Common use of Additional Covenants of the Corporation Clause in Contracts

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. 4.1 The Corporation hereby further covenants to and agrees thatwith the Agent, on its own behalf and on behalf of the Subscribers, as follows: (a) the Corporation will enter into duly and fully completed Subscription Agreements, accompanied by properly completed executed applicable schedules thereto and the subscription amount, with the Subscribers and, unless the Corporation reasonably believes that it would be unlawful to do so or in breach of any Applicable Securities Laws, will fully accept the subscriptions in each duly executed Subscription Agreement submitted to the Corporation accompanied by properly completed executed applicable schedules thereto and by the required subscription funds; (b) at the Closing, the Corporation will enter into and duly execute the Special Warrant Indenture and the Purchase Warrant Indenture, each in form acceptable to the Agent, acting reasonably. The time Corporation acknowledges that the Special Warrant Indenture is to include that while Special Warrants are outstanding, with respect to any matter which requires the approval of each acceptance the Corporation’s shareholders, it will be a further requirement that approval be given by it the holders of an offer such number of Common Shares and Special Warrants, taken together, as would result in approval by the requisite majority of votes if the Special Warrants had been exercised for the purchase Common Shares to be comprised in the Units (based on the then applicable exchange rights); (c) the Corporation will provide to the Agent copies of Bondsall notices or other materials provided from time to time by the Corporation to the Special Warrant Agent or the holders of the Special Warrants, or provided from any of them to the Corporation, pursuant to the Special Warrant Indenture, in each case such copy to be provided to the Agent concurrently with the notice or other material being provided to the Special Warrant Agent or the holders of Special Warrants, as agreed between applicable, or being received by the Corporation; (d) the Corporation will fulfil all legal requirements to permit the creation, issuance, offering and sale of the Special Warrants, the Compensation Options, the Unit Securities and the Warrant Shares, all as contemplated in this Agreement, and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Corporation and take or cause to be taken all action required to be taken by the Corporation in connection with the Offering; (e) the Corporation will comply with each of the covenants of the Corporation set out in the Subscription Agreements; (f) the Corporation will make all necessary filings, use its commercially reasonable efforts to obtain all necessary regulatory consents and approvals, including approvals required by the Applicable Securities Laws and the Exchange, and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement and the Ancillary Documents; (g) the Corporation will not, directly or indirectly, without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), offer to sell, grant any option to purchase or otherwise dispose of (or announce any intention to do so) any Common Shares, or any securities of the Corporation convertible into or exercisable or exchangeable for Common Shares, for a period commencing on the Closing Date and ending on the earlier of the Qualification Date and 120 days after the Closing Date (other than pursuant to the grant or exercise of options issued or that may be issued in the future pursuant to any employee compensation plan, to satisfy currently outstanding convertible instruments or pursuant to the exercise of the Special Warrants, the Compensation Options or Purchase Warrants); (h) prior to the Time of Closing and at all times until the distribution of the Unit Securities is completed, the Corporation will allow the Agent (and the Agent’s Counsel and consultants) to conduct all due diligence which the Agent may reasonably require or which may be considered necessary or appropriate by the Agent. The Corporation will provide to the Agent (and the Agent’s Counsel) reasonable access to the Corporation's senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry that the Agent (or the Agent’s Counsel) may conduct, the Corporation shall also make available its directors, senior management, the Chairman of the Audit Committee of its board of directors, the auditors, the authors of any technical reports, or supporting scientific or technical information prepared for the Corporation and the applicable Dealer(s), Corporation’s Counsel to answer any questions which the Agent may have and the time of to participate in one or more due diligence sessions to be held prior to Closing and prior to filing each agreement Prospectus and to use its commercial best efforts to arrange for the sale auditors of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and any authors of such technical reports to participate in any such due diligence session prior to the applicable Dealer(s), shall be deemed to be an affirmation filing of each Prospectus; (i) the Corporation will ensure that the representationsSpecial Warrants, warrantiesthe Compensation Options, acknowledgements the Unit Securities and agreements of the Corporation contained Warrant Shares, upon issuance in accordance with the terms hereof, have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Ancillary Documents; (j) during the period commencing on the date hereof and ending on the conclusion of the distribution of the Unit Securities, the Corporation will promptly inform the Agent of the full particulars of any request of any Securities Commission or the Exchange for any information, or the receipt by the Corporation of any communication from any Securities Commission, the Exchange or any other competent Governmental Authority relating to the Corporation or which may be relevant to the distribution of the Unit Securities or Listing. Without limiting the foregoing, the Corporation will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Securities Commission of any order suspending or preventing the use of a Prospectus; (ii) the institution, threatening or contemplation of any proceeding for any such purpose; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any certificate theretofore delivered securities of the Corporation (including the Special Warrants or the Unit Securities) having been issued by any Securities Commission or the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Securities Commission to amend or supplement a Prospectus or to provide additional information, and will use its commercial best efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (k) during the period commencing on the date hereof and ending on the conclusion of the distribution of the Unit Securities, the Corporation will promptly inform the Agent of the full particulars of: (i) any material change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against), whether financial or otherwise, in the consolidated assets, liabilities (contingent or otherwise), business, affairs, operations, assets, financial condition or capital of the Corporation; or (ii) any change in any material fact or any misstatement of any material fact contained in any Prospectus, which change or new material fact is, or could reasonably be expected to be, of such a nature as: (i) to render this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation; (ii) would result in this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or (iii) would reasonably be expected to have a material and adverse effect on the market price or value of the Common Shares or constitute a Material Adverse Effect. In such regard to “material changes”, the Corporation will comply with Part 7 of NI 51-102, and the Corporation will prepare and will file promptly any document which may be necessary, and will otherwise comply with all applicable filing and other requirements under Applicable Securities Laws arising as a result of such fact or change; (l) the Corporation will file the Preliminary Prospectus in each relevant Qualifying Jurisdictions as soon as possible following the Closing Date; (m) the Corporation will use the net proceeds from the Offering for working capital requirements and other general corporate purposes; (n) the Corporation will use its commercially reasonable efforts to (i) satisfy all comments with respect to the Dealers pursuant Preliminary Prospectus, prepare and file the Final Prospectus under the Canadian Applicable Securities Laws, obtain the Final Receipt (in accordance with the procedures of prospectus review in multiple jurisdictions provided for under NP 11-202), and take all other steps and proceedings that may be necessary to Sections 5(b)(1be taken by the Corporation in order to qualify the Unit Securities for distribution in each of such Qualifying Jurisdictions under Canadian Applicable Securities Laws and (ii) or 5(ccomplete the Listing, as soon as practicable following the Closing Date; (o) hereof which was last furnished the Corporation will allow the Agent to participate in the preparation of each Prospectus and any supplementary material that the Corporation is required to file under Applicable Securities Laws relating to the Dealers Offering or the distribution of the Unit Securities in each of the Qualifying Jurisdictions; (p) the delivery of the Final Prospectus and any supplementary material to the Agent by the Corporation in accordance with this Agreement will constitute the representation and warranty of the Corporation to the Agent that (except for information and statements relating solely to the Agent and furnished by it specifically for use in the subject Prospectus), at the respective times of delivery: (i) the information and statements contained in such Prospectus: A. are true and correct at and contain no misrepresentation; and B. constitute full, true and plain disclosure of all material facts relating to the time Unit Securities and the Corporation; (ii) no material fact has been omitted from the Prospectus that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of such acceptance or sale, as circumstances in which they were made; and (iii) the case may be, and such representations and warranties of Prospectus complies in all material respects with Canadian Applicable Securities Laws; and (q) the Corporation will be true and correct at the time of delivery deliver to the purchaser or his agentAgent, without charge, contemporaneously with, or such Dealerprior to the filing of, as the case may besubject Prospectus, unless otherwise indicated a copy of any document filed with, or delivered to, the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance Securities Commissions by the Corporation of an offer for under Applicable Securities Laws with the purchase of BondsProspectus. Without limiting the foregoing, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect shall deliver or cause to be delivered to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, Agent: (i) prior to or contemporaneously with the aggregate principal amount filing thereof, copies of all Bonds which have been issued and sold each Prospectus, signed as required by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and Canadian Applicable Securities Laws; and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant prior to the Registration Statement. (b) Each time that Agent signing the Registration Statement or Final Prospectus, a comfort letter from the Prospectus shall be amended or supplemented (other than by an amendment or supplementCorporation’s auditors, such as a Pricing Supplement, providing solely for change in dated the interest rate, purchase price or maturities date of the Bonds remaining Final Prospectus, and reasonably satisfactory in form and substance to be sold or similar changes) or another Registration Statement is filed with the Commission Agent and the Agent’s Counsel addressed to the Agent and the directors of the Corporation, with respect to the Bondsfinancial and accounting information contained in the Final Prospectus, which comfort letter shall be based on a review by the auditors, having a cut-off date of not more than two Business Days prior to the date of the Final Prospectus and shall be in addition to the comfort letter which must be filed with the relevant Securities Commissions; and (r) the Corporation will deliver a bring down comfort letter (bringing down the comfort letter contemplated by Section 4.1(q)(ii)) with respect to any amendment to the Final Prospectus, contemporaneously with, or prior to the filing of, such amendment. 