Common use of Approval of Transaction Clause in Contracts

Approval of Transaction. The directors acknowledge the accuracy of the Company's representations and warranties contained in the Agreement and note that: (a) the entry into the transactions evidenced by the Agreement is: (i) in the best interests of the Company and for its commercial benefit; and (ii) in accordance with the constitution of the Company; (b) at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) the Company's execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not cause the Company to contravene: (i) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's shares); (ii) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iii) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.

Approval of Transaction. The directors acknowledge the accuracy of the Company's representations and warranties contained in the Agreement and note that: (a) the entry into the transactions evidenced by the Agreement is: (i1) in the best interests of the Company and for its commercial benefit; and (ii2) in accordance with the constitution of the Company; (b) at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) the Company's execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not cause the Company to contravene: (i1) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's shares); (ii2) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iii3) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.

Approval of Transaction. The directors acknowledge the accuracy of the Company's ’s representations and warranties contained in the Agreement and note that: (a) the entry into the transactions evidenced by the Agreement is: (i) in the best interests of the Company and for its commercial benefit; and (ii) in accordance with the constitution of the Company; (b) at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) the Company's ’s execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not cause the Company to contravene: (i) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's ’s shares); (ii) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iii) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement Agreement, including issues of Shares, the Convertible Security, Conversions and the issues of ancillary documents (including Cleansing Statements and Appendix 3B’s) and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.

Approval of Transaction. The directors acknowledge the accuracy of the Company's ’s representations and warranties contained in the Agreement and note that: (a) 2.1 the entry into the transactions evidenced by the Agreement is: (ia) in the best interests of the Company and for its commercial benefit; and (iib) in accordance with the constitution of the Company; (b) 2.2 at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) 2.3 the Company's ’s execution of the Agreement and the carrying out of the transactions contemplated in the Agreement therein would not cause the Company to contravene: (ia) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's ’s shares); (iib) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iiic) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.. EXECUTION COPY

Approval of Transaction. The directors acknowledge the accuracy of the Company's ’s representations and warranties contained in the Agreement and note that: (a) 2.1 the entry into the transactions evidenced by the Agreement is: (ia) in the best interests of the Company and for its commercial benefit; and (iib) in accordance with the constitution of the Company; (b) 2.2 at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) 2.3 the Company's ’s execution of the Agreement and the carrying out of the transactions contemplated in the Agreement therein would not cause the Company to contravene: (ia) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's ’s shares); (iib) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iiic) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.