Shareholder Agreement – GEOSIP Pty Ltd

(Trading as Hemp Block Australia and HEMPBLOCK INTERNATIONAL)

Table of Contents

1. Definitions

2. Interpretation

3. Board of Directors
3.1 Number of Directors
3.2 Appointment and removal of Director by other Shareholders
3.3 Notice of appointment or removal

4. Management and decision making
4.1 Overall direction of the Company
4.2 Board decisions by Required Resolution
4.3 Shareholder decisions by Special Resolution

5. Provision of Information
5.1 Periodic reports
5.2 Financial statements and other information
5.3 Cost
5.4 Access to information

6. General restrictions on Disposal and Issue
6.1 General restriction on Security Interests
6.2 Deed of Accession

7. Permitted Disposals
7.1 Disposal to Affiliates
7.2 Ceasing to be an Affiliate

8. Drag Along
8.1 Drag Along Notice
8.2 Terms of Offer

9. Non-competition
9.1 Enforceability and severance
9.2 Prohibited activities
9.3 Duration of prohibition
9.4 Geographic application of prohibition

10. Confidentiality
10.1 Confidentiality
10.2 Permitted disclosure

11. Dispute resolution
11.1 Disputes
11.2 Notice of dispute
11.3 Resolution

12. Representation and Warranties

13. Termination
13.1 Termination events
13.2 Accrued rights

14. Goods and Services Tax
14.1 Definitions
14.2 General exclusion of GST
14.3 Gross-up of Taxable Supply
14.4 Further acts
14.5 Reimbursement and indemnity

15. Shareholder loans

16. Costs and expenses
16.1 Stamp duty
16.2 Transaction costs

17. General
17.1 Notices
17.2 Governing law and jurisdiction
17.3 Invalidity
17.4 Agreement and Constitution
17.5 Cumulative Rights
17.6 Entire agreement
17.7 Counterparts
17.8 Relationship between parties
17.9 Assignment
17.10 Further assurances
17.11 Amendments to this agreement

Schedule 1 Critical Business Matters

Signing pages

Annexure A Deed of Accession

Date: 18th May 2024

Parties

  1. GeoSIP Pty Ltd, ACN 672 111 862, t/a Hemp Block Australia & HEMPBLOCK INTERNATIONAL (Company)
  2. Each party who is a shareholder of the Company as at the date of this agreement

Background

A.    This agreement sets out the parties’ agreement on how the affairs of the Company will be conducted as from the date of this agreement.

Operative part

Definitions

In this agreement:Affiliate means, in relation to a person (first-mentioned person):

  1. a person or trust that Controls or is Controlled by the first-mentioned person;
  2. a Related Body Corporate of the first-mentioned person;
  3. in the case of a Shareholder includes:
    1. any fund, partnership or other vehicle managed, controlled by the Shareholder or a Related Body Corporate of the Shareholder; and
    2. any other person who, directly or indirectly, Controls, is Controlled by, or is under common Control with the Shareholder, including, without limitation, any general partner, limited partner, managing member, officer, director of the Shareholder or any venture capital fund Controlled by one or more general partners or managing members of, or shares the same management or advisory company with, the Shareholder; and

Associate has the same meaning as in Chapter 6 of the Corporations Act except that a party is not an Associate of another party merely because they are parties to this agreement or act in concert pursuant to this agreement.

Board means the board of Directors of the Company.

Business means the business of the Company as at the date of this agreement and as modified from time to time.

Business Day means a day on which banks are open for general banking business in Melbourne, excluding Saturdays, Sundays and public holidays.

Confidential Information means information disclosed by or on behalf of one party to another party in connection with this agreement which has been designated as confidential by the party disclosing the information, or information which by its nature should reasonably be considered to be confidential, but does not include:

  1. any information which is in the public domain at the time of its disclosure or subsequently becomes part of the public domain other than as a result of a breach by the person receiving the Confidential Information of clause 10.1;
  2. any information that was known to the party receiving the Confidential Information at the time of disclosure of the confidential information except as a result of a prior confidential disclosure by the party disclosing the Confidential Information; or
  3. any information that is disclosed to the party receiving the Confidential Information by any third party who is not known to the party receiving the Confidential Information to be acting in breach of a confidentiality obligation owed to the party disclosing the Confidential Information.