4.2 During the 12-month period following the Closing Date, to the extent the Corporation requires any of the following additional services, the Corporation shall furnish or cause Agent should have a right of first refusal to provide such services as referenced below, the terms and conditions relating to such services to be furnished outlined in a separate agreement and the fees for such services to be in addition to fees payable hereunder: (i) lead agent or lead underwriter and sole bookrunner for any equity or quasi-equity financing, and the Agent shall have the option to elect such other registered investment dealers as syndicate members, to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf mutual satisfaction of the Corporation and the Guarantor and contained in Agent, whereby the certificates referred Agent is to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates appointed with not less than 60% of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatessyndicate economics; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence provision of a material development in the operations formal valuation or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.fairness opinion; or (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly any financial advisory assistance, whether in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence respect of a material development in the financialacquisition, political a divestiture, a business combination proposal or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual reportotherwise.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each acceptance by it of an offer for the purchase of BondsNotes, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds Notes as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of BondsNotes, and each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such BondsNotes, after giving effect to the issuance of such BondsNotes, of any other Bonds Notes to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds outstanding Notes which have been issued and sold by the Corporation pursuant to this Agreement will not exceed US$500,000,000 or its equivalent (calculated as described in the Prospectus) (or such other amount of Bonds duly authorized for issuance as may from time to time be agreed upon in writing among the Corporation, the Guarantor and sale by the Corporation Dealers) and (ii) the aggregate amount of debt securities (including any BondsNotes) to which the Registration Statement relates which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates;. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) ), hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds Notes to make payment for and take delivery of such Bonds Notes shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Guarantor. (h) In respect of any series Tranche of Bonds having a maturity Notes which must be redeemed before the first anniversary of less than one yearthe date of its issue, the Corporation will issue such Bonds Notes only if the following conditions apply (or the Bonds Notes can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (Biv) of Exhibit B C hereto; and (b) the redemption value of each Bond Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Corporation.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees with the Sales Agent that: (a) The time Corporation will (i) notify the Sales Agent promptly of each acceptance any request by it of an offer the SEC or any other governmental body or agency for the purchase amending or supplementing of Bondsthe Prospectus or for information with the respect to the Prospectus; (ii) prepare, promptly upon the Sales Agent's request, any amendments or supplements to the Prospectus which, in the Sales Agent's reasonable opinion, are necessary or advisable in connection with the distribution of the Shares by the Sales Agent; and (iii) not distribute any amendment or supplement to the Prospectus to which the Sales Agent shall reasonably object by notice to the Corporation after having been furnished a copy of any such proposed amendment or supplement within a reasonable time prior to the proposed distribution. (b) The Corporation will advise the Sales Agent, promptly after it shall receive notice or obtain knowledge thereof, of the initiation or threatening of any action, suit or proceeding for the purpose of preventing or suspending the use of the Prospectus and that it will use all reasonable efforts to prevent the issuance of any order or ruling preventing or suspending the offering or to obtain its withdrawal if such an order or ruling should be issued. (c) The Corporation at its expense will furnish to the Sales Agent, as agreed between soon as available, copies of the Prospectus and all amendments and supplements thereto in such quantities as the Sales Agent may from time to time reasonably request. The Corporation will also furnish an electronic copy (in Microsoft Word) of the Prospectus. The Corporation will place the Sales Agent's name on the front of the Prospectus. (d) During a period of three years from the Effective Date, the Corporation agrees to furnish to its shareholders and to the applicable Dealer(sSales Agent, in accordanced with SEC rules and regulations , an annual report with respect to such year (including financial statements audited by independent certified accountants). (e) Without the Sales Agent's consent (which will not be unreasonably withheld), and the time of each agreement Corporation will not issue, sell, contract to sell or grant any option for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, otherwise dispose of any shares of Common Stock or securities convertible into or exercisable for Common Stock (other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, than (i) the aggregate principal amount issuance of all Bonds which have been issued and the Shares being sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and Prospectus, (ii) the aggregate amount issuance of debt securities stock pursuant to outstanding warrants as described in the Prospectus, (including any Bondsiii) which have been issued and sold by options for the Corporation in transactions which require such debt securities purchase of 4,000 shares of Common Stock to be registered under the 1933 Act will not exceed the amount of debt securities registered issued to Jim Burkholder and (iv) options issued pursuant to the Registration Statement. (bXxxxxxxxxxx Xxock Award Plan) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated within 180 days from the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a)Offering Period terminates. (f) The Corporation, as co-registrant with Corporation will apply the Guarantor, will file an annual report on Form 18-K with net proceeds from the Commission within nine months after offering received by it substantially in the close manner set forth under "Use of its fiscal yearProceeds" in the Prospectus. (g) As soon During a period of three years from the Effective Date (as practicable after the occurrence of a material development in the operations or financial position of the Corporationhereinafter defined), the Corporation or its successors or assigns will disclose such comply in all material development respects with all registration, filing and reporting requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, if applicable, or imposed by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one yearthe KDFI, the Corporation will issue such Bonds only if the following conditions apply (FDIC or the Bonds can otherwise be issued without contravention of Section 19 FED, in each case which are or may from time to time become required of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (Corporation or an amount of equivalent value denominated wholly its successors or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount)assigns. B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each Each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s)principal, shall be deemed to be an affirmation that the representations, warranties, acknowledgements representations and agreements warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, and each agreement Agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date settlement date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date settlement date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, settlement date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act and will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx Sxxxxxxx & XxxxxxxxCxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date settlement date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a6A(a), and (ii) the satisfaction, on such Settlement Datesettlement date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates;. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The In addition to any other covenant of the Corporation set forth in this Agreement, the Corporation covenants and agrees with the Agents that: (a) The time it will comply in all material respects with the terms and conditions of the Transaction Documents and it will cause its Subsidiaries to comply in all material respects with the terms and conditions of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained agreements included in the Transaction Documents; (b) during the period commencing on the date of this Agreement and ending at Offering Termination Date, it will promptly notify the Agents in writing of any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser representations or his agent, or such Dealer, as the case may be, of the relevant Bonds as though warranties made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are this Agreement being no longer true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatesany material respect; (c) Each time that during the Registration Statement or period commencing on the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in date of this Agreement and ending on the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the BondsOffering Termination Date, the Corporation shall furnish or cause to be furnished forthwith to will promptly inform the Dealers and the counsel for the Dealers a written opinion Agents of the Crown Solicitor receipt by the Corporation of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracyany communication of a material nature from any Securities Commission or similar regulatory authority, on the related Settlement Date fixed pursuant any stock exchange or any other Governmental Authority relating to the Procedures, Corporation or the distribution of the Corporation’s representation and warranty deemed to be made to Subscription Receipts or the Dealers pursuant to the last sentence of Section 6.A.(a)Underlying Securities, and (ii) the satisfactionissuance by any Securities Commission or similar regulatory authority, on such Settlement Date, any stock exchange or any other Governmental Authority of each any order to cease or suspend trading of any securities of the conditions set forth Corporation or of the institution or threat of institution of any proceedings for that purpose; (d) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and Agents’ Counsel with the Canadian Securities Laws of the Canadian Qualifying Jurisdictions in which it is then a reporting issuer with respect to any material change, change, occurrence or event of the nature referred to in Section 5(a8(c).; (e) the Corporation will use the net proceeds from the Offering as described in the Final Prospectus; (f) The Corporation, as co-registrant the Corporation will execute and deliver or file with the GuarantorSecurities Commissions as required all forms, will file an annual report on Form 18-K with notices and certificates relating to the Commission within nine months after Offering required to be filed pursuant to Canadian Securities Laws in the close of its fiscal year.time required by Canadian Securities Laws; (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing ensure that, at all times prior to the expiry of the Warrants and the Compensation Options, a report on Form 18-K or Form 18-K/A amending its annual report.sufficient number of Warrant Shares and Compensation Option Shares, respectively, are reserved for issuance upon the due exercise of the Warrants and the Compensation Options, respectively; (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the following conditions apply (or Corporation will pay all filing fees required to be paid in connection with the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants transactions contemplated in the terms set out in paragraph (iii) (B) of Exhibit B heretothis Agreement; and (bi) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless Corporation will use commercially reasonable efforts to cause the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition satisfaction of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual reportEscrow Release Condition.

Additional Covenants of the Corporation. A. 4.1 The Corporation hereby further covenants to and agrees thatwith the Agents, on their own behalf and on behalf of the Subscribers, as follows: (a) The time of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation will enter into duly and fully completed Subscription Agreements, accompanied by properly completed and executed applicable schedules thereto and the applicable Dealer(s)subscription amount, with the Subscribers and, unless the Corporation reasonably believes that it would be unlawful to do so or in breach of any Applicable Securities Laws or the number of Offered Units subscribed for pursuant to the Subscription Agreement exceeds the maximum number of Offered Units to be sold under this Agreement and the time of Offering, will fully accept the subscriptions in each agreement for duly executed Subscription Agreement submitted to the sale of Bonds Corporation accompanied by properly completed and executed applicable schedules thereto and the required subscription funds; (b) the Corporation will fulfil all legal requirements to a Dealer as principal and each offer permit the creation, issuance, offering and sale of Bonds by a Dealerthe Unit Securities, as agreed between the Corporation Compensation Options, the Warrant Shares and the applicable Dealer(s)Compensation Option Shares, shall be deemed all as contemplated in this Agreement, and file or cause to be an affirmation that the representationsfiled all documents, warrantiesapplications, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) forms or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds undertakings required to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale filed by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold take or cause to be taken all action required to be taken by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed connection with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatesOffering; (c) Each time that the Registration Statement Corporation will comply with each of the covenants of the Corporation set out in the Subscription Agreements; (d) the Corporation will make all necessary filings, use its commercially reasonable efforts to obtain all necessary regulatory consents and approvals, including approvals required by the Applicable Securities Laws and the Exchange, and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement and the Ancillary Documents; (e) the Corporation will not, directly or indirectly, without the Prospectus shall prior written consent of MRCC, on behalf of the Agents (such consent not to be amended unreasonably withheld or supplemented delayed), offer to sell, grant any option to purchase or otherwise dispose of (or announce any intention to do so) any Common Shares, or any securities of the Corporation convertible into or exercisable or exchangeable for Common Shares, for a period commencing on the date hereof and ending 120 days after the Closing Date (other than by an amendment pursuant to the grant or supplement, such as a Pricing Supplement, providing solely for a change exercise of options issued or that may be issued in the future pursuant to the Corporation’s existing employee stock option plan or any other share based compensation plan, pursuant to an agreement to make an “arm’s length” acquisition of an interest ratein a resource property, purchase price or maturities to satisfy currently outstanding convertible instruments, or in connection with the issuance of securities of the Bonds remaining Corporation pursuant to be sold employee or similar changesexecutive incentive compensation arrangements or other existing commitments of the Corporation to issue Common Shares as of the date hereof), or another Registration Statement is filed with the Commission with respect ; (f) prior to the BondsClosing Time, the Corporation will allow the Agents (and the Agents’ Counsel and the Agents’ consultants) to conduct all due diligence which the Agents may reasonably require or which may be considered necessary or appropriate by the Agents. The Corporation will provide to the Agents (and the Agents’ Counsel) reasonable access to the Corporation's senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry that the Agents (or the Agents’ Counsel) may conduct, the Corporation shall furnish also make available its directors, senior management (including its qualified person(s) for the purposes of NI 43-101), the Chairman of the Audit Committee of its board of directors, the auditors, the authors of the Technical Report, or cause supporting scientific or technical information prepared for the Corporation and the Corporation’s counsel to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be furnished forthwith held prior to Closing and to use its commercially reasonable efforts to arrange for the auditors and any authors of such technical reports of the Corporation to participate in any such due diligence sessions; (g) the Corporation will ensure that the Unit Securities, the Compensation Options, the Warrant Shares and the Compensation Option Shares, have the attributes corresponding in all material respects to the Dealers description thereof set forth in this Agreement and the counsel for Ancillary Documents; (h) during the Dealers a written opinion period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Agents of the Crown Solicitor full particulars of any request of any Securities Commission or the Exchange for any information, or the receipt by the Corporation of any communication from any Securities Commission, the Exchange or any other competent Governmental Authority relating to the Corporation or which may be relevant to the distribution of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to Offered Units. Without limiting the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationforegoing, the Auditor-General of Corporation will advise the State of Queensland shall furnish the Dealers a letterAgents, dated the date of filing of such amendmentpromptly after receiving notice or obtaining knowledge thereof, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter.of: (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracyinstitution, on the related Settlement Date fixed pursuant to the Procedures, threatening or contemplation of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and any proceeding for any such purpose; or (ii) any order, ruling, or determination having the satisfaction, on such Settlement Date, effect of each suspending the sale or ceasing the trading in any securities of the conditions set forth in Section 5(a).Corporation (including the Unit Securities) having been issued by any Securities Commission or the institution, threatening or contemplation of any proceeding for any such purposes; (fi) The Corporation, as co-registrant with during the Guarantor, will file an annual report period commencing on Form 18-K with the Commission within nine months after date hereof and ending on the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the CorporationClosing Date, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.promptly inform the Agents of the full particulars of: (hi) In respect any material change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against), whether financial or otherwise, in the consolidated assets, liabilities (contingent or otherwise), business, affairs, operations, assets, financial condition or capital of the Corporation; or (ii) any change in any material fact or any misstatement of any series material fact contained in the Corporation’s Information Record, which change or new material fact is, or could reasonably be expected to be, of Bonds having such a maturity nature as: (i) to render this Agreement or any of less than one yearthe Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation; (ii) would result in this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or (iii) would reasonably be expected to have a material and adverse effect on the market price or value of the Common Shares or constitute a Material Adverse Effect. In such regard to “material changes”, the Corporation will issue comply with Part 7 of NI 51-102, and the Corporation will prepare and will file promptly any document which may be necessary, and will otherwise comply with all applicable filing and other requirements under Applicable Securities Laws arising as a result of such Bonds only if the following conditions apply (fact or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B heretochange; and (bj) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), Corporation will use the net proceeds from the Offering to diamond drill the Iberian Belt West Project and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount)for working capital and general corporate purposes. B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees with the Sales Agent that: (a) The time Corporation will (i) notify the Sales Agent promptly of each acceptance any request by it of an offer the SEC or any other governmental body or agency for the purchase amending or supplementing of Bondsthe Prospectus or for information with the respect to the Prospectus; (ii) prepare, promptly upon the Sales Agent's request, any amendments or supplements to the Prospectus which, in the Sales Agent's reasonable opinion, are necessary or advisable in connection with the distribution of the Shares by the Sales Agent; and (iii) not distribute any amendment or supplement to the Prospectus to which the Sales Agent shall reasonably object by notice to the Corporation after having been furnished a copy of any such proposed amendment or supplement within a reasonable time prior to the proposed distribution. (b) The Corporation will advise the Sales Agent, promptly after it shall receive notice or obtain knowledge thereof, of the initiation or threatening of any action, suit or proceeding for the purpose of preventing or suspending the use of the Prospectus and that it will use all reasonable efforts to prevent the issuance of any order or ruling preventing or suspending the offering or to obtain its withdrawal if such an order or ruling should be issued. (c) The Corporation at its expense will furnish to the Sales Agent, as agreed between soon as available, copies of the Prospectus and all amendments and supplements thereto in such quantities as the Sales Agent may from time to time reasonably request. The Corporation will also furnish an electronic copy (in Microsoft Word) of the Prospectus. The Corporation will place the Sales Agent's name on the front of the Prospectus. (d) During a period of three years from the Effective Date, the Corporation agrees to furnish to its shareholders and to the applicable Dealer(sSales Agent, in accordanced with SEC rules and regulations , an annual report with respect to such year (including financial statements audited by independent certified accountants). (e) Without the Sales Agent's consent (which will not be unreasonably withheld), and the time of each agreement Corporation will not issue, sell, contract to sell or grant any option for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, otherwise dispose of any shares of Common Stock or securities convertible into or exercisable for Common Stock (other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, than (i) the aggregate principal amount issuance of all Bonds which have been issued and the Shares being sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and Prospectus, (ii) the aggregate amount issuance of debt securities stock pursuant to outstanding warrants as described in the Prospectus, (including any Bondsiii) which have been issued and sold by options for the Corporation in transactions which require such debt securities purchase of 4,000 shares of Common Stock to be registered under the 1933 Act will not exceed the amount of debt securities registered issued to Xxx Xxxxxxxxxx and (iv) options issued pursuant to the Registration Statement. (bCorporation Stock Award Plan) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated within 180 days from the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a)Offering Period terminates. (f) The Corporation, as co-registrant with Corporation will apply the Guarantor, will file an annual report on Form 18-K with net proceeds from the Commission within nine months after offering received by it substantially in the close manner set forth under "Use of its fiscal yearProceeds" in the Prospectus. (g) As soon During a period of three years from the Effective Date (as practicable after the occurrence of a material development in the operations or financial position of the Corporationhereinafter defined), the Corporation or its successors or assigns will disclose such comply in all material development respects with all registration, filing and reporting requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, if applicable, or imposed by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one yearthe KDFI, the Corporation will issue such Bonds only if the following conditions apply (FDIC or the Bonds can otherwise be issued without contravention of Section 19 FED, in each case which are or may from time to time become required of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (Corporation or an amount of equivalent value denominated wholly its successors or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount)assigns. B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. In addition to any other covenant of the Corporation set forth in this Agreement, the Corporation covenants with the Agents, the Pacific Road Entities and the Purchasers (and confirms, for greater certainty, that the Purchasers, in addition to the Agents shall have the benefit of such covenants as if they had been made directly to the Purchasers under their respective Subscription Agreements) that: (1) The Corporation covenants will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement, including the creation, issuance, offering and sale of the Special Warrants; (2) Subject to compliance with applicable law, until the Closing Date, the Corporation will not make or authorise or permit to be made to the TSX or any other person, any material statement or announcement or issue any press release in relation to the Offering without the prior consent of the Co-Lead Agents on behalf of the Agents and the Pacific Road Entities, such consent not to be unreasonably withheld or delayed; (3) The Corporation agrees thatnot to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional common shares of the Corporation or any securities convertible or exchangeable into common shares of the Corporation, other than pursuant to (i) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar securities compensation arrangements in place, or (ii) the issue of common shares upon the exercise of convertible securities, warrants or options outstanding prior to the Time of Closing, or (iii) any existing or future property acquisition or option agreements entered into in the ordinary course of business, or (iv) any bona fide merger, acquisition, business combination or similar transaction entered into with an arm’s length party, for a period ending on the Qualification Deadline, without the prior written consent of the Co-Lead Agents, such consent not to be unreasonably withheld or delayed, provided that in the case of (iii) and (iv) above, the consent of the Co-Lead Agent shall be required where the aggregate dilution exceeds 10%, on a fully-diluted basis; (4) The Corporation shall comply in all material respects with the applicable Prospectus Review Procedures and in connection therewith shall: (a) as soon as possible following the Closing Date but in any event not later than five days following the Closing Date, prepare and file a preliminary prospectus to qualify the Underlying Securities (the “Preliminary Prospectus”) and other documents required under the securities laws of the Qualifying Provinces with the Securities Commissions and designate the British Columbia Securities Commission (“BCSC”) as the principal regulator, and obtain a preliminary receipt from the BCSC for the Preliminary Prospectus evidencing that a receipt has been deemed to be issued for the Preliminary Prospectus (the “Preliminary Receipt”) in each of the Qualifying Provinces; (b) use reasonable best efforts to, as soon as possible after any comments of the Securities Commissions in connection with the Preliminary Prospectus have been satisfied, and, in any event, by not later than 5:00 p.m. (Toronto time) on August 31, 2011 (or such later date as may be agreed to by the Corporation, the Agents and the Pacific Road Entities) (“Qualification Deadline”): (i) prepare and file the Final Prospectus, (together with the Preliminary Prospectus, the “Prospectuses”) and other documents required under the applicable securities laws of the Qualifying Provinces with the Securities Commissions; and (ii) obtain a final receipt from the BCSC for the Final Prospectus evidencing that a receipt has been deemed to be issued for the Final Prospectus (the “Final Receipt”) in each of the Qualifying Provinces; (c) during the period commencing with the date hereof and ending on the completion of the distribution of the Underlying Securities, the Corporation will promptly inform the Agents and the Pacific Road Entities of: (i) any request of the Securities Commissions for any amendment to the Preliminary Prospectus, the Final Prospectus or any other part of the Public Record or for any additional information; (ii) the receipt by the Corporation of any communication from any Securities Commission or similar regulatory authority, the TSX, or any other competent authority relating to any part of the Public Record or the distribution of the Special Warrants or the Underlying Securities; and (iii) the issuance by any Securities Commission or similar regulatory authority, the TSX or by any other competent authority, of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (d) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and the Agents’ counsel and the Pacific Road Entities and the Pacific Road Entities’ counsel, with Canadian Securities Laws with respect to any material adverse change, material change, change, occurrence or event of the nature referred to in Section 4(6) and the Corporation will prepare and file promptly at the Agents’ request, acting reasonably, any amendment to the Prospectuses or Supplementary Material as may be required under the securities laws of the Qualifying Provinces; provided that the Corporation shall have allowed the Agents and the Agents’ counsel and the Pacific Road Entities and the Pacific Road Entities’ counsel to participate fully in the preparation of any Supplementary Material and to conduct all due diligence investigations which the Agents may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Agents to execute the certificate required to be executed by them in, or in connection with, such Supplementary Material; (e) otherwise fulfill all necessary legal requirements to enable the Underlying Securities to be distributed in each of the Qualifying Provinces; (f) until the completion of the distribution of the Underlying Securities, promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under the securities laws of the Qualifying Provinces to continue to qualify the Underlying Securities for distribution or, in the event that the Underlying Securities have, for any reason, ceased to so qualify, to use reasonable commercial efforts to again qualify the Underlying Securities for distribution; and (g) prior to the filing of the Preliminary Prospectus and the Final Prospectus and prior to the filing with any Securities Commissions of any Supplementary Material, have allowed the Agents and the Agents’ counsel and the Pacific Road Entities and the Pacific Road Entities’ counsel to participate fully in the preparation of and to approve the form of such documents (such approval not to be unreasonably withheld); (5) The time Corporation shall deliver or cause to be delivered without charge to the Agents and, except with respect to the matters referred to in (c) and (d) below, to the Pacific Road Entities, the documents set out below at the respective times indicated: (a) contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each acceptance of the Preliminary Prospectus and the Final Prospectus, copies of the Preliminary Prospectus and the Final Prospectus, signed as required by the securities laws of the Qualifying Provinces; (b) as soon as they are available, copies of any Supplementary Material, if required, signed as required by the securities laws of the Qualifying Provinces; (c) prior to the filing of the Final Prospectus with the Securities Commissions or at such other time as the Agents may agree, acting reasonably, a long-form “comfort letter” from the Corporation’s Auditors, dated the date of the Final Prospectus, addressed to the Agents and the Agents’ counsel and satisfactory in form and substance to the Agents and the Agents’ counsel, acting reasonably, based on a review completed not more than two business days prior to the date of the letter, verifying certain financial and accounting information relating to the Corporation in the Final Prospectus, including all documents incorporated by reference, and any Supplementary Material, including: (i) to the effect that, in their opinion, the financial information examined by them complies in all material respects with all applicable accounting requirements, including Canadian GAAP and the applicable accounting requirements of Canadian Securities Laws; (ii) relating to the verification of the financial data contained in the “circle up” of the Final Prospectus, the documents incorporated by reference and any Supplementary Material and matters involving changes or developments since the respective dates as of which such financial data is given in the Final Prospectus, the documents incorporated by reference or the Supplementary Material, as the case may be; and (iii) to the effect that the Corporation’s Auditors are independent public accountants as required by Canadian Securities Laws, which letter will be in addition to the consent letters addressed by the Corporation’s Auditors to the Securities Commissions in the Qualifying Provinces or contained in the Final Prospectus; (d) comfort letters similar to those in subparagraph 8(c) with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agents for their signature or, if the Agents’ signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agents and the Agents’ counsel, acting reasonably; (e) as soon as possible after the filing of the Prospectuses, without charge, commercial copies of the Prospectuses (including any documents incorporated by reference into the Prospectuses to the extent not available on SEDAR) and any Supplementary Material in such numbers and in such cities as the Agents may reasonably request by written instructions to the Corporation, or the printer thereof, given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents; (f) upon the date of distribution of the Common Shares, a legal opinion of the Corporation’s counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel), addressed to the Agents and the Pacific Road Entities, in form and substance reasonably satisfactory to the Agents and the Pacific Road Entities (it being understood that all opinions provided under this Agreement will be subject to appropriate and customary qualifications and assumptions as required by counsel, acting reasonably) to the effect that: (i) the attributes of the Special Warrants and the Underlying Securities, conform in all material respects with the description thereof contained in the Prospectuses; (ii) the statements set forth in the Prospectuses under the heading “Eligibility for Investment” are true and correct; (iii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the securities laws of the Qualifying Provinces in order to qualify the Underlying Securities for distribution to the Purchasers in each of the Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of the securities laws of the Qualifying Provinces; (iv) the first trade by a Purchaser of the Underlying Securities received upon the exchange of the Special Warrants will not be subject to the prospectus requirements of Canadian Securities Laws and no filing, proceeding, approval, permit, consent or authorization under Canadian Securities Laws will be required to permit the trading of such Underlying Securities through investment dealers or brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of the securities laws of the Qualifying Provinces; and (v) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of an offer for the purchase of BondsProspectuses and the filing thereof, as agreed between the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws; (g) upon the closing date of the distribution of the Underlying Securities, the opinion contemplated by Section 6(3) of this Agreement dated as of the date of the distribution of the Underlying Securities; and (h) a certificate dated as of the date of the distribution of the Underlying Securities, addressed to the Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation and (or such other officers as acceptable to the applicable Dealer(sAgents), certifying for and on behalf of the Corporation, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (i) the Corporation having complied with all covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the time of each agreement for the sale distribution of Bonds the Underlying Securities; (ii) subsequent to March 31, 2011, there having not occurred (i) a Dealer material change, or any change or development involving a prospective Material Adverse Effect, or the coming into existence of a new material fact, other than as principal disclosed in the Public Record or the Prospectuses; and each offer and sale of Bonds (ii) except as disclosed in the Public Record or in the Prospectuses, no transactions have been entered into by a Dealer, as agreed between the Corporation which are or would be material to the Corporation; and (iii) the representations and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements warranties of the Corporation contained in this Agreement and in any certificate theretofore certificates of the Corporation delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are in connection with this Agreement, being true and correct in all material respects as at the time of such acceptance or sale, as the case may be, and such representations and warranties distribution of the Corporation will be true Underlying Securities, with the same force and correct at the time of delivery to the purchaser or his agent, or such Dealer, effect as the case may be, of the relevant Bonds as though if made at on and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each at such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold transactions contemplated by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration StatementDocuments. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The In addition to any other covenant of the Corporation set forth in this Agreement, the Corporation covenants and agrees with the Agents that: (a) The time it will comply in all material respects with the terms and conditions of the Transaction Documents and it will cause its Subsidiaries to comply in all material respects with the terms and conditions of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained agreements included in the Transaction Documents; (b) during the period commencing on the date of this Agreement and ending at Offering Termination Date, it will promptly notify the Agents in writing of any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser representations or his agent, or such Dealer, as the case may be, of the relevant Bonds as though warranties made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are this Agreement being no longer true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatesany material respect; (c) Each time that during the Registration Statement or period commencing on the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in date of this Agreement and ending on the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the BondsOffering Termination Date, the Corporation shall furnish or cause to be furnished forthwith to will promptly inform the Dealers and the counsel for the Dealers a written opinion Agents of the Crown Solicitor receipt by the Corporation of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracyany communication of a material nature from any Securities Commission or similar regulatory authority, on the related Settlement Date fixed pursuant any stock exchange or any other Governmental Authority relating to the Procedures, Corporation or the distribution of the Corporation’s representation and warranty deemed to be made to Subscription Receipts or the Dealers pursuant to the last sentence of Section 6.A.(a)Underlying Securities, and (ii) the satisfactionissuance by any Securities Commission or similar regulatory authority, on such Settlement Date, any stock exchange or any other Governmental Authority of each any order to cease or suspend trading of any securities of the conditions set forth Corporation or of the institution or threat of institution of any proceedings for that purpose; (d) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and Agents’Counsel with the Canadian Securities Laws of the Canadian Qualifying Jurisdictions in which it is then a reporting issuer with respect to any material change, change, occurrence or event of the nature referred to in Section 5(a8(c).; (e) the Corporation will use the net proceeds from the Offering as described in the Final Prospectus; (f) The Corporation, as co-registrant the Corporation will execute and deliver or file with the GuarantorSecurities Commissions as required all forms, will file an annual report on Form 18-K with notices and certificates relating to the Commission within nine months after Offering required to be filed pursuant to Canadian Securities Laws in the close of its fiscal year.time required by Canadian Securities Laws; (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing ensure that, at all times prior to the expiry of the Warrants and the Compensation Options, a report on Form 18-K or Form 18-K/A amending its annual report.sufficient number of Warrant Shares and Compensation Option Shares, respectively, are reserved for issuance upon the due exercise of the Warrants and the Compensation Options, respectively; (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the following conditions apply (or Corporation will pay all filing fees required to be paid in connection with the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants transactions contemplated in the terms set out in paragraph (iii) (B) of Exhibit B heretothis Agreement; and (bi) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless Corporation will use commercially reasonable efforts to cause the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition satisfaction of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual reportEscrow Release Condition.