Subscription Agreement – GEOSIP Pty Ltd

1. Subscription for the Shares:
   
   Shares and issue price:
   1. Subject to the following provisions of this agreement, the Investor agrees to subscribe for its Shares and the Company agrees to allot to the Investor its Shares for the consideration set out in Schedule 1 beside the Investor’s name.
   Issue free from encumbrances:
   2. The Shares are issued free from all liens, charges, equities and encumbrances and together with all rights attaching to them.
   Date of Completion:
   3. Completion must take place upon execution of this agreement.
   Payment:
   4. Immediately after Completion each Investor must pay or procure payment in full for the Shares allotted to that Investor or as it has directed in immediately available funds (for same day value).
   5. Shareholders Agreement: At Completion, the Investor must deliver to the Company the Shareholders Agreement duly executed by it.
2. Warranties
   
   Representations and Warranties:
   1. The Company represents and warrants to the Investor that each of the statements set out in Schedule 2 is true and accurate. The Investor represents and warrants to the Company that that it qualifies as a Sophisticated Investor in accordance with the Corporations Act.
   Warranties separate:
   2. Each of the Warranties is separate and independent and except as expressly provided to the contrary in this agreement is not limited by reference to any other Warranty.
   Indemnity:
   3. The Company indemnifies the Investor against all damages, losses, liabilities and expenses incurred by the Investor as a consequence of any matter or thing being found to be in breach of any of the Warranties.
   Meaning of knowledge:
   4. Where any Warranty is qualified by a reference to the Company’s “knowledge” or “awareness” or any similar expression, that statement is deemed to include an additional statement that it has been made after due and careful enquiry.
   Time limitation:
   5. The Company has no liability to or arising out of a breach of clause 2.1 unless:
      1. The Investor has given written notice of the Claim arising out of the breach to the Company within 24 months of Completion.
      2. Within 9 months after an Investor has given written notice pursuant to clause 2.5.1, the Claim has been:
         1. admitted or satisfied by the Company;
         2. withdrawn by the Investor;
         3. settled between the Company and the Investor; or
         4. referred to a court of competent jurisdiction by the Investor property issuing and validly serving legal proceedings against the Company in relation to the Claim, otherwise the Claim will be taken to be waived or withdrawn and will be barred and unenforceable.
   6. The Investor has no Claim against the Company for a breach of clause 2.1 unless:
      1. The amount of the Claim relating to or arising out of the breach is at least $10,000 in respect of that breach (and, for these purposes, a number of Claims by the Investor arising out of the same or substantially similar facts, events or circumstances may be aggregated).
      2. The aggregate amount of all Claims exceeds $20,000, in which case the Investor may claim the whole amount and not merely the excess.
   Maximum Aggregate Liability for Claims:
   7. The maximum aggregate liability of the Company as a result of all Claims made by an Investor for a breach of clause 2.1 is, in respect of an Investor, the amount set out opposite the Investor’s name in column 4 of the table in Schedule 1, (other than in relation to a Claim arising from a breach of Warranty 1.1 – 1.6 (for which there is no limitation of liability)).
   Other Limits
   8. The Investor has no Claim against the Company for a breach of clause 2.1 to the extent the breach:
   1. has arisen as a result of any fact, matter or circumstance fairly disclosed in writing by the Company to the Investor;
   2. has arisen as a result of any act or omission by or on behalf of the Company: that is required or permitted by any provision of this agreement; or
      at the request, or with the agreement, of the Investor; or
      has been remedied without the Investor incurring any loss
3. Confidential information
Maintenance of confidential information
1. The Investor has no Claim against the Company for a breach of clause 2.1 unless:
1. Each party agrees to keep as confidential information the terms of this agreement and the contents of all negotiations leading to its preparation, and will not disclose or discuss any of that information without the prior written approval of the other parties, except as follows:
2. as specifically contemplated by this agreement;
3. to the extent required by law; and
4. to the extent required to instruct the party’s professional advisers in relation to the preparation and completion of this agreement.
4. Notices
Form of notice
1. A notice must be in writing and in the English language or capable of being reproduced in that language.
2. A notice may be given on behalf of a person by a solicitor, director or company secretary of the person.
Means of giving notices
3. A notice may be given to the addressee by any of the following means, provided that clauses 4.3.1 to 4.3.3 below do not apply to the giving of notices under any other clause of this agreement which expressly specifies the method of giving notices under that other clause:
1. delivering it to the street address of the addressee;
2. sending it by prepaid ordinary post (airmail if outside Australia) to the street address of the addressee; or
3. sending it by email to the email address of the addressee.
Specified address for service
4. to the extent required to instruct the party’s professional advisers in relation to the preparation and completion of this agreement.
5. If the street address or email address for a party changes the party must give notice of the change to each other party.
Time notices are given