Constitution means the constitution of the Company, as amended from time to time.

Control has the same meaning given to it in section 50AA of the Corporations Act, and Controls and Controlled shall be construed accordingly.

Corporations Act means the Corporations Act 2001 (Cth) as amended.

Deed of Accession means a deed poll in a form attached as Annexure A.

Director means a director of the Company.

Dispose means to sell, assign, transfer, convey, exchange, create a Security Interest over or otherwise dispose of a legal or beneficial interest and Disposal shall be construed accordingly.

Excluded Issue means:

  1. an issue of Shares under a Share Plan;
  2. Securities issued in connection with share splits or the issue of dividends which is approved by a Required Resolution of the Board;
  3. Securities issued as part of an IPO which is approved by a Required Resolution of the Board; or
  4. Securities constituting all or part of the consideration for a bona-fide acquisition of assets or shares by the Company which is approved by a Required Resolution of the Board.

External Fund-Raising means any capital raised from bona fide investors in exchange for Securities in the Company. For the avoidance of doubt, capital raised from an accelerator program or pursuant to any grants provided by a Government Agency do not amount to an External Fund-Raising.

Financial Year means a period of 12 consecutive calendar months ending on 30 June or on another day decided by the Board.

Government Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Independent Expert means a reputable and qualified independent expert who is independent of the relevant parties.

Intellectual Property Rights means all present and future rights to:

  1. trademarks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, circuit layout rights, and all similar rights in any part of the world (including know-how); and
  2. where the rights referred to in paragraph (a) are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such applications.

IPO means an initial public offering of Shares or shares in a holding company of the Company in conjunction with a listing or quotation of Shares or shares in a holding company of the Company on a recognised stock exchange.

Law includes:

  1. any statute, regulation, rule, by-law, ordinance, proclamation, judgement, treaty, decree, convention, rule or principle of common law or equity, rule of any applicable stock exchange, or requirement or approval (including any Government Agency);
  2. any regulation, rule, by-law, ordinance, proclamation or judgement made under that law; and
  3. that law as amended, consolidated, supplemented, re-enacted or replaced.

Ordinary Share means an ordinary share in the capital of the Company.

Related Body Corporate has the same meaning as in section 9 of the Corporations Act.

Representative in respect of a person means an officer, employee, auditor, banker or professional adviser of that person.

Required Resolution means a resolution:

  1. approved by 60% or more of the Directors entitled to vote; or.
  2. identified in a document where all those persons entitled to vote on the resolution sign a statement that they are in favour of the resolution set out in the document.

Respective Proportion means in respect of each Shareholder, the proportion that the aggregate number of Shares held by that Shareholder bears to the aggregate number of Shares on issue at the relevant time.

Security means a security of the Company and includes the Shares, options, any convertible notes, warrants or other securities capable of conversion into Shares issued by the Company.

Security Interest means:

  1. a ‘security interest’ as defined in the Personal Property Securities Act 2009 (Cth);
  2. any third party rights or interests including a mortgage, lien, charge, pledge, assignment by way of security, security interest, encumbrance, title retention, preferential right or trust arrangement, claim, covenant, easement or any other security arrangement or any other arrangement having the same effect;
  3. a right, interest or arrangement which has the effect of giving another person priority over creditors including any right of set-off;
  4. a right that a person (other than the owner) has to remove something from land (known as a profit à pendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or
  5. an agreement to create any of them or allow them to exist.

Share means:

  1. an Ordinary Share; or
    a share in any other class of shares;

issued by the Company from time to time, as applicable.

Share Qualification means the required percentage of shareholding in the issued share capital of the Company to appoint a Director as set out in clause 3.2.

Shareholder means a party who holds Shares.

Special Resolution means a resolution:

  1. approved by the holders of 75% or more of the issued shares held by those Shareholders present (by any means) or voting by proxy or representative and entitled to vote; or
  2. identified in a document where all those persons entitled to vote on the resolution sign a statement that they are in favour of the resolution set out in the document.