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each Each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s)Notes, and the time of each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s)principal, shall be deemed to be an affirmation that the representations, warranties, acknowledgements representations and agreements warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds Notes as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of BondsNotes, and each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date settlement date for the sale of such BondsNotes, after giving effect to the issuance of such BondsNotes, of any other Bonds Notes to be issued on or prior to such Settlement Date settlement date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Datesettlement date, (i) the aggregate principal amount of all Bonds outstanding Notes which have been issued and sold by the Corporation pursuant to this Agreement will not exceed US$500,000,000 or its equivalent (calculated as described in the Prospectus) (or such other amount of Bonds duly authorized for issuance as may from time to time be agreed upon in writing among the Corporation, the Guarantor and sale by the Corporation Dealers) and (ii) the aggregate amount of debt securities (including any BondsNotes) to which the Registration Statement relates which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates;. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for a change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) ), hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds Notes to make payment for and take delivery of such Bonds Notes shall be subject to (i) the accuracy, on the related Settlement Date settlement date fixed pursuant to the Procedures, of the Corporation’s 's representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a6A(a), and (ii) the satisfaction, on such Settlement Datesettlement date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Guarantor. (h) In respect of any series Tranche of Bonds having a maturity Notes which must be redeemed before the first anniversary of less than one yearthe date of its issue, the Corporation will issue such Bonds Notes only if the following conditions apply (or the Bonds Notes can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “"FSMA”"): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (Biv) of Exhibit B C hereto; and (b) the redemption value of each Bond Note is not less than £100,000 (pound)100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond Note may be transferred unless the redemption value of that part is not less than £100,000 (pound)100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Corporation.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each Each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s)principal, shall be deemed to be an affirmation that the representations, warranties, acknowledgements representations and agreements warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, and each agreement Agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date settlement date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date settlement date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Datesettlement date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act and will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, supplement providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date settlement date fixed pursuant to the Procedures, of the Corporation’s 's representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a6A(a), and (ii) the satisfaction, on such Settlement Datesettlement date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “"FSMA”"): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (pound)100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (pound)100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The In addition to any other covenant of the Corporation set forth in this Agreement, the Corporation covenants and agrees with the Agents that: (a) The time it will comply in all material respects with the terms and conditions of the Transaction Documents and each of the agreements included in the Documents to Satisfy Release Conditions, and it will cause its subsidiaries (including the Material Subsidiaries) to comply in all material respects with the terms and conditions of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained agreements included in this Agreement the Documents to Satisfy Release Conditions, including the obligation to make all required payments and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any take all other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement.required actions thereunder; (b) Each time that during the Registration Statement period commencing on the date of this Agreement and ending on the Offering Termination Date, it will promptly provide to the Agents, for review by the Agents and Agents’ Counsel, prior to filing or issuance of the same, any press release or material change report related to the Offering and any press release issued by the written concerning the Subscription Receipts or the Prospectus shall be amended Underlying Securities is to include the following or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in substantially similar legend: “NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.” and applicable legends required under Rule 135 under the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatesU.S. Securities Act; (c) Each time that during the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated period commencing on the date of delivery this Agreement and ending at the Closing Time, promptly notify the Agents in writing of such opinions, in form satisfactory to the Dealers receiving such opinions, any of the same tenor as representations or warranties made by the opinions referred to Corporation in Section 5(b)(2) this Agreement being no longer true and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, correct in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).material respect; (d) Each time that during the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated period commencing on the date of filing of such amendmentthis Agreement and ending on the Offering Termination Date, supplement or document with the Commission, Corporation will promptly inform the Agents of the same tenor as receipt by the portions Corporation of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracyany communication of a material nature from any Securities Commission or similar regulatory authority, on the related Settlement Date fixed pursuant any stock exchange or any other Governmental Authority relating to the Procedures, Corporation or the distribution of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a)Subscription Receipts, and (ii) the satisfactionissuance by any Securities Commission or similar regulatory authority, on such Settlement Date, any stock exchange or any other Governmental Authority of each any order to cease or suspend trading of any securities of the conditions set forth Corporation or of the institution or threat of institution of any proceedings for that purpose;‌ (e) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and Agents’ Counsel with the Canadian Securities Laws of the Qualifying Provinces in which it is then a reporting issuer with respect to any material change, change, occurrence or event of the nature referred to in Section 5(a8(d).; (f) The Corporation, as co-registrant the Corporation will use the net proceeds from the Offering substantially in accordance with the Guarantor, will file an annual report on Form 18-K with disclosure provided in the Commission within nine months after Prospectuses (subject to the close of its fiscal year.qualifications set out therein); (g) As soon the Corporation will execute and deliver or file with the Securities Commissions as practicable after required all forms, notices and certificates relating to the occurrence of a material development Offering required to be filed pursuant to Canadian Securities Laws in the operations or financial position time required by Canadian Securities Laws; (h) the Corporation will ensure that, at all times prior to the expiry of the CorporationBroker Warrants, a sufficient number of LEAF Shares are reserved for issuance upon the due exercise of the Broker Warrants; (i) the Corporation will make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement; (j) the Corporation will use commercially reasonable efforts to cause the satisfaction of the Release Conditions; (k) without limiting Section 8(j), the Corporation will disclose such material development use commercially reasonable efforts to execute and deliver, or cause to be delivered, in connection with the satisfaction of the Release Conditions each of the Documents to Satisfy Release Conditions, and each of the agreements to which the Corporation or a Material Subsidiary is a party included in the Documents to Satisfy Release Conditions will, as of the Conversion Date, be duly executed and delivered by filing the Corporation or the Material Subsidiary, as applicable, and will constitute a report on Form 18-K legal, valid and binding obligation of the Corporation or Form 18-K/A amending the Material Subsidiary, as applicable, enforceable against the Corporation or the Material Subsidiary, as applicable, in accordance with its annual report.terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (al) the relevant Dealer covenants in Prospectuses (including the terms set out in paragraph documents incorporated by reference therein) and any Supplementary Material will, as at the date thereof: (iiii) (B) of Exhibit B heretocontain no misrepresentation; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each acceptance by it of an offer for the purchase of BondsNotes, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation and the Guarantor contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation and the Guarantor will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds Notes as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of BondsNotes, and each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such BondsNotes, after giving effect to the issuance of such BondsNotes, of any other Bonds Notes to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds outstanding Notes which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds Notes duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any BondsNotes) to which the Registration Statement relates which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than than, in the case of the Prospectus, by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes) ), which, in the case of the Registration Statement, shall be by post-effective amendment or through incorporation by reference by filing of an annual report on Form 18-K or an amendment thereto on Form 18-K/A with the Commission containing the Corporation’s financial statements for its most recently ended fiscal year or the Guarantor’s Total State Sector Accounts for its most recently ended fiscal year, or another Registration Statement is filed with the Commission with respect to the BondsNotes, or at any other time as otherwise agreed by the Corporation and one or more of the Dealers, the Corporation shall furnish or cause to be furnished forthwith to the Dealers forthwith or the applicable Dealers, as the case may be, a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates;. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than than, in the case of the Prospectus, by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes), which, in the case of the Registration Statement, shall be by post-effective amendment or through incorporation by reference by filing of an annual report on Form 18-K or an amendment thereto on Form 18-K/A with the Commission containing the Corporation’s financial statements for its most recently ended fiscal year or the Guarantor’s Total State Sector Accounts for its most recently ended fiscal year, or another Registration Statement is filed with the Commission with respect to the BondsNotes, or at any other time as otherwise agreed by the Corporation and one or more of the Dealers, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and or the counsel for applicable Dealers, as the Dealers case may be, a written opinion of Mallesons Sxxxxxx Xxxxxx, and a written opinion and disclosure letter of Sxxxxxxx & Cxxxxxxx; and the Crown Solicitor applicable Dealers shall have received a written opinion and negative assurance letter of the State of Queensland Sxxxxxx, Arps, Slate, Mxxxxxx and Xxxxxxxx & XxxxxxxxFxxx, or other counsel satisfactory to the Dealers receiving such opinionsopinions and letters, each dated the date of delivery of such opinionsopinions and letters, in form satisfactory to the Dealers receiving such opinionsopinions and letters, of the same tenor as the opinions and letters referred to in Section 5(b)(2) and 5(b) ), (3) and (4), hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or letter or, in lieu of any such opinionopinion or letter, counsel last furnishing such opinions or letters to the Dealers shall furnish to any Dealer entitled to receive such opinion or letter a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional by incorporation by reference by filing of an annual report on Form 18-K or an amendment thereto on Form 18-K/A with the Commission, containing the Corporation’s financial informationstatements for its most recently ended fiscal year or the Guarantor’s Total State Sector Accounts for its most recently ended fiscal year, the Auditor-General of the State of Queensland New South Wales shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(45(b)(5) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds Notes to make payment for and take delivery of such Bonds Notes shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s and the Guarantor’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), ) and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Guarantor. (h) In respect of any series Tranche of Bonds having a maturity Notes which must be redeemed before the first anniversary of less than one yearthe date of its issue, the Corporation will issue such Bonds Notes only if the following conditions apply (or the Bonds Notes can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (Biv) of Exhibit B C hereto; and (b) the redemption value of each Bond Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition conditions or the financial or economic prospects of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Corporation.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees to the Underwriters that: (a) The time of each acceptance by it of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at advise the time of delivery to the purchaser or his agentUnderwriters, or such Dealer, as the case may bepromptly after receiving notice thereof, of the relevant Bonds time when the Prospectus Supplement and any Amendment has been filed and a Passport System receipt therefor, as though made at applicable, has been obtained and as will provide evidence reasonably satisfactory to the Underwriters of each such time filing and a copy of any such Passport System receipt; (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by b) the Corporation of an offer for will advise the purchase of BondsUnderwriters, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealerpromptly after receiving notice or obtaining knowledge thereof, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other Bonds to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, of: (i) the aggregate principal amount issuance by any securities regulatory authority of all Bonds which have been issued any order suspending or preventing the use of the Prospectus or any Amendment; (ii) the suspension of the qualification of the Offered Securities in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any purposes listed in (i) or (ii) above; or (iv) any requests made by any securities regulatory authority for amending or supplementing the Prospectus or for additional information, and sold by will use its commercially reasonable efforts to prevent the Corporation pursuant issuance of any order or suspension referred to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation in (i) and (ii) above and, if any such order is issued, to obtain the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such withdrawal thereof as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, quickly as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatespossible; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the Bonds, the Corporation shall furnish will file or cause to be furnished forthwith filed with the TSX all necessary documents and will to take or cause to be taken all necessary steps to ensure that the Offered Securities, and the Underlying Common Shares have been approved for listing and posted for trading on the TSX, prior to the Dealers and Closing Date, subject only to satisfaction by the counsel for the Dealers a written opinion Corporation of the Crown Solicitor of customary post-closing conditions imposed by the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, TSX in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).similar circumstances; (d) Each time that the Registration Statement or Corporation shall, prior to the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General completion of the State Distribution of Queensland shall furnish the Dealers a letterOffered Securities in the Qualifying Jurisdictions, dated take or use commercially reasonable efforts to cause to be taken all steps and proceedings that may be required under Securities Laws to qualify the date of filing of such amendment, supplement or document Offered Securities for sale to the public in the Qualifying Jurisdictions through registrants registered under applicable laws who have complied with the Commission, relevant provisions of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter.Securities Laws; (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant prior to the Procedures, completion of the Corporation’s representation Distribution of the Offered Securities in the Qualifying Jurisdictions, the Prospectus and warranty deemed to be made any Amendment will comply in all material respects with the requirements of Securities Laws, will provide full, true and plain disclosure of all material facts relating to the Dealers pursuant Corporation and to the last sentence of Section 6.A.(a), Offered Securities to the extent required by Securities Laws and will not contain any misrepresentation (ii) provided that the satisfaction, on such Settlement Date, of each foregoing covenant of the conditions set forth Corporation shall not apply to facts or information relating solely to the Underwriters or which are modified by or superseded by facts or information contained in Section 5(athe Prospectus, the U.S. Memorandum or any Amendment).; (f) The Corporationthe Corporation will use its commercially reasonable efforts to pursue the satisfaction of all conditions to the completion, as co-registrant and closing, of the Acquisition in accordance with the GuarantorFormal Offer and the Scheme, will file an annual report on Form 18-K and the Concurrent Private Placement in accordance with the Commission within nine months after the close of its fiscal year.Subscription Agreement; (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.use the net proceeds from the Offering as described in the Prospectus Supplement; and (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if comply in all material respects with the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 representations, warranties and covenants of the United Kingdom Financial Services and Markets Act 2000 (Corporation set forth in Schedule C hereto, to the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount)extent applicable. B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each Each acceptance by it the Corporation of an offer for the purchase of Bonds, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, as agreed between the Corporation and the applicable Dealer(s), Notes shall be deemed to be an affirmation that the representations, warranties, acknowledgements its representations and agreements of the Corporation warranties contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or saleacceptance, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds as though made at and as of each such time (and it is being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as amended and or supplemented to at each such time). Each such acceptance by the Corporation of an offer for the purchase of Bonds, each agreement for the sale of Bonds to a Dealer as principal and each offer and sale of Bonds by a Dealer, Notes shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date settlement date for the sale of such BondsNotes, after giving effect to the issuance of such Bonds, Notes and of any other Bonds Notes to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Datesettlement date, (i) the aggregate principal amount of all Bonds Notes which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any Bonds) which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities Notes registered pursuant to the Registration Statement. (b) Each From the time that solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, each time the Corporation (i) amends or supplements the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing in reference solely for change in the to interest rate, purchase price rates or maturities of the Bonds remaining to be sold or similar changesNotes) or another Registration Statement is filed with the Commission with respect to the Bondsby means of a post- effective amendment, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment sticker, or supplement or filing or sale, as the case may be, as though made at and as but not by means of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such timeincorporation of document(s) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that by reference into the Registration Statement or the Prospectus shall be amended or supplemented Prospectus; (other than by ii) files an amendment or supplement, such annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; and (iv) files a report on Form 8-K under the Exchange Act (the date of filing each of the aforementioned documents is referred to as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds remaining to be sold or similar changes"Representation Date"), or another Registration Statement is filed with the Commission with respect to the Bonds, ; the Corporation shall furnish or cause to be furnished forthwith to the Dealers and Agents (but in the counsel for case of (iv) above only if requested by the Dealers Agents) with a written opinion certificate of the Crown Solicitor Chairman, Chief Executive Officer, Vice Chairman, President, any Vice President or the Treasurer and a principal financial or accounting officer of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinionsCorporation, in form satisfactory to the Dealers receiving such opinionsAgents, to the effect that on the Representation Date, to the best of their knowledge after reasonable investigation and relying upon opinions of counsel to the extent legal matters are involved, (i) the