writing to the Mortgagee all facts $(m)$ relating to the Mortgagor, this mortgage, the Secured Property and all things in connection with them, which are material to the assessment of the nature and amount of the risk undertaken by the Mortgagee in entering into any transaction relating to this mortgage and doing anything in connection with this mortgage or a transaction relating to it.

Repetition of representations and warranties $9.2$

The representations and warranties in this clause 9 are taken to be made (by reference to the then current circumstances):

on each date on which the Mortgagor acquires Secured Property; and $(a)$
on each date on which financial accommodation is provided under $(b)$ the Transaction Documents; and
every three months after the date of this mortgage. $(c)$

Reliance $9.3$

The Mortgagor acknowledges that the Mortgagee has entered into the Transaction Documents to which it is a party in reliance on the representations and warranties in this clause 9.

Payments 10

Manner of payment $10.1$

The Mortgagor agrees to make payments under this mortgage:

in full without set-off or counterclaim, and without any deduction in $(a)$ respect of Taxes unless prohibited by law; and
if the payment relates to the Secured Money, in the currency in which $(b)$ the payment is due, and otherwise in Australian dollars in immediately available funds.

Currency of payment $10.2$

The Mortgagor waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if the Mortgagee receives an amount in a currency other than that in which it is due:

it may convert the amount received into the due currency (even $(a)$ though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and

the Mortgagor satisfies its obligation to pay in the due currency only $(b)$ to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.

11 Interest

$11.1$ Obligation to pay

The Mortgagor agrees to pay interest on any part of the Secured Money which is due for payment but which is not otherwise incurring interest. The interest accrues daily from (and including) the due date up to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

The Mortgagor agrees to pay interest owing under this clause on demand $\mathbb{R}^{n \times n}$ from the Mortgagee.

Rate of interest $11.2$

The rate of interest applying to each daily balance is the 60 day Bank Bill Swap Reference Rate last published on or before that day in The Australian Financial Review (or if no such rate is published, another rate set by the Mortgagee in good faith).

Compounding $11.3$

Interest payable under clause 11.1 ("Obligation to pay") which is not paid when due for payment may be added to the overdue amount by the Mortgagee at intervals which the Mortgagee determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the rate set out in clause 11.2 ("Rate of interest") and in the manner set out in clause 11.1 ("Obligation to pay").

Interest following judgment $11.4$

If a liability becomes merged in a judgment, the Mortgagor agrees to pay the Mortgagee on demand interest on the amount of that liability as an independent obligation. This interest:

accrues daily from (and including) the date the liability becomes due $(a)$ for payment both before and after the judgment up to (but excluding) the date the liability is paid; and
is calculated at the judgment rate or the rate in clause 11.2 ("Rate of $(b)$ interest") (whichever is higher).

Costs and indemnities $12$

What the Mortgagor agrees to pay $12.1$

The Mortgagor agrees to pay or reimburse the Mortgagee on demand for:

the Mortgagee's reasonable Costs in connection with: $(a)$
the negotiation, preparation, execution and registration of, $\ddot{\mathbf{u}}$ and payment of Taxes on, this mortgage; and
the general on-going administration of this mortgage $(ii)$ (including giving and considering consents, waivers, variations, discharges and releases and producing title documents); and
the Mortgagee's and any Receiver's Costs in otherwise acting in $(b)$ connection with this mortgage, such as enforcing or preserving rights (or considering doing so), or doing anything in connection with any enquiry by an authority involving the Mortgagor or any of its Related Entities; and
Taxes and fees (including registration fees) and fines and penalties in $(c)$ respect of any fees paid, or that the Mortgagee reasonably believes are payable, in connection with this mortgage or a payment or receipt or any other transaction contemplated by this mortgage. However, the Mortgagor need not pay a fine or penalty in connection with Taxes or fees to the extent that it has placed the Mortgagee in sufficient cleared funds for the Mortgagee to be able to pay the Taxes or fees by the due date.