Subsidiary has the meaning given to it in section 9 of the Corporations Act.

Interpretation

In this agreement, unless context indicates a contrary intention:

  1. (headings) clause headings and the table of contents are inserted for convenience only and do not affect interpretation of this agreement.
  2. (party) a reference to a party to a document includes that party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns.
  3. (including) including and includes (and any other similar expressions) are not words of limitation, and a list of examples is not limited to those items or to items of a similar kind.
  4. (corresponding meanings) a word that is derived from a defined word has a corresponding meaning.
  5. (singular) the singular includes the plural and vice-versa.
  6. (gender) words importing one gender include all other genders.
  7. (rules of construction) neither this agreement nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.
  8. (legislation) a reference to any legislation or provision of legislation includes all amendments, consolidations or replacements and all regulations or instruments issued under it.
  9. (time and date) a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in Victoria, Australia, even if the obligation is to be performed elsewhere.
  10. (writing) a reference to a notice, consent, request, approval or other communication under this agreement or an agreement between the parties means a written notice, request, consent, approval or agreement.
  11. (Australian currency) a reference to dollars or $ is to Australian currency.

Board of Directors

Number of Directors

The maximum number of Directors of the Company at any time (excluding alternate Directors) is five, unless determined otherwise by Special Resolution of the Shareholders.

Appointment and removal of Director by other Shareholders

  1. Directors shall be appointed and removed in accordance with the Constitution
  2. A Director appointed under this clause must resign as a director of the Company and committees of the Board, if the Director:
    1. becomes incapable of managing his or her own affairs due to a medical or mental condition (as evidenced by a certificate to that effect by a qualified medical practitioner); or
    2. is precluded from taking part in the management of a corporation under the provisions of Part 2D of the Corporations Act.

Notice of appointment or removal

  1. The appointment of the relevant Director takes effect when his or her written consent to act as a Director is received at the registered office of the Company.
  2. The removal of a Director takes effect when the written notice of removal, or the Director’s resignation letter, is received at the registered office of the Company.

Management and decision making

Overall direction of the Company

The Board must decide all matters concerning the overall direction and management of the Company and the formulation of the policies to be applied in the conduct of the Business.

Board decisions by Required Resolution

The Company must not make (and must procure that any of its Subsidiaries do not make) any decision covering a matter listed in Part A of Schedule 1 without the approval of the Board by Required Resolution.

Shareholder decisions by Special Resolution

The Company must not make (and must procure that any of its Subsidiaries do not make) any decision covering a matter listed in Part B of Schedule 1 without the approval of the Shareholders by Special Resolution.

Provision of Information

Periodic reports

The Company must give each Shareholder reasonable access to all information about the Business and the operations of the Company (including the following reports):

  1. quarterly management report: as soon as reasonably practicable after the end of each quarter, but no later than 21 days after the end of each quarter:
    1. a profit and loss statement against the budget and the preceding year for the completed quarter;
    2. a cash flow statement against the budget and the preceding year for the completed quarter;
    3. detailed cash flow projections;
    4. a rolling 12-month balance sheet as at the end of the quarter; and
    5. a staff report, including numbers and appointments and dismissals against budgeted staff members, and
  2. information requested by the Shareholders: any information reasonably requested by each Shareholder.

Financial statements and other information

The Company must give to each Shareholder the following information about the Business and the operations of the Company:

  1. financial statements: within 10 weeks of the end of each Financial Year, a profit and loss statement and balance sheet for that Financial Year, such financial statements to be audited if required under applicable Law; and
  2. other information: any information reasonably requested by a Shareholder to enable the Shareholder to provide a Government Agency with information required by that Government Agency.

Cost

The Company must pay the cost of any audits carried out in accordance with clause 5.2(a).

Access to information

The Company must, on reasonable notice, allow each Shareholder and Director, or the legal advisers or financial advisers of a Shareholder or Director, reasonable access to:

  1. inspect property of the Company;
  2. inspect documents about the Business, including its accounts; and
  3. discuss the Company’s affairs, finances and accounts with the Company’s officers and the auditor.

Prior to any access being granted under this clause, a nondisclosure agreement acceptable to the Company must be signed.

General restrictions on Disposal and Issue

General restriction on Security Interests

A Shareholder may not grant any Security Interest over Securities without first obtaining Board approval by Required Resolution.

Deed of Accession

Despite any other provision of this agreement or the Constitution, any Disposal or issue of Securities to any person who is not a Shareholder must be conditional on the person first entering into:

  1. a binding Deed of Accession; or
  2. a new shareholders agreement as agreed by the parties.

Permitted Disposals

Disposal to Affiliates

Subject to clauses 6.2, but despite any other provision of this agreement:

  1. a Shareholder may Dispose any or all of its Securities from time to time to any of its Affiliates without restriction; and
  2. an Affiliate of a Shareholder may Dispose any or all of its Securities from time to time to that Shareholder or another Affiliate of that Shareholder without restriction.

Ceasing to be an Affiliate

If a person to whom a Shareholder has disposed any Securities ceases to be an Affiliate (as applicable) of that Shareholder:

  1. that Shareholder must procure that that person immediately Disposes the relevant Securities back to the original transferor (who must purchase the Securities); and
  2. all rights attaching to the Securities held by that person will be suspended until the Disposal back to the original transferor is completed.

Drag Along

Drag Along Notice

  1. If the Company or any Shareholder receives a bona fide offer from a third party to purchase all of the Securities in the Company (Third Party Offer) and the holders of:
    1. where the total consideration offered by the third party is less than A$5,000,000, at least 85% of the issued Shares; or
    2. where the total consideration offered by the third party is equal to or greater than A$5,000,000, at least 75% of the issued Shares;

accept the Third Party Offer (Dragging Shareholders), any Dragging Shareholder is entitled to issue to some or all of the remaining Shareholders (Other Shareholders) a notice (Drag Along Notice) requiring each Other Shareholder to sell to the third party specified in the Drag Along Notice some or all of the Other Shareholders’ Securities upon the terms and conditions specified in the Drag Along Notice.

Terms of Offer

  1. The terms on which the Dragging Shareholders require the Other Shareholders to sell their Securities must be no less favourable to the Other Shareholders than the terms on which the Dragging Shareholders are selling their Securities.
  2. The Drag Along Notice must specify:
    1. the details of the third party buyer;
    2. the consideration payable for each Security; and
    3. any other key terms and conditions upon which the Other Shareholders’ Securities will be purchased pursuant to the Drag Along Notice.
  3. Subject to clause 8.2(d), each Other Shareholder must, within 15 Business Days of service of the Drag Along Notice sell all of their Securities to the third party buyer specified in the Drag Along Notice in accordance with the key terms and conditions of the Drag Along Notice.
  4. The Other Shareholders are not obliged to sell their Securities in accordance with clause 8.2(c) if the Dragging Shareholders do not complete the sale of all their Securities to the third party buyer on the same key terms and conditions set out in the Drag Along Notice.

Non-competition

Enforceability and severance

  1. This clause has effect as if it were separate and independent clauses, each one being severable from the others and consisting of the covenant set out in clause 9.2 combined with each separate period referred to in clause 9.3, and each combination combined with each separate area referred to in clause 9.4.
  2. If any of these separate clauses are void, invalid or unenforceable for any reason, it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability and will not affect the validity or enforceability of any other separate clause or other combinations of the separate provisions of clauses 9.2, 9.3 and 9.4.

Prohibited activities

Each Director (Restrained Party) undertakes to the Company that it will not, and will procure that its Affiliates do not:

  1. engage in a business or activity that is the same or similar to, or competes with, the Business or any material part of the Business;
  2. employ, solicit or entice away from the Company an officer, manager, consultant or employee of the Company or a person who was an officer, manager, consultant or employee of the Company in the 12 months before the Restrained Party ceased to hold Securities; or
  3. attempt, counsel, procure or otherwise assist a person to do any of the acts referred to in this clause,
    except with the express prior written approval of the Company.

Duration of prohibition

The undertakings in clause 9.2 begin on the date each Restrained Party (or any of its Affiliates if applicable) first holds Securities and end:

  1. 2 years after the date on which the Restrained Party (and each of its Affiliates if applicable) ceased to hold Securities; and
  2. on the first anniversary of the date on which the Restrained Party (and each of its Affiliates if applicable) ceased to hold Securities.

Geographic application of prohibition

The undertakings in clause 9.2 apply if the activity prohibited by clause 9.2 occurs in:

  1. Australia;
  2. Queensland; and
  3. within a radius of 10 kilometres from any location from which the Company conducts the Business at the date the Restrained Party (and each of its Affiliates if applicable) ceases to be a Shareholder,

during the periods set out in clause 9.3.

Confidentiality

Confidentiality

Subject to clause 10.2, no party may:

  1. disclose any Confidential Information to any person;
  2. use any Confidential Information in any manner which may cause loss to the Company or the other parties; or
  3. make any public announcement or issue any press release regarding this agreement or a party’s involvement with the Company.

Permitted disclosure

  1. A party may disclose, and may permit its Representatives to disclose, any Confidential Information (and the other restrictions in clause 10.1 do not apply in such cases):
    1. with the prior written consent of the party to whom the Confidential Information relates;
    2. to the extent it is required to do so by Law; or
    3. to a professional adviser in order for it to provide advice in relation to matters arising under or in connection with this agreement and provided that the party disclosing the Confidential Information ensures that the professional adviser complies with the terms of this clause.

Dispute resolution

Disputes

A party must not commence court proceedings or arbitration relating to any dispute arising from this agreement without first complying with this clause, except:

  1. where a party seeks urgent interlocutory relief; or
  2. where the dispute relates to compliance with this clause.

Notice of dispute

  1. A party claiming that a dispute has arisen under this agreement must give written notice of the details of the dispute to the other party or parties in dispute.
  2. Each party that has given or received notice of the dispute under this clause must promptly:
    1. designate as its representative in negotiations relating to the dispute a person with authority to settle the dispute; and
    2. use its best endeavours to resolve the dispute.

Resolution

If within 20 Business Days of receipt of notice the parties to the dispute do not either, resolve the dispute, or agree as to:

  1. a dispute resolution technique (for example, expert determination) and procedures to be adopted;
  2. the timetable for all steps in those procedures; and
  3. the selection and compensation of the independent person required for such technique,

the parties must mediate the dispute in accordance with the mediation rules of the Law Society of Queensland and the parties must request the President of the Law Society of Queensland or the President’s nominee to select the mediator and determine the mediator’s remuneration.

Representation and Warranties

Each party represents and warrants to the other parties to this agreement, that on the date of this agreement it has the capacity and authority to enter into, perform and complete its obligations under this agreement.

Termination

Termination events

This agreement will be terminated:

  1. by mutual agreement in writing of all Shareholders;
  2. for any Shareholder, when it ceases to hold any Securities;
  3. the date on which one Shareholder holds all of the Securities;
  4. when the Company is wound up by an order of a Court;
  5. the date on which the Company is voluntarily wound up; and
  6. the date on which shares in an IPO of the Company or Related Body Corporate are allotted or transferred.

Accrued rights

  1. Termination of this agreement under clause 13.1 is without prejudice to any accrued rights of the Shareholders.
  2. Each Shareholder agrees that after termination of this agreement the obligations under clauses 9 (Non-competition), 10 (Confidentiality), 13 (Termination), 14 (Goods and Services Tax) and 17 (General) continue in force.

Goods and Services Tax

Definitions

In this clause:

  1. GST means “GST” as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;
  2. words used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;
  3. any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member; and
  4. if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.

General exclusion of GST

Unless GST is expressly included, the consideration expressed to be payable under any other clause of this agreement for any supply made under or in connection with this agreement does not include GST.

Gross-up of Taxable Supply

To the extent that any supply made under or in connection with this agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.

Further acts

Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this agreement.

Reimbursement and indemnity

If a payment to a party under this agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to clause 14.3.

Shareholder loans

Each Shareholder represents and warrants that neither they, nor any of their Affiliates, have any loans or similar arrangements owing to or from the Company or any Subsidiaries of the Company (Shareholder Loans).

Costs and expenses

Stamp duty

The Company must pay all stamp duty on this agreement and any instrument or document executed under this agreement.

Transaction costs

Except as agreed between the parties, each party must bear its own legal and other costs and expenses of and incidental to the preparation and execution of this agreement.

General

Notices

Any notice given under or in connection with this agreement (Notice):

  1. must be in writing and signed by a person duly authorised by the sender;
  2. must be addressed and delivered to the intended recipient by hand, by prepaid post, by fax or by email at the address, fax number or email address last notified by the intended recipient to the sender; and
  3. is taken to be given and made:
    1. in the case of hand delivery, when delivered;
    2. in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) or seven Business Days after the date of posting (if posted to an address in another country);
    3. in the case of a fax, on the day and at the time it is sent, provided that the sender’s facsimile machine issues a report confirming the transmission of the number of pages in the Notice; and
    4. in the case of an email, on the day and at the time that the recipient confirms the email is received

This clause does not limit the way in which a notice can be deemed to be served under any Law.

Governing law and jurisdiction

  1. The laws applicable in Queensland govern this agreement.
  2. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.

Invalidity

  1. A word or provision must be read down if:
    1. this agreement is void, voidable, or unenforceable if it is not read down;
    2. this agreement will not be void, voidable or unenforceable if it is read down; and
    3. the provision is capable of being read down.
  2. A word or provision must be severed if:
    1. despite the operation of clause 17.3(a), the provision is void, voidable or unenforceable if it is not severed; and
    2. this agreement will be void, voidable or unenforceable if it is not severed.
  3. The remainder of this agreement has full effect even if clause 17.3(b)(i) or 17.3(b)(ii) applies.

Agreement and Constitution

  1. If there is an inconsistency between this agreement and the Constitution, the provisions of this agreement prevail. An inconsistency will be considered to exist if, regardless of the purpose of the provision, the relevant subject matter or action to be taken (including the issue or Disposal of Securities) is dealt with differently in both the Constitution and this agreement.
  2. If necessary, the Shareholders must procure that the Constitution is amended as soon as is practicable to ensure that a provision of this agreement is effective in accordance with its terms.
  3. To the maximum extent permitted by Law, the parties agree to waive any provisions contained in the Constitution to the extent that those provisions are inconsistent with the provisions in this agreement, so that they have no force or effect during the term of this agreement.

Cumulative Rights

The rights and remedies in this agreement are in addition to other rights and remedies given by Law independently of this agreement.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.

Counterparts

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

Relationship between parties

  1. Nothing in this agreement:
    1. constitutes a partnership between the parties; or
    2. except as expressly provided, makes a party an agent of another party for any purpose.
  2. A party cannot in any way or for any purpose:
    1. bind another party; or
    2. contract in the name of another party.
  3. If a party must fulfil an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.

Assignment

A party may not assign, transfer or in any other manner deal with its rights under this agreement.

Further assurances

Each party must promptly execute all documents and do all other things reasonably necessary or desirable to give effect to the arrangements recorded in this agreement.

Amendments to this agreement

No amendment, alteration or modification of any of the provisions of this agreement will be binding unless made in writing and signed by each of the parties to this agreement.