representations and warranties of the same tenor Corporation in this Agreement are true and correct in all material respects; (ii) the Corporation has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Representation Date; (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; and (iv) subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Prospectus, there has been no material adverse change in the financial position or in the financial results of operations of the Corporation, except as set forth in or contemplated by the opinions Prospectus or as described in such certificate. (c) From the time solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, at each Representation Date referred to in Section 5(b)(2) and 5(b6(b) (3i) hereof or (ii) and, only if requested by the Agents, at each Representation Date referred to in Section 6(b) (iii) or (iv), the Corporation shall concurrently furnish the Agents with a written opinion or opinions of counsel for the Corporation, dated the Representation Date or the date of such filing, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended and supplemented to the time of delivery of such opinion oror supplemented; provided, however, that in lieu of any such opinion, counsel last furnishing such opinions to may furnish the Dealers shall furnish to any Dealer entitled to receive such opinion Agents with a letter to the effect that such Dealer the Agents may rely on such last a prior opinion delivered under Section 5(d) or this Section 6(c) to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of at such letter authorizing relianceRepresentation Date). (d) Each From the time that solicitation regarding the Registration Statement sale of the Notes is begun until all of the Notes have been sold, at each Representation Date referred to in Section 6(b) (i) or (ii) and, only if requested by the Prospectus shall be amended Agents, at each Representation Date referred to in Section 6(b) (iii) or supplemented (iv), but in each case only if such documents referred to in Section 6(b) include additional financial information, the Auditor-General of the State of Queensland Corporation shall cause Coopers & Lybrand and Price Waterhouse each concurrently to furnish the Dealers Agents with a letter, xxxxxxsed jointly to the Corporation and the Agents and dated the Representation Date or the date of filing of such amendmentfiling, supplement or document with in form and substance satisfactory to the CommissionAgents, of to the same tenor as the portions of the letter referred to effect set forth in Section 5(b)(45(f) hereof but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Corporation; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Coopers & Lybrand and Price Waterhouse may limit the scope of such letters to the date unaudited finaxxxxx xtatements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letterletters, in which event such letters shall also cover such other information and procedures as shall be agreed upon by the Agents. (e) On each settlement date for the sale of Notes, the Corporation shall, if requested by an Agent that solicited or received the offer to purchase any Notes being delivered on such settlement date, furnish such Agent with a written opinion of the General Counsel or an Associate General Counsel of the Corporation, dated the date of delivery thereof, in form satisfactory to such Agent, to the effect set forth in clauses (i), (ii), (iii) and (v) of Section 5(d) hereof, but modified, as necessary, to relate to the Prospectus as amended or supplemented at such settlement date and except that such opinion shall state that the Notes being sold by the Corporation on such settlement date, when delivered against payment therefor as provided in the Indenture and this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Corporation enforceable in accordance with their terms, subject only to the exceptions as to enforcement set forth in clauses (ii) and (iii) of Section 5(d) hereof, and conform to the description thereof contained in the Prospectus as amended or supplemented at such settlement date. (f) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds Notes to make payment for and take delivery of such Bonds Notes shall be subject to (i) the accuracy, on the related Settlement Date settlement date fixed pursuant to the Procedures, of the Corporation’s representation 's representations and warranty warranties deemed to be made to the Dealers Agents pursuant to Section 2 and the last sentence of subsection (a) of this Section 6.A.(a), and 6; (ii) the satisfaction, on such Settlement Datesettlement date, of each of the conditions set forth in Section Sections 5(a). , (fb), (c) The Corporationand (h), as co-registrant with it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the Guarantorjudgment permitted under Section 5(b) or (c) on behalf of any such person; (iii) the absence of any change or development involving a prospective change, will file an annual report on Form 18-K with not contemplated by the Commission within nine months after Prospectus, in or affecting particularly the close business or properties of its fiscal year. the Corporation which materially impairs the investment quality of the Notes; and (giv) As soon as practicable after the occurrence of a material development no downgrading in the operations or financial position rating of the Corporation, 's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report. (h) In respect of any series of Bonds having a maturity of less than one year, the Corporation will issue such Bonds only if the following conditions apply (or the Bonds can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B) of Exhibit B hereto; and (b) the redemption value of each Bond is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amountAct). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of its fiscal year. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its annual report.

Additional Covenants of the Corporation. A. The Corporation covenants and agrees that: (a) The time of each acceptance by it of an offer for the purchase of BondsNotes, as agreed between the Corporation and the applicable Dealer(s), and the time of each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, as agreed between the Corporation and the applicable Dealer(s), shall be deemed to be an affirmation that the representations, warranties, acknowledgements and agreements of the Corporation contained in this Agreement and in any certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof which was last furnished to the Dealers are true and correct at the time of such acceptance or sale, as the case may be, and such representations and warranties of the Corporation will be true and correct at the time of delivery to the purchaser or his agent, or such Dealer, as the case may be, of the relevant Bonds Notes as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Prospectus and the Prospectus as amended and supplemented to each such time). Each such acceptance by the Corporation of an offer for the purchase of BondsNotes, and each agreement for the sale of Bonds Notes to a Dealer as principal and each offer and sale of Bonds by a Dealerprincipal, shall be deemed to constitute an additional representation, warranty and agreement by the Corporation that, as of the Settlement Date for the sale of such BondsNotes, after giving effect to the issuance of such BondsNotes, of any other Bonds Notes to be issued on or prior to such Settlement Date and of any other debt securities to be issued and sold by the Corporation on or prior to such Settlement Date, (i) the aggregate principal amount of all Bonds outstanding Notes which have been issued and sold by the Corporation pursuant to this Agreement will not exceed the amount of Bonds Notes duly authorized authorised for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities (including any BondsNotes) to which the Registration Statement relates which have been issued and sold by the Corporation in transactions which require such debt securities to be registered under the 1933 Act will not exceed the amount of debt securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes) or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a certificate or certificates in form satisfactory to the Dealers to the effect that the statements made on behalf of the Corporation and the Guarantor and contained in the certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the Dealers are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates;. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement, such as a Pricing Supplement, providing solely for a change in the interest rate, purchase price or maturities of the Bonds Notes remaining to be sold or similar changes), or another Registration Statement is filed with the Commission with respect to the BondsNotes, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and the counsel for the Dealers a written opinion of the Crown Solicitor of the State of Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving such opinions, dated the date of delivery of such opinions, in form satisfactory to the Dealers receiving such opinions, of the same tenor as the opinions referred to in Section 5(b)(2) and 5(b) (3) ), hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect that such Dealer may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated the date of filing of such amendment, supplement or document with the Commission, of the same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. (e) The Corporation agrees that any obligation of a person who has agreed to purchase Bonds Notes to make payment for and take delivery of such Bonds Notes shall be subject to (i) the accuracy, on the related Settlement Date fixed pursuant to the Procedures, of the Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the last sentence of Section 6.A.(a), and (ii) the satisfaction, on such Settlement Date, of each of the conditions set forth in Section 5(a). (f) The Corporation, as co-registrant with the Guarantor, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (g) As soon as practicable after the occurrence of a material development in the operations or financial position of the Corporation, the Corporation will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Guarantor. (h) In respect of any series Tranche of Bonds having a maturity Notes which must be redeemed before the first anniversary of less than one yearthe date of its issue, the Corporation will issue such Bonds Notes only if the following conditions apply (or the Bonds Notes can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”): (a) the relevant Dealer covenants in the terms set out in paragraph (iii) (Biv) of Exhibit B C hereto; and (b) the redemption value of each Bond Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bond Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount). B. The Guarantor covenants and agrees that: (a) The Guarantor, as co-registrant with the Corporation, will file an annual report on Form 18-K with the Commission within nine months after the close of each of its fiscal yearyears. (b) As soon as practicable after the occurrence of a material development in the financial, political or economic condition of the Guarantor, the Guarantor will disclose such material development by filing a report on Form 18-K or Form 18-K/A amending its most recent annual reportreport on Form 18-K filed as co-registrant with the Corporation.