The Mortgagee may debit any of these amounts to the Mortgagor's account before asking the Mortgagor to pay.

Indemnity $12.2$

The Mortgagor indemnifies the Mortgagee against any liability or loss arising from, and any Costs incurred in connection with:

an Event of Default; or $(a)$
any person exercising, or attempting to exercise, a right or remedy in $(b)$ connection with this mortgage after an Event of Default; or
the Secured Property or this mortgage; or $(c)$
any indemnity the Mortgagee gives a Controller or administrator of $(d)$ the Mortgagor.

The Mortgagor agrees to pay amounts due under this indemnity on demand from the Mortgagee.

Items included in loss, liability and Costs $12.3$

The Mortgagor agrees that:

the Costs referred to in clause 12.1 ("What the Mortgagor agrees to $(a)$ pay") and clause 16.3 ("Investigation of default"), and the liability or loss or Costs referred to in clause 12.2 ("Indemnity") include legal Costs in accordance with any written agreement as to legal costs

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(whether or not the Mortgagor is a party to that agreement) or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis;

the Costs referred to in clauses 12.1(a) and 12.1(b) ("What the $(b)$ Mortgagor agrees to pay") include those paid, or that the Mortgagee reasonably believes are payable, to persons engaged by the Mortgagee in connection with this mortgage (such as consultants).

Payment of third party losses $12.4$

The Mortgagor agrees to pay the Mortgagee on demand an amount equal to any liability or loss and any Costs of the kind referred to in clause 12.2 ("Indemnity") suffered or incurred by:

any Receiver or Attorney; or $(a)$
any of the Mortgagee's employees, officers, agents, or contractors; or $(b)$
any purchaser of the Secured Property. $(c)$

Currency conversion on judgment debt 12.5

If a judgment, order or proof of debt for an amount in connection with this mortgage is expressed in a currency other than the currency in which the amount is due under this mortgage, then the Mortgagor indemnifies the Mortgagee against:

any difference arising from converting the other currency if the rate $(a)$ of exchange used by the Mortgagee under clause 10.2 ("Currency of payment") for converting currency when it receives a payment in the other currency is less favourable to the Mortgagee than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and
the Costs of conversion. $(b)$

The Mortgagor agrees to pay amounts under this indemnity on demand from the Mortgagee.

Payment for Mortgagor's obligations 12.6

The Mortgagor agrees to pay for anything that it agrees to do under this mortgage.

Application of payments 13

Application of money $13.1$

The Mortgagee must apply money it receives under this mortgage towards paying the Secured Money in accordance with the Transaction Documents unless the Mortgagee is obliged to pay the money to anyone with a prior

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claim. However, if money received represents proceeds of an insurance claim, the Mortgagee may use it to reinstate the Secured Property.

Order of payment $13.2$

The Mortgagee may use money received under this mortgage towards paying any part of the Secured Money the Mortgagee chooses, including by paying a later instalment before an earlier instalment. This applies even if that part only falls due after the Mortgagee gives a notice of demand.

$13.3$ Suspense account

The Mortgagee may place in a suspense account any payment it receives from the Mortgagor for as long as it considers prudent and need not apply it towards satisfying the Secured Money.

Remaining money $13.4$

The Mortgagee agrees to pay any money remaining after the Secured Money is paid either to the Mortgagor (which the Mortgagee may do by paying it into an account in the Mortgagor's name) or to another person entitled to it (such as another person with an Encumbrance over the Secured Property). In doing so, it does not incur any liability to the Mortgagor. The Mortgagee is not required to pay the Mortgagor interest on any money remaining after the Secured Money is paid.

Credit from date of receipt $13.5$

The Mortgagor is only credited with money from the date the Mortgagee actually receives it (including, where the Mortgagee has appointed a Receiver, the date the Receiver pays money to the Mortgagee).

Administrative matters 14

Deposit of documents $14.1$

In addition to the Mortgagor's obligations under clause 4 ("Obligations to deposit documents and give notices") the Mortgagor agrees to deposit with the Mortgagee all other documents the Mortgagee requests relating to the Secured Property. However, the Mortgagor need not deposit them if another person is holding them under a Permitted Encumbrance which has priority over this mortgage.

Registration of mortgage $14.2$

The Mortgagee may register this mortgage at the Mortgagor's expense.

$14.3$ Further steps

The Mortgagor agrees to do anything the Mortgagee asks (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed):

$\alpha$ is a sep-

to provide more effective security over the Secured Property for $(a)$ payment of the Secured Money; or
to enable the Mortgagee to register this mortgage with the priority $(b)$ required by the Mortgagee; or
to enable the Mortgagee to exercise the Mortgagee's rights in $(c)$ connection with the Secured Property; or
to bind the Mortgagor and any other person intended to be bound $(d)$ under this mortgage; or
to enable the Mortgagee to register the power of attorney in clause 20 $(e)$ ("Power of attorney") or a similar power; or
to show whether the Mortgagor is complying with this mortgage. $(f)$

Authority to fill in blanks $14.4$

The Mortgagor agrees that the Mortgagee may fill in any blanks in this mortgage or a document connected with it (such as Corporations Act forms or transfers for the Secured Property).

Supply of information $14.5$

If the Mortgagee asks, the Mortgagor agrees to supply the Mortgagee with any information about or documents affecting:

the Secured Property; or $(a)$
this mortgage. $(b)$

Rights the Mortgagee may exercise at any time 15

Authority to deal 15.1

The Mortgagee may assign or otherwise deal with its rights under this mortgage in any way it considers appropriate. If the Mortgagee does this, the Mortgagor may not claim against any assignee (or any other person who has an interest in this mortgage) any right of set-off or other rights the Mortgagor has against the Mortgagee.

Right to rectify $15.2$

The Mortgagee may do anything which the Mortgagor should have done under this mortgage but which the Mortgagor either has not done or, in the Mortgagee's opinion, has not done properly. If the Mortgagee does so, the Mortgagor agrees to pay the Mortgagee's Costs on demand.

16 Default

Events of Default $16.1$

Each of the following is an Event of Default (whether or not it is within the Mortgagor's power to prevent it):

(non-payment) the Mortgagor does not pay any of the Secured $(a)$ Money on time and in the manner required under any agreement which imposes the obligation to pay it; or
(cross default) any present or future monetary obligations of the $(b)$ Mortgagor or any of its Subsidiaries for amounts totalling more than \$100,000 are not satisfied on time (or by the end of their period of grace) or become prematurely payable.

(In this clause 16.1(b), a "monetary obligation" means a monetary obligation in connection with:

$(i)$ money borrowed or raised; or
any hiring arrangement, redeemable preference share, letter $(ii)$ of credit or financial markets transaction (including a swap, option or futures contract), performance bond or guarantee facility; or
a guarantee or indemnity in connection with any of the things $(iii)$ referred to in clauses $16.1(b)(i)$ or $16.1(b)(ii)$ ; or
(enforcement against assets) distress is levied or a judgment, order $(c)$ or Encumbrance is enforced, or becomes enforceable, against any property of the Mortgagor or any of its Subsidiaries for amounts totalling more than \$200,000; or
(incorrect representation or warranty) a representation or warranty $(d)$ made, or taken to be made, by or for the Mortgagor in connection with any Transaction Document is found to have been incorrect or misleading when made or taken to be made; or
(voidable mortgage) this mortgage or a transaction in connection $(e)$ with it is or becomes (or is claimed to be) wholly or partly void, voidable or unenforceable or does not have (or is claimed not to have) the priority which the Mortgagee intended it to have ("claimed" in this paragraph means claimed by the Mortgagor or any of its Related Entities or anyone on behalf of any of them); or
(Material Adverse Effect) an event occurs which has, or is likely to $(f)$ have (or a series of events occur which, together, have or are likely to have) a Material Adverse Effect; or
(breach of undertaking) an undertaking given to the Mortgagee or $(g)$ its solicitors by the Mortgagor or another person in connection with any Transaction Document is breached or not wholly performed within any period specified in the undertaking or, where no period is

specified and the undertaking is not an ongoing undertaking, within seven days after the date of the undertaking; or

(Encumbrance) the Mortgagor attempts to create an Encumbrance $(h)$ over the Secured Property or allows one to exist or an Encumbrance comes into existence over the Secured Property, otherwise than in accordance with this mortgage; or
(Controller) a Controller is appointed in respect of any property of $(i)$ the Mortgagor or any of its Subsidiaries; or
(appointment of manager) a person is appointed under legislation to $(i)$ investigate or manage any part of the affairs of the Mortgagor or any of its Subsidiaries; or
(delisting) any of the Secured Property ceases to have official $(k)$ quotation on a stock exchange operated by Australian Stock Exchange Limited; or
(order under Corporations Act) an order is made in respect of the $(1)$ Secured Property under section 657D(2), 657E, 659C or Part 9.5 of the Corporations Act or proceedings are commenced under section 659B of the Corporations Act; or
(Issuer Insolvency) an Issuer becomes Insolvent; or $(m)$
(Insolvency) the Mortgagor or any of its Subsidiaries becomes $(n)$ Insolvent; or
(ceasing business) the Mortgagor or any of its Subsidiaries stops $(0)$ payment, ceases to carry on its business or a material part of it, or threatens to do either of those things, except to reconstruct or amalgamate while solvent on terms approved by the Mortgagee; or
(change in group structure) the Mortgagor ceases to be a Subsidiary $(p)$ of the company which is its holding company at the date of this mortgage, or a company ceases to be a Subsidiary of the Mortgagor; or
(reduction of capital) without the consent of the Mortgagee, the $(q)$ Mortgagor or any of its Subsidiaries takes action to reduce its capital or buy back any of its shares or effects a resolution referred to in section 254N(1) of the Corporations Act ("Calls may be limited"); or
(default under other Transaction Document) an event occurs $(r)$ which is called an "event of default" under any Transaction Document other than this mortgage, or any other event occurs which renders enforceable a Transaction Document that comprises an Encumbrance; or
(non-compliance with other obligations) the Mortgagor does not $(s)$ comply with any other obligation under any Transaction Document

and, if the non-compliance can be remedied, does not remedy the non-compliance within seven days.

Ensure no default 16.2

The Mortgagor agrees to ensure that no Event of Default occurs.

Investigation of default 16.3

If the Mortgagee reasonably believes that an Event of Default is, or may be, continuing the Mortgagee may appoint a person to investigate this. The Mortgagor agrees to co-operate with the person and comply with every reasonable request they make. If there is or was an Event of Default, the Mortgagor agrees to pay the Mortgagee all Costs in connection with the investigation.

Mortgagee's powers on default 16.4

If an Event of Default is continuing, the Mortgagee may do one or more of the following in addition to anything else the law allows the Mortgagee to do as mortgagee:

subject to clause 3.4 ("Limited recourse"), sue the Mortgagor for the $(a)$ Secured Money; or
appoint one or more Receivers; or $(b)$
do anything that a Receiver could do under clause 18.4 ("Receiver's $(c)$ powers").

Order of enforcement 16.5

The Mortgagee may enforce this mortgage before it enforces other rights or remedies:

against any other person; or $(a)$
under another document, such as another Encumbrance. $(b)$

If the Mortgagee has more than one Encumbrance, it may enforce them in any order it chooses.

Exclusion of time periods $17$

No notice required unless mandatory $17.1$

Neither the Mortgagee nor any Receiver need give the Mortgagor any notice or demand or allow time to elapse before exercising a right under this mortgage or conferred by law (including a right to sell) unless the notice, demand or lapse of time is required by law and cannot be excluded.

Mandatory notice period $17.2$

If the law requires that a period of notice must be given or a lapse of time must occur or be permitted before a right under this mortgage or conferred by law may be exercised, then:

when a period of notice or lapse of time is mandatory, that period of $(a)$ notice must be given or that lapse of time must occur or be permitted by the Mortgagee; or
when the law provides that a period of notice or lapse of time may be $(b)$ stipulated or fixed by this mortgage, then one day is stipulated and fixed as that period of notice or lapse of time including, if applicable, as the period of notice or lapse of time during which:
an Event of Default must continue before a notice is given or $(i)$ requirement otherwise made for payment of the Secured Money or the observance of other obligations under this mortgage; and
$(ii)$ a notice or request for payment of the Secured Money or the observance of other obligations under this mortgage must remain not complied with before the Mortgagee or a Receiver may exercise rights.

18 Receivers

18.1 Terms of appointment of Receiver

In exercising its power to appoint a Receiver, the Mortgagee may:

appoint a Receiver to all or any part of the Secured Property or its $(a)$ income; and
set a Receiver's remuneration at any figure the Mortgagee determines $(b)$ appropriate, remove a Receiver and appoint a new or additional Receiver.

18.2 More than one Receiver

If the Mortgagee appoints more than one Receiver, the Mortgagee may specify whether they may act individually or jointly.

18.3 Receiver is Mortgagor's agent

Any Receiver appointed under this mortgage is the Mortgagor's agent unless the Mortgagee notifies the Mortgagor that the Receiver is to act as the Mortgagee's agent. The Mortgagor is solely responsible for anything done, or not done, by a Receiver and for the Receiver's remuneration and Costs.

18.4 Receiver's powers

Unless the terms of appointment restrict a Receiver's powers, the Receiver may do one or more of the following:

sell, transfer or otherwise dispose of the Secured Property; $(a)$
obtain registration of the Secured Property in the Mortgagee's or its $(b)$ nominee's name;
do everything necessary to enable the Mortgagee or its nominee to $(c)$ receive any New Rights;
do anything else the law allows an owner or a Receiver of the $(d)$ Secured Property to do.

19 Disposal of the Secured Property is final

The Mortgagor agrees that if the Mortgagee or a Receiver sells or otherwise disposes of the Secured Property:

the Mortgagor will not challenge the acquirer's right to acquire the $(a)$ Secured Property (including on the ground that the Mortgagee or the Receiver was not entitled to dispose of the Secured Property or that the Mortgagor did not receive notice of the intended disposal) and the Mortgagor will not seek to reclaim that property; and
the person who acquires the Secured Property need not check $(b)$ whether the Mortgagee or the Receiver has the right to dispose of the Secured Property or whether the Mortgagee or the Receiver exercises that right properly.

20 Power of attorney

20.1 Appointment

The Mortgagor irrevocably appoints the Mortgagee, each Authorised Officer of the Mortgagee, and each Receiver individually as the Mortgagor's attorney and agrees to ratify anything an Attorney does under clause 20.2 ("Powers").

20.2 Powers

If an Event of Default is continuing, or the Mortgagee reasonably believes that an Event of Default may have occurred, an Attorney may:

do anything which the Mortgagor can lawfully authorise an attorney $\left( a\right)$ to do in connection with this mortgage, the Secured Property, or which the Attorney believes is expedient to give effect to any of the Mortgagee's or a Receiver's rights (these things may be done in the Mortgagor's name or the Attorney's name, and they include signing and delivering documents, selling or transferring the Secured Property, starting, conducting and defending legal proceedings); and
delegate their powers (including this power) and revoke a delegation; $(b)$ and

exercise their powers even if this involves a conflict of duty or they $(c)$ have a personal interest in doing so.

$21$ Reinstatement of rights

Under law relating to Insolvency, a person may claim that a transaction (including a payment) in connection with the Secured Money is void or voidable. If a claim is made and upheld, conceded or compromised, then:

the Mortgagee is immediately entitled as against the Mortgagor to the $(a)$ rights in respect of the Secured Money to which it was entitled immediately before the transaction; and
on request from the Mortgagee, the Mortgagor agrees to do anything $(b)$ (including signing any document) to restore to the Mortgagee any Encumbrance (including this mortgage) it held from the Mortgagor immediately before the transaction.

The Mortgagor's obligations under this clause are continuing obligations, independent of the Mortgagor's other obligations under this mortgage and continue after this mortgage ends.

Notices and other communications 22

$22.1$ Form - all communications

Unless expressly stated otherwise in this mortgage, all notices, certificates, consents, approvals, waivers and other communications in connection with this mortgage must be in writing, signed by the sender (if an individual) or an Authorised Officer of the sender and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

$22.2$ Form - communications sent by email

Communications sent by email need not be marked for attention in the way stated in clause 22.1 ("Form - all communications"). However, the email must state the first and last name of the sender.

Communications sent by email are taken to be signed by the named sender.

22.3 Delivery

Communications must be:

left at the address set out or referred to in the Details; or $(a)$
sent by prepaid ordinary post (airmail, if appropriate) to the address $(b)$ set out or referred to in the Details; or
$(c)$ sent by fax to the fax number set out or referred to in the Details; or
$(d)$ sent by email to the address set out or referred to in the Details; or

given in any other way permitted by law. $(e^x)$

However, if the intended recipient has notified a changed address or fax number, then communications must be to that address or number.

When effective $22.4$

Communications take effect from the time they are received or taken to be received under clause 22.5 ("When taken to be received") (whichever happens first) unless a later time is specified.

When taken to be received 22.5

Communications are taken to be received:

if sent by post, three days after posting (or seven days after posting if $(a)$ sent from one country to another); or
if sent by fax, at the time shown in the transmission report as the time $(b)$ that the whole fax was sent; or
if sent by email: $(c)$
when the sender receives an automated message confirming $(i)$ delivery; or
$(ii)$ four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered,

whichever happens first.

23 General

23.1 Prompt performance

Subject to clause 23.17 ("Time of the essence"):

if this mortgage specifies when the Mortgagor agrees to perform an $(a)$ obligation, the Mortgagor agrees to perform it by the time specified; and
$(b)$ the Mortgagor agrees to perform all other obligations promptly.

23.2 Consents

The Mortgagor agrees to comply with all conditions in any consent the Mortgagee gives in connection with this mortgage.

23.3 Certificates

The Mortgagee may give the Mortgagor a certificate about an amount payable or other matter in connection with this mortgage. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.

'Set-off $23.4$

If an Event of Default is continuing, the Mortgagee may set off any amount owing by the Mortgagee to the Mortgagor (whether or not due for payment) against any amount due for payment by the Mortgagor to the Mortgagee under this mortgage.

The Mortgagee may do anything necessary to effect any set-off under this clause (including varying the date for payment of any amount owing by the Mortgagee to the Mortgagor and making currency exchanges). This clause applies despite any other agreement between the Mortgagor and the Mortgagee.

23.5 Discretion in exercising rights

The Mortgagee or a Receiver may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this mortgage expressly states otherwise.

Partial exercising of rights 23.6

If the Mortgagee or a Receiver does not exercise a right or remedy fully or at a given time, the Mortgagee or the Receiver may still exercise it later.

No liability for loss 23.7

Neither the Mortgagee nor a Receiver is liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy.

$23.8$ Conflict of interest

The Mortgagee's and any Receiver's rights and remedies under this mortgage may be exercised even if this involves a conflict of duty or the Mortgagee or Receiver has a personal interest in their exercise.

Remedies cumulative 23.9

The rights and remedies of the Mortgagee or a Receiver under this mortgage are in addition to other rights and remedies given by law independently of this mortgage.

23.10 Other Encumbrances or judgments

This mortgage does not merge with or adversely affect, and is not adversely affected by, any of the following:

any Encumbrance or other right or remedy to which the Mortgagee is $(a)$ entitled; or

a judgment which the Mortgagee obtains against the Mortgagor in $(b)$ connection with the Secured Money.

The Mortgagee may still exercise its rights under this mortgage as well as under the judgment, other Encumbrance or the right or remedy.

23.11 Continuing security

This mortgage is a continuing security despite any intervening payment, settlement or other thing until the Mortgagee releases the Secured Property from this mortgage.

23.12 Indemnities

The indemnities in this mortgage are continuing obligations, independent of the Mortgagor's other obligations under this mortgage, and continue after this mortgage ends. It is not necessary for the Mortgagee to incur expense or make payment before enforcing a right of indemnity under this mortgage.

23.13 Rights and obligations are unaffected

Rights given to the Mortgagee or any Receiver under this mortgage and the Mortgagor's liabilities under it are not affected by anything which might otherwise affect them at law.

23.14 Inconsistent law

To the extent permitted by law, this mortgage prevails to the extent it is inconsistent with any law.

23.15 Superannuation legislation

If the Superannuation Industry (Supervision) Act 1993 (Cwlth) prohibits the Mortgagor from mortgaging any of the Secured Property, this mortgage does not extend to that Secured Property.

23.16 Supervening legislation

Any present or future legislation which operates to vary the obligations of the Mortgagor in connection with this mortgage with the result that the Mortgagee's rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

23.17 Time of the essence

Time is of the essence in this mortgage in respect of an obligation of the Mortgagor to pay money.

23.18 Variation and waiver

Unless this mortgage expressly states otherwise, a provision of this mortgage, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

Jane

23.19 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence or contents of any Transaction Document) except:

to any person in connection with an exercise of rights or a dealing $(a)$ with rights or obligations under this mortgage (including preparatory steps such as negotiating with any potential assignee of the Mortgagee's rights or other person who is considering contracting with the Mortgagee or a Receiver in connection with this mortgage); $O_T$
to officers, employees, legal and other advisers and auditors of the $(b)$ Mortgagor, the Mortgagee or a Receiver; or
to any party to this mortgage or any Related Entity of any party to this $(c)$ mortgage, provided the recipient agrees to act consistently with this clause 23.19; or
with the consent of the party who provided the information (such $(d)$ consent not to be unreasonably withheld); or
as allowed by any law or stock exchange. $\left( \text{c} \right)$

Each party consents to disclosures made in accordance with this clause 23.19.

23.20 Receipts

The receipt of a Receiver, the Mortgagee or an Authorised Officer of the Mortgagee releases the person paying money to the Receiver or the Mortgagee in connection with this mortgage from:

liability to enquire whether the Secured Money has become payable; $(a)$ and
liability for the money paid or expressed to be received; and $(b)$
being concerned to see to its application or being answerable or $(c)$ accountable for its loss or misapplication.

23.21 Each signatory bound

This mortgage binds each person who signs as Mortgagor even if another person who was intended to sign does not sign it or is not bound by it.

23.22 Counterparts

This mortgage may consist of a number of copies, each signed by one or more parties to the mortgage. If so, the signed copies are treated as making up the one document.

$\mathbf{R} \cdot \mathbf{M} \mathbf{P} \geq 0$

23.23 Governing law

This mortgage is governed by the law in force in #insert appropriate State or Territory#. The Mortgagor and the Mortgagee submit to the non-exclusive jurisdiction of the courts of that place.

23.24 Serving documents

Without preventing any other method of service any document in a court action may be served on a party by being delivered or left at that party's address for service of notice under clause 22.3 ("Delivery").

EXECUTED as a deed

The S

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a me anas ny

a martin

Equitable Mortgage of Shares

Signing page

DATED:

EXECUTED by SERVICE STREAM LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors: ¹ Signature of director Name of director (block letters)	Signature of director/company secretary delete whichever is not applicable Name of director/company secretary*
	(block letters) *delete whichever is not applicable
SIGNED by [insert] as attorney for JAMES JULIAN COONEY under power of attorney dated in the presence of:
Signature of witness	By executing this agreement the
Name of witness (block letters)	attorney states that the attorney has received no notice of revocation of the power of attorney

SET TERMINE

$\blacksquare$

STRANGER

$\dots\dots\dots\dots$ $\sim$ 1000

$\uparrow$ For use when a company which has more than one director or a sole director who is not also the sole company secretary executes either a deed or an agreement without a common seal under CA 127(1). (See type e16 if the sole director is also the sole company secretary). If you use this execution clause in a deed, ensure that the phrase "Executed as a deed" (this is called "the testimonium") appears somewhere in the deed. In Mallesons' documents the testimonium appears at the end of the general terms before the schedules. However, if you are not using a Mallesons document, you could incorporate the testimonium in the execution clause if absolutely necessary.. See Mallesons Help: Execution of documents - Corporate Assent -Statutory methods by which company executed a document.

SIGNED by [insert] as attorney for
SAMANTHA ALEXANDRA
GRANT under power of attorney
dated in the presence of:

)
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$\mathcal{E}$ $\mathcal{E}$ $\mathcal{E}$

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$\big)$ $\mathcal{Y}$

$\overline{\phantom{a}}$

********
Signature of witness

*********
Name of witness (block letters)

....................................... By executing this agreement the
attorney states that the attorney has
received no notice of revocation of the power of attorney

THE WY WH

AI assistant

SERVICE STREAM LIMITED — Major Shareholding Notification 2006

65865_rns_2006-07-30_97b51cff-0ff9-46a5-8557-bf002e8f38c6.pdf

Form 603

Notice of initial substantial holder

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

Annexure A

Annexure B

MALLESONS STEPHEN JAQUES

Share Purchase Agreement

Mallesons Stephen Jaques

Share Purchase Agreement Contents

Share Purchase Agreement

Details

Share Purchase Agreement

Part 1 - Condition Precedent

Conditions Precedent 1

$1.1$ Conditions Precedent

$1.2$ Waiver

Termination of agreement by either party $1.3$

$1.4$ Termination for Material Adverse Change

Part 2 - Sale of Shares

Sale and purchase of Shares $\mathbf{2}$

$2.1$ Sale and purchase

$2.2$ Shares free from Encumbrance

$2.3$ Title and property

$\overline{3}$ Purchase Price

4 Completion

Time and place of Completion $4.1$

Items to be delivered at Completion by each Seller $4.2$

4.3 Items to be delivered at Completion by Purchaser

5 Payment

Payment of the Initial Purchase Price $5.1$

$5.2$ Payment of the Balance of the Purchase Price

Early payment of Balance of Purchase Price 5.3

Payment of Purchase Price 5.4

5.5 Security for the Balance of the Purchase Price

5.6 Options exercised

Part 3 - Options

Options Conditions Precedent 6

Conditions Precedent to Options $6.1$

$6.2$ Waiver

$\overline{7}$ Grant of Options

$7.1$ Call Option

$7.2$ Put Option

No interference 7.3

Duration of Call Option 8

9 Exercise of Option

10 Terms of transfer of Option Shares

$10.1$ Effect of exercise of Options

$10.2$ Shares free from Encumbrance

$10.3$ Title and property

10.4 Invalid exercise

10.5 Exercise of an Option must not breach a law

$11$ Closing

Unconditional obligation to Close $11.1$

$11.2$ FIRB

$11.3$ Time and place of Closing

Items to be delivered at Closing $11.4$

$12$ Payment

$12.1$ Consideration

$12.2$ Acknowledgment

Part 4 - General

13 Power of attorney

$13.1$ Appointment

Specific powers $13.2$

Ratification and confirmation $13.3$

Valuable consideration $13.4$

14 Pro Rata Offer

15 No restriction on control of voting and disposal

16 Warranties

Seller Warranties 16.1

16.2 Purchaser Warranties

SERVICE STREAM LIMITED Major Shareholding Notification 2006