Common use of Representations and Warranties of the Owner Clause in Contracts

Representations and Warranties of the Owner. (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available. (b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE. (c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) The Owner is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms. (e) The Owner is the sole owner of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, and no liens, security interests, pledges or encumbrances of any kind are contemplated as of the date hereof. (f) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person, spousal or otherwise, is required for the valid authorization, execution, delivery and performance by the Owner of this Agreement.

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and INSERT COUNCIL ABBREVIATION and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of INSERT COUNCIL ABBREVIATION’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of INSERT COUNCIL NAME 2 that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the Brimbank City Council municipality that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and MCC and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of MCC’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of Melbourne that is used entirely or predominantly for non- residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement. In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. (a) The Owner understands that the Covered Securities have not been registered with the Securities hereby represents and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available. (b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially warrants as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.: (c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) a. The Owner is an individual with a limited liability company duly formed, organized, validly existing and in good standing under the legal capacity, laws of the State of Nevada. b. The Owner has all necessary power and authority to enter into and perform its obligations under this agreement and to consummate carry on its business as now conducted and as currently proposed to be conducted. c. Neither the execution nor delivery of this agreement nor the consummation of the transactions contemplated by herein nor compliance with the terms, conditions and provisions of this Agreement agreement will conflict with or result in a breach of any terms, conditions or provisions of the charter documents or by-laws of the Owner, any law, rule or regulation having the force of law, any contractual restrictions that are binding upon the Owner, or any of the Xxxxxxxx Junction Property, or the Hot Pot Property, or any writ, judgment, injunction, determination or award that is binding upon the Owner. d. The execution and otherwise to carry out his obligations hereunder, delivery of this agreement and the execution, delivery and performance consummation by the Owner of the transactions contemplated by this Agreement herein have been duly authorized by all necessary action on the part of the Owner. corporate action, and all necessary third party consents have been obtained. e. This Agreement, when agreement has been duly executed and delivered by the Owner, will constitute Owner and constitutes a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its termsterms by BMGX against the Owner. (e) f. Except as set forth in Schedule B, there are no actions, suits or proceedings pending or, to the best knowledge of the Owner, threatened against or affecting the Owner, any of the Xxxxxxxx Junction Property or the Hot Pot Property or the Minerals, before any court, arbitrator or governmental administrative body or agency, that might materially adversely affect the Xxxxxxxx Junction Property or the Hot Pot Property or the Owner’s Interest therein or challenge the validity or propriety of the transactions contemplated herein. The Owner is not in default in any material respect under any applicable statute, rule, order, decree or regulation of any court, arbitrator or governmental body or agency having jurisdiction over the sole owner Owner. g. The Owner has filed all the tax returns that are required to be filed and has paid all taxes that have become due pursuant to such returns or pursuant to any assessment received by the Owner. h. The Owner possesses, and will at all times during the term of this agreement possess, all material licenses, approvals and consents from all applicable levels of government and from all regulatory authorities that are required to properly conduct the business on the Xxxxxxxx Junction Property and the Hot Pot Property. i. There is no Encumbrance upon or with the respect to the Xxxxxxxx Junction Property and the Hot Pot Property, the Royalty, the Minerals, receivables derived from the sale or other disposition of the Warrant free Minerals or the income of the Owner, other than Permitted Encumbrances. j. To the best of the Owner’s knowledge, information and clear of any