Schedule 1 Critical Business Matters

Part A: Matters to be determined by Required Resolution

    1. Matters to be determined by Required Resolution of the Board are:
      1. (business plan) adopt a business plan for the Company and vary that business plan;
      2. (Board composition) appoint a director or otherwise alter the structure of the Board in accordance with this agreement;
      3. (accounts) the approval of the quarterly and annual statutory accounts of the Company;
      4. (accounting practices) any change to the accounting practices and policies of the Company;
      5. (change of business) make a material change in the nature of the Company’s business;
      6. (capital expenditure) incur capital expenditure of more than $100,000 in a single transaction;
      7. (Insurance) enter into any D&O insurance policy for the board and the Company’s senior executives;
      8. (issuing Securities) issue of Securities, other than an Excluded Issue;
      9. (new class of Securities) create any class of Securities with rights that are superior to the rights of the Ordinary Shares;(dividends) declare, make or pay a dividend;
      10. (administration) appoint an external administrator, liquidator or receiver;
      11. (partnership) enter into (or terminate) any material partnership, joint venture, profit-sharing agreement, technology licence or collaboration;
      12. (financial indebtedness) incur any financial indebtedness by the Company which exceeds $100,000 (and for these purposes, “financial indebtedness” means any indebtedness, present or future, actual or contingent, in respect of money borrowed); or
      13. (encumbrances) grant any Security Interest of any nature in respect of all or any material part of the Company’s undertaking, property, assets or the issuance of any guarantee in favour of the obligations of a third party.

Part B: Matters to be determined by Special Resolution of Shareholders

  1. Matters to be determined by Special Resolution of the Shareholders are:
    1. (Share rights) varying the rights of any Shares;
    2. (Constitution) amending the constitution of the Company;
    3. (Intellectual Property) (i) the ultimate sale, assignment, transfer, disposal or exclusive licence of any Intellectual Property Rights of the Company or any of its Subsidiaries (other than licensing in the ordinary course of business); or (ii) entry into an agreement or transaction to do any of the actions in (i) of this subsection (c);
    4. (restructure) any restructuring involving the Company including the creation of a trust, trustee, Subsidiary or new branch of the Company (including in a jurisdiction other than Australia);
    5. (sale) a sale of all or a majority of the assets of the Company; or
    6. (related party transactions) other than as permitted by this agreement or the Constitution, transactions between the Company and a Shareholder or its Affiliate which are outside of the ordinary course of business, otherwise than on arm’s length terms.

Signing pages

Executed as an agreement.

Executed by GeoSIP Pty Ltd, ACN 672 111 862, in accordance with section 127(1) of the Corporations Act 2001 (Cth):

Signature of director

Name (please print)

Signature of company secretary

Name (please print)

Executed by [shareholder] in accordance with section 127(1) of the Corporations Act 2001 (Cth):

Signature of director

Name (please print)

Signature of company secretary

Name (please print)

Executed by [shareholder]:

Signature

Name (please print)

Signature of witness

Name (please print)

Annexure A Deed of Accession

By [Acceding Party’s name] of [Acceding Party’s address] (New Shareholder)

In favour of the parties to the Shareholders Agreement from time to time.

RECITALS

A. The New Shareholder has acquired or will acquire securities in XXXX (the Company).

B. This deed poll is supplemental to the shareholders agreement dated [date of agreement] between the Company and its shareholders in relation to the Company (as amended from time to time) (Shareholders Agreement).

C. The New Shareholder agrees to become a party to the Shareholders Agreement and to be bound by the terms and conditions of the Shareholders Agreement.

OPERATIVE PART

  1. Definitions and Interpretation
    Unless the context otherwise requires:

    1. terms defined in the Shareholders Agreement have the same meaning when used in this deed; and
    2. the interpretation provisions in the Shareholders Agreement apply to the interpretation of this deed.
  2. New Shareholder’s Shareholding
    The New Shareholder confirms that:

    1. it has been given a copy of the Shareholders Agreement; and
    2. it will hold Securities in the capacity of an [insert].
  3. Covenant
    The New Shareholder covenants and agrees with the parties to the Shareholders Agreement (whether or original or by accession) that, as from the date of this deed, the New Shareholder will comply with the provisions of the Shareholders Agreement as fully and in the same manner as if it were a party to the Shareholders Agreement from the date of the Shareholders Agreement.
  4. Notices
    The notice details of the New Shareholder are as follows:

    1. address: [insert];
    2. email: [insert]; and
    3. facsimile: [insert].
  5. Costs
    The New Shareholder is responsible for all legal and other costs and expenses of and incidental to the preparation and execution of this deed and any stamp duty payable in connection with this deed.
  6. Governing law
    This deed is governed by the laws in force from time to time in the State of Queensland.

EXECUTED as a deed poll