6. Except if a later time is specified in a term of this agreement dealing with a notice, a notice is to be regarded as given, served, received and as having come to the attention of the addressee at the following times:
1. if delivered in writing to the street address of the addressee, at the time of delivery;
2. if sent by post to the street address of the addressee, on the third (seventh if outside Australia) day after posting; or
3. if sent by email, on the day and at the time that the recipient confirms the email is received.
7. However, if any notice or communication is given on a day that is not a Business Day or after 5pm on a Business Day, it will be treated as having been delivered at the beginning of the next Business Day.
Copies of notices
8. If a party is required by any term of this agreement to give a copy of a notice to a person the failure to give the copy of the notice to the person may not be raised to rebut the effective giving of the notice.
5. Miscellaneous
Approvals and consent
1. Except when the contrary is stated in this agreement, a party may give or withhold an approval or consent to be given under this agreement in that party’s reasonable discretion and subject to those conditions determined by the party.
Assignment
2. None of the rights or obligations under this agreement may be assigned or transferred without the written consent of all the parties
Effect of Completion
3. Each of the obligations, Warranties and undertakings set out in this agreement which is not fully performed at Completion will continue in force after Completion.
Entire agreement
4. This agreement contains everything the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document or anything said or done by another party, or by a director, officer, agent or employee of that party, before this agreement was executed, save as permitted by law.
Execution of separate documents
5. This agreement is properly executed if each party executes either this document or an identical document. In the latter case, this agreement takes effect when the separately executed documents are exchanged between the parties.
Further acts
6. Each party must promptly execute all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete this agreement and all transactions incidental to it.
Governing law and jurisdiction
7. This agreement is governed by and must be construed in accordance with the laws of Queensland, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place and all courts which have jurisdiction to hear appeals from those courts.
Legal costs
8. The parties must each pay their own legal and other expenses relating directly or indirectly to the negotiation, preparation and execution of this agreement and all documents incidental to it.
No reliance on other matters
9. Each of the parties acknowledges that in agreeing to enter into this agreement it has not relied on any representation, warranty or other assurance except those set out in this agreement.
Stamp duty
10. The Investor must pay all stamp duty payable in connection with this agreement and any document incidental to it.
Variation
11. This agreement may only be varied by the written agreement of the parties.
6. Definitions and interpretation
Definitions
1. In this agreement the following definitions apply:
   Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature however arising and whether present or future, fixed or unascertained, actual or contingent whether at law or otherwise.
   Completion means completion of the issue of the Shares in accordance with this agreement.
   Corporations Act means the Corporations Act 2001 (Cwlth).
   Intellectual Property Rights means all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets and rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same; and all developments, improvements, enhancements, adaptations, new discoveries, inventions, applications and further know how (whether patentable or otherwise) enabled by, developed from or reliant upon existing Intellectual Property.
   Shares means the fully paid shares in the Company to be issued to the Investors under this agreement, as described in Schedule 1.
   Shareholders Agreement means the shareholders agreement in respect of the Company entered into by the parties.
   Warranties means the representations and warranties by the Company contained in clause 2.1 and Schedule 2.
Interpretation
2. this agreement, unless the context otherwise requires:
1. A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.
2. A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.
3. A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this agreement.
4. Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.
5. A word which indicates the singular indicates the plural, a word which indicates the plural indicates the singular, and a reference to any gender indicates the other genders.
6. An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or public authority.
7. A reference to any party to this agreement, where that party is made up of more than one person, includes each of them severally.
8. Any agreement, covenant, representation, warranty, undertaking or liability arising under this agreement on the part of two or more persons is to be taken to be made or given by such persons severally.
9. A reference to dollars or $ means Australian dollars.
10. The schedules and attachments form part of this agreement.
11. References to the word ‘include’ or ‘including’ are to be interpreted without limitation.
12. A reference to a time of day means that time of day in the place whose laws govern the construction of this agreement.
13. A reference to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in the place whose laws govern the construction of this agreement.
14. Where a period of time is specified and dates from a given day or the day of an act or event it must be calculated exclusive of that day.
15. 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.