liensbelief, security interests, pledges or encumbrances of any kindthe Owner has good and marketable title to, and no liensis in exclusive possession of all right, security intereststitle and interest in and to, pledges the Xxxxxxxx Junction Property and the Hot Pot Property, either as owner or encumbrances lessee, as the case may be, subject only to Permitted Encumbrances. k. To the best of any kind are contemplated as of the Owner’s knowledge, information and belief, each mining lease and mining claim constituting or relating to the Xxxxxxxx Junction Property and the Hot Pot Property and the Mining Lease Agreement is fully and accurately disclosed on Schedule A1 or A2 respectively, to this agreement, is in good standing, has been properly recorded in accordance with all applicable laws, and all assessment work has been done and all rental and other amounts owing thereunder have been paid to the date hereof. (f) No authorizationl. Not Applicable. m. Not Applicable. n. To the best of the Owner’s knowledge, consentinformation and belief, approval or other order the Owner is the sole registered and beneficial owner of, all right, title and interest in and to the unpatented mining claims which comprise the Xxxxxxxx Junction Property and owner is the sole lessee of the Hot Pot Property, and there are no outstanding rights, agreements or declaration options in favor of any third party to or filing withacquire any interest in any of the foregoing claims. o. Upon registration of notice of the Royalty on title to the Xxxxxxxx Junction Property and the Hot Pot Property, any governmental agency or body or other personthe Royalty will constitute a real property interest in the Xxxxxxxx Junction Property, spousal or otherwise, is required for the valid authorization, execution, delivery that will run with such claims and performance by will be enforceable against the Owner and against any third party acquirer, assignee or transferee of this all, or any part of, the Xxxxxxxx Junction Property, and the royalty will constitute an overriding royalty against the Mining Lease Agreement. p. The unpatented mining claims described in Schedule A1 comprise all of the mining claims, mining leases, surface rights and mineral rights relating to the exploration project referred to as the Xxxxxxxx Junction Property. q. The property described in Schedule A2 comprises the mining lease relating to the exploration project referred to as the Hot Pot Property.

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of Kingston that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of Xxxx that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and WCC and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of WCC’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of Wyndham that is used entirely or predominantly for non- residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. To induce FIAC (aand, after the BCA Transactions, New PubCo as successor to FIAC) to receive the Contributed Interests and issue the New PubCo Shares as herein provided, the Owner represents and warrants to FIAC (or New PubCo) and DevvStream as of the date hereof and as of the Closing, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date): a. The Owner understands that is a limited liability company organized under the Covered Securities laws of Delaware. b. Other than the MSP Interests, the Company does not have not been registered with any issued and outstanding equity interests except as set forth on Section 4(b) of the Securities and Exchange Commission disclosure letter to this Agreement (the “SEC”) under the Securities Act of 1933, as amended (the “Securities ActDisclosure Letter”), or under . All of the securities acts or laws of any state in reliance upon exemptions under those acts, MSP Interests have been duly authorized and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is availablevalidly issued. c. The MSP Interests (bi) The Owner acknowledges that were not issued in violation of the certificates evidencing Governing Documents of the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement Company or any other agreement contract to which the Covered Securities are subjectCompany is party or bound, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREINin each case, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUESTin any material respect, WITHOUT CHARGE(ii) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, or similar rights of any person, and (iii) have been offered, sold and issued in compliance with applicable securities laws, in each case under clauses (ii) and (iii), in all material respects. (c) d. The MSP Interests are not subject to any preemptive rights, call option, right of first refusal or first offer, subscription rights, or similar rights of any person, and the MSP Exchange is not in violation of the Governing Documents of the Company. e. The Owner understands and agrees that neither has the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) The Owner is an individual with the legal capacity, requisite power and authority to enter into execute, deliver and perform his or its obligations under this Agreement and to consummate the transactions contemplated by this MSP Exchange, without the need for the consent of any other Person (other than such consents as have heretofore been obtained). This Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner of the transactions contemplated by this Agreement have has been duly authorized by all necessary action on the part of the Owner. This Agreementauthorized, when executed and delivered by the Owner, will constitute a Owner and constitutes the valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its termsthe terms hereof, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (e) f. No Proceeding is pending or to the actual knowledge of the Owner, threatened, against the Owner with respect to the Owner’s execution and delivery of this Agreement or the consummation by the Owner of the MSP Exchange. g. No consent, approval or authorization of or registration, qualification or filing with any Person, is required for the execution and delivery of this Agreement and the documents contemplated hereby by the Owner or for the consummation by the Owner of the MSP Exchange. h. The Owner is has good and valid title to the sole owner Contributed Interests, free and clear of all Liens, other than any restrictions imposed by applicable securities laws. Upon delivery of and issuance of the Warrant Contributed Interests to New PubCo as contemplated hereunder, good and valid title to such Contributed Interests will pass to New PubCo, free and clear of any liensLiens, security interestsother than Liens imposed by or on behalf of New PubCo or by applicable securities laws. Other than this Agreement and the Governing Documents of the Company, pledges there is no voting trust agreement or encumbrances other contract restricting or otherwise relating to the voting, dividend rights or disposition of such Contributed Interests. i. The Contributed Interests represent fifty (50%) percent of the MSP Interests. j. The New PubCo Shares to be acquired by the Owner pursuant to this Agreement are being acquired for his or its own account, not as a nominee or agent for any kindother person and without a view to the distribution of such New PubCo Shares or any interest therein in violation of the Securities Act or any state securities laws. The Owner is financially able to hold the New PubCo Shares for long-term investment, believe that the nature and amount of the New PubCo Shares being acquired are consistent with their overall investment program and financial position, and no liens, security interests, pledges or encumbrances of any kind recognize that there are contemplated as substantial risks involved in the acquisition of the date hereofNew PubCo Shares. The Owner understands that its investment in New PubCo involves a high degree of risk and are able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Owner’s investment in such securities. k. The Owner’s address is as set forth below its name on Schedule A. l. Assuming the accuracy of the representations and warranties of FIAC (fand, after the BCA Transactions, New PubCo as successor to FIAC) No authorizationset forth in Section 6, consentthe MSP Exchange is exempt from the registration requirements of the Securities Act. m. The Owner (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a)(1), approval (2), (3), (7), (8), (9), (12) or other order of(13) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule B hereto, (ii) is acquiring the New PubCo Shares only for its own account and not for the account of others, or declaration if the Owner is acquiring the New PubCo Shares as a fiduciary or agent for one or more investor accounts, the owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and the Owner has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of the owner of each such account, and (iii) is not acquiring the New PubCo Shares with a view to, or filing for offer or sale in connection with, any governmental agency distribution thereof in violation of the Securities Act or body any securities laws of the United States or any other jurisdiction. The Owner shall provide the requested information set forth on Schedule B following the signature page hereto and the information contained therein is accurate and complete. The Owner is not an entity formed for the specific purpose of acquiring the New PubCo Shares. The term “affiliate” or “affiliated” as used in this Agreement shall mean, with respect to any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity, or governmental entity (a “person”), any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” as used in this Agreement shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, spousal whether through the ownership of voting securities, by contract or otherwise, is required for and the valid authorization, execution, delivery terms “controlled” and performance by the Owner of this Agreement“controlling” have meanings correlative thereto.

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and MCC and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of MCC’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the City of Melbourne that is used entirely or predominantly for non- residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the Central Goldfields Shire that is used entirely or predominantly for non- residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. As of the date of this Agreement and each Transfer Date, Owner represents and warrants to, and covenants with, the Servicer that: (a) The Owner understands that owns, without limitation, (i) all right, title and interest in the Covered Securities have not been registered with Mortgage Loans (including, without limitation, the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”security interest created thereby), or under (ii) all the securities acts or laws rights as a lender trader any Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan for the benefit of any state in reliance upon exemptions under those actsthe owner of such Mortgage Loan, and that (iii) all proceeds derived from any of the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.foregoing; (b) The Owner acknowledges that is, (i) a corporation duly organized, validly existing and in good standing under the certificates evidencing laws of the Covered Securities shall be endorsed with a legend, state of its incorporation and (ii) duly qualified and in addition good standing to transact any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.and all of its business; (c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) The Owner is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on and the part execution and delivery of this Agreement by Owner in the manner contemplated and the performance of and compliance with the terms hereof by it will not violate, contravene or create a default under any charter document or bylaw of the Owner. This Owner or any contract, agreement, or instrument to which the Owner is a party or by which Owner or any of its property is bound; (d) The execution and delivery of this Agreement by Owner and the performance of and compliance with its obligations and covenants do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been or will be obtained prior to such becoming required; (e) Assuming the due authorization and valid execution and delivery of this Agreement by Servicer, this Agreement, when executed and delivered by the Owner, will constitute a valid valid, legal and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms. (e) The Owner , except as the enforcement may be limited by applicable debtor relief laws and except as certain equitable remedies may be available regardless of whether enforcement is the sole owner of the Warrant free and clear of any liens, security interests, pledges sought in equity or encumbrances of any kind, and no liens, security interests, pledges or encumbrances of any kind are contemplated as of the date hereof.law; (f) No authorizationThere is no litigation pending or, consentto Owner's knowledge, approval or other order ofthreatened, or declaration to or filing withwhich, any governmental agency or body or other personif determined adversely by Owner, spousal or otherwise, is required for would adversely affect the valid authorization, execution, delivery or enforceability of this Agreement or Owner's ability to perform its obligations; (g) Owner holds legal right, title and performance by interest to the Mortgage Loans and no other party has the right to collect principal and interest payments with respect thereto and the Owner of this Agreement.has the full power and authority to assign the servicing functions to Servicer;

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the Cardinia Shire that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building; and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner hereby represents and warrants to the Owner Trustee (as such or in its individual capacity) that: (a) The Owner understands that the Covered Securities have not been registered with the Securities is duly organized and Exchange Commission (the “SEC”) validly existing in good standing under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities acts or laws of any state in reliance upon exemptions under those actsits jurisdiction of formation and has full limited liability company power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and that the Covered Securities must be held indefinitely unless the transfer thereof to execute, deliver and perform its obligations under this Agreement and any other document related hereto to which it is subsequently registered under the Securities Act or unless an exemption from registration is availablea party and to perform its obligations as contemplated hereby and thereby. (b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a legend, in addition material adverse effect on its ability to any other legends required by perform its obligations under this Agreement or any other agreement document related hereto to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGEOwner is a party. (c) The Owner understands execution and agrees that neither delivery of this Agreement and the Company nor any agent consummation of the Company shall be under any obligation to recognize transactions provided for in this Agreement and transfer any of the Covered Securities if, in the opinion of counsel for other Transaction Documents to which the Company, such transfer would result in violation Owner is a party have been duly authorized by the Company of any federal or state law with respect to the offering, issuance or sale of securitiesOwner by all necessary limited liability company action on its part. (d) The Owner is an individual with execution and delivery of this Agreement, the legal capacity, power and authority to enter into and to consummate performance of the transactions contemplated by this Agreement and otherwise the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to carry out his obligations hereunder, and the execution, delivery and performance by which the Owner is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Owner’s ability to perform its obligations under this Agreement). (e) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement have been duly authorized by all necessary action on and the part fulfillment of the Owner. This Agreement, when executed and delivered by terms hereof will not conflict with or violate any requirements of law applicable to the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms. (e) The Owner is the sole owner of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, and no liens, security interests, pledges or encumbrances of any kind are contemplated as of the date hereof. (f) No authorizationThere are no proceedings or investigations pending or, consentto the best knowledge of the Owner, approval threatened, against the Owner before any court, regulatory body, administrative agency, or other order oftribunal or governmental instrumentality having jurisdiction over the Owner (i) asserting the invalidity of any of the Transaction Documents to which the Owner is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any of the Transaction Documents to which the Owner is a party, (iii) seeking any determination or declaration to or filing withruling that, any governmental agency or body or other personin the reasonable judgment of the Owner, spousal or otherwise, is required for would materially and adversely affect the valid authorization, execution, delivery and performance by the Owner of this Agreementits obligations under the Transaction Documents to which the Owner is a party, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of the Transaction Documents to which the Owner is a party.

Representations and Warranties of the Owner. The Owner represents and warrants that: (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) validity of obligations): its obligations under the Securities Act of 1933Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, as amended subject to any equitable principles and laws generally affecting creditors’ rights (the “Securities Act”including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.; and (b) The (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition and are at arm’s length to each other party to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.Transaction Document; and (c) The Owner understands and agrees that neither (existence): the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.Trust has been duly established; and (d) The Owner (sole trustee): it is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner only trustee of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.Trust; and (e) The Owner is the sole owner (appointment and no removal): it has been validly appointed as trustee of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, Trust and no liens, security interests, pledges action has been taken or encumbrances of any kind are contemplated proposed to remove it as trustee of the date hereof.Trust; and (f) No authorization(disclosure of terms): true copies of the Trust Deed (including any amending documents) have been provided to the Lending Body and Council and disclose all terms of the Trust; and (g) (power): it has power under the terms of the Trust to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Trust Deed) necessary for it to enter into the Transaction Documents to which it is a party, consentperform obligations under them and allow them to be enforced; and (i) (indemnity): it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (j) (adequacy of Trust Property): the Trust Property is sufficient to satisfy the right of indemnity referred to in section 2.1(i) above and all other obligations in respect of which the Owner has a right to be indemnified out of the Trust Property; and (k) (no default): it is not, approval as at the date of this agreement, in default under the Trust Deed and no action has been taken or other order ofproposed to terminate the Trust; and (l) (priority): each of Council’s and the Lending Body’s rights under the Transaction Documents they enter into with the Owner rank in priority to the interests of the beneficiaries of the Trust; and (m) (exercise of powers): it has not exercised its powers under the Trust Deed to release, abandon or declaration restrict any power conferred on it by the Trust Deed; and (n) (benefit): entry into the Transaction Documents to or filing with, any governmental agency or body or other person, spousal or otherwise, which it is required a party is a valid exercise of its powers under the Trust Deed for the valid authorizationbenefit of beneficiaries of the Trust; (o) (non-residential purposes): the Building is an existing building in the local Government area of the Council that is used entirely or predominantly for non-residential purposes; and (p) (efficiency or sustainability): the Project will improve the energy, execution, delivery water or environmental efficiency or sustainability of the Building (which may include climate change adaptation works on the Building); and (q) (Existing Tenants): (i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and performance by agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and (ii) a copy of each consent and agreement of each Existing Tenant referred to in section 2.1(q)(i) above is contained in Annexure F; and (iii) other than each Existing Tenant whose consent and agreement is contained in Annexure F, no other Existing Tenant is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this Agreementagreement; and (iv) if an Existing Tenant who had not at the Commencement Date agreed to pay for all or a part of the Environmental Upgrade Charge levied under this agreement subsequently agrees to make such a payment, the Owner will not attempt to recover any amount from this Existing Tenant in relation to the Environmental Upgrade Charge until the Owner has provided the information required by clause 8.1(b) and the Existing Tenant has provided its consent in accordance with clause 8.1(c). In this section, these meanings apply unless the contrary intention appears: Trust means [to be inserted].

Representations and Warranties of the Owner. The Owner represents and warrants to the Trustees that, as of the date hereof: (a) The Owner understands that the Covered Securities have not been registered with the Securities it is a corporation duly organized, validly existing, and Exchange Commission (the “SEC”) in good standing under the Securities Act laws of 1933the State of New York, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to carry on its business as amended (the “Securities Act”), now conducted or to enter into and perform its obligations under the securities acts or laws of any state in reliance upon exemptions under those actsOwner Agreements, has the corporate power and authority to carry on its business as now conducted, and that has the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered requisite power and authority to execute, deliver and perform its obligations under the Securities Act or unless an exemption from registration is available.Owner Agreements; (b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE. