Terms

A. The Recipient has requested that the Discloser supply it with certain information to assist it to formulate its own inquiries and assessment in relation to the Permitted Purpose.

B. The Discloser agrees to provide the Material to the Recipient, and the Recipient agrees to receive the Material on the following terms and conditions.

It is agreed:

1. Interpretations

1.1. In this Agreement, unless otherwise indicated by the context:

(a) Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney;

(b) Corporations Act means the Corporations Act 2001 (Cth);

(c) Data Room means the data room to be established by the Discloser to which the Recipient and the Recipient's Advisers may be provided with access;

(d) Material means all and any information made available at any time, in any form or media, whether directly or indirectly, to the Recipient or any of the Recipient's Advisers by the Discloser or the accountants, auditors, legal counsel or representatives of the Discloser or any of the Discloser's Related Bodies Corporate and includes in particular all information and documents in the Data Room;

(e) Notes means all notes, calculations, conclusions, summaries and other material in whatever form and all computer records, made or derived in whole or in part from, or from inspection or evaluation of the Material by or on behalf of the Recipient or the Recipient's Advisers;

(f) Permitted Purpose means conducting an assessment of whether or not the Recipient will pursue the Transaction or any other purpose agreed to in writing by the Discloser and Recipient from time to time;

(g) Public Authority means any government or any governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia or elsewhere;

(h) Recipient means the person specified on the Details page and any employees, agents, and directors of the Recipient;

(i) Recipient's Advisers includes advisers to the Recipient including but not limited to accountants and tax, legal and financial advisers;

(j) Related Body Corporate has the meaning given to it in the Corporations Act, and

(k) Transaction means the sale of the property.

1.2. In this Agreement, unless otherwise indicated by the context:

(a) words importing the singular include the plural and vice versa;

(b) headings are for convenience only and do not affect interpretation of this Agreement;

(d) where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

(e) an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;

(f) a reference to a statute, statutory provision or regulation includes all amendments, consolidations or replacements thereof;

(g) a reference to a party to a document includes that party's legal personal representatives, successors and permitted assigns;

(h) a covenant or agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally;

(i) a reference to a body, whether statutory or not:

(i) which ceases to exist; or

(ii) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; and

(j) including and similar expressions are not words of limitation.

2. Confidentiality

2.1. The Recipient acknowledges that the Material and any industrial and intellectual property rights of whatsoever nature in the Material are and will remain the property of the Discloser or the Discloser's Related Bodies Corporate (as the case may be) and nothing contained in this Agreement will be deemed to convey to the Recipient any right, title or interest in or to the same.

2.2. The Recipient covenants and agrees:

(a) to maintain the confidentiality of the Material and Notes on the terms of this Agreement and to ensure that, without the prior written consent of the Discloser (which the Discloser may withhold in its absolute discretion), the Material and Notes are not disclosed to or discussed with any third party other than the Recipient and the Recipient's Advisers;

(b) to take all such steps and do all such things as may be necessary or desirable to safeguard the confidentiality of the Material and Notes;

(c) to procure that the Recipient's Advisers who have access to the Material and Notes know and observe the provisions of this Agreement and to inform all such persons of the confidential nature of the information disclosed to them;

(d) not to use or allow the use of, for any purpose, any portion of the Material or Notes except for the Permitted Purpose and not to use any portion of the Material or the Notes to the competitive disadvantage of the Discloser or any of their Related Bodies Corporate;

(e) not to make or allow copies or reproductions of or extracts of all or any part of the Material except for the purpose of internal corporate decision procedures or review by the Recipient or the Recipient's Advisers.

2.3. The Recipient will procure that each of the Recipient's Advisers comply with clause 2.2 as if they had been parties to this Agreement. In the event of a breach of clause 2.2 by any Recipient's Advisers, that breach will be deemed to be a breach by the Recipient, and the Discloser will be entitled to all remedies available to it under this Agreement or at law or in equity as if the breach of clause 2.2 by the Recipient's Advisers was a breach by the Recipient.

3. Exceptions

The obligations of confidentiality set out in this Agreement will not apply to Material:

(a) which is or becomes generally available to the public (other than as a result of the Recipient's own actions or the actions of any of the Recipient's Advisers);

(b) which is lawfully received from another person (provided that such person is not in breach of confidence); and

(c) which is required to be disclosed by law (provided the Recipient gives the Discloser not less than 7 days' notice prior to disclosure of the Material) and the Recipient reveals only that part of the Material that the Recipient is obliged by law to disclose.

4. Indemnification

The Recipient indemnifies the Discloser against any loss, damage, cost (including legal costs on a solicitor-client or full indemnity basis whichever is the higher) or expense suffered or incurred by the Discloser directly or indirectly in connection with or arising out of or as a result of a breach by the Recipient or the Recipient's Advisers of any of the terms of this Agreement.

5. Breach

5.1. The Recipient must:

(a) notify the Discloser immediately if it becomes aware of a suspected or actual breach of this Agreement; and

(b) take all reasonable steps, at its own expense, required to prevent or stop the suspected or actual breach.

5.2. The Recipient acknowledges that damages are not a sufficient remedy for the Discloser in respect of any breach of this Agreement and the Discloser is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the Recipient or any of the Recipient's Advisers in addition to other remedies available to the Discloser at law or in equity.

6. Return of Material and destruction of notes

If requested by the Discloser, the Recipient and the Recipient's Advisers will forthwith return or destroy all Material and any copies or extracts of all or part of the Material and destroy all Notes. The terms and conditions of this Agreement as to confidentiality will survive indefinitely despite compliance with a request under this clause.

7. Costs and disbursements

7.1. Each party must pay its own legal costs and disbursements in relation to the negotiation, preparation and completion of this Agreement and other documents referred to in it, unless expressly stated otherwise.

7.2. The Recipient must pay all duty (including all fines, interest and penalties except those arising from the default of another party) in respect of this Agreement and any transactions contemplated under this Agreement or otherwise arising out of, or incidental to, this Agreement.

7.3. The Recipient will pay all the Discloser's costs arising from any breach of this Agreement by the Recipient or the Recipient's Advisers.

8. Notices

8.1. A notice or other communication required or permitted to be given by one party to another must be in writing and:

(a) delivered personally; or

(b) sent by pre-paid mail to the address of the addressee specified in this Agreement.

8.2. A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting.

8.3. A party may change its address for service by giving notice of that change in writing to the other parties.

9. General

9.1. This Agreement is governed by the laws of New South Wales. Each party irrevocably submits to the non- exclusive jurisdiction of the courts of New South Wales.

9.2. A party may not assign its rights pursuant to this Agreement.

9.3. Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

9.4. In relation to the subject matter of this Agreement:

(a) this Agreement is the whole agreement between the parties; and

(b) this Agreement supersedes all oral and written communications by or on behalf of any of the parties.

9.5. If any part of this Agreement is invalid or unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.

9.6. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time.