Schedule 1

Investor

Schedule 2

Warranties

The Investor hereby warrants that it qualifies as a Sophisticated Investor in accordance with the Corporations Act.

1. General unencumbered shares
1. The Shares are issued fully paid and free from all liens, charges, equities and encumbrances and together with all rights attaching to them.
Subsidiaries and associations
2. The Company does not currently hold or beneficially own but will create and acquire wholly owned subsidiaries as set out in the information memorandum.
Ownership of assets
3. The Company owns its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests. With respect to the property and assets it leases, the Company is in material compliance with each such lease.
Compliance with statutes
4. Neither the Company, nor any of its officers, agents or employees (during the course of their duties) has done or omitted to do anything which is a contravention of any statute, order, regulation or the like giving rise to any fine, penalty or other liability or sanction on the part of the Company.
Insolvency
5. No receiver or receiver and manager has been appointed in respect of the Company or in respect of the whole or any part of the assets or undertaking of the Company.
6. No administration order has been made and no petition has been presented for such an order in respect of the Company.
7. No meeting has been convened at which a resolution will be proposed, no resolution has been passed, no petition has been presented and no order has been made for the winding up of the Company.
8. The Company has not stopped or suspended payment of its debts, become unable to pay its debts or is otherwise insolvent (within the meaning of section 95A of the Corporations Act 2001).
9. No unsatisfied judgment, order or award is outstanding against the Company and no distress or execution has been levied on, or other process commenced against, any asset of the Company.
10. No deed of company arrangement has been proposed under Part 5.3A of the Corporations Act 2001, or is in force, in respect of the Company.
11. No circumstances have arisen which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in clauses 1.10 to 1.15 of this Schedule.
Capacity and consequences of allotment
12. The Company has the requisite power and authority to enter into and perform this agreement.
13. This agreement constitutes binding obligations on the Company in accordance with its terms.
14. Compliance with the terms of this agreement does not and will not do any of the following:
1. Conflict with or constitute a default under any provision of the Company’s constitution or any agreement or instrument to which the Company is a party.
2. Relieve any other party to a contract with the Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract.
3. Result in the creation or imposition of any lien, charge or encumbrance of any nature on any of the property or assets of the Company.
Dividends and distributions
15. No dividend or other distribution of profits of assets has been or agreed to be declared, made or paid by the Company.
2. Agreements
Scope
1. There are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements.
Breach
2. The Company is not in material breach of any material agreement to which it is a party (Material Agreements). Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by:
   1. applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally;
   2. the effect of rules of law governing the availability of equitable remedies.
3. Intellectual property rights
1. The Company owns or possesses sufficient legal rights to all Intellectual Property Rights that are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted (Company Intellectual Property) without any violation or infringement (or in the case of third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to the Company) of the rights of others.
2. No product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any licence or infringes or will infringe any Intellectual Property Rights of any other party, except that with respect to third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the foregoing representation is made to the Company’s knowledge only.
4. Employee and consultant matters
1. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information.
2. No current or former employee or consultant has excluded works or inventions from his or her assignment of inventions pursuant to such agreement. To the Company’s knowledge, no such employees or consultants are in violation thereof.
3. To the Company’s knowledge, none of its employees are obligated under any judgment, decree, contract, covenant or agreement that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business.
4. The Company has provided at least the prescribed minimum level of superannuation support for each employee so as not to incur a superannuation guarantee charge liability under the Superannuation Guarantee (Administration) Act 1992.
5. Information
Information accurate
1. All information given by or on behalf of the Company to the Investor with respect to the Company is true, complete and accurate in all material respects and none of that information is misleading in any material particular, whether by inclusion of misleading information or omission of material information or both.
No other relevant information
2. All information which the Company knows or could reasonably be expected to know is material to be disclosed to a subscriber for value of the Shares has been fully and specifically disclosed in writing to the Investors.

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 [investor] 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 [investor]:

Signature

Name (please print)

Signature of witness

Name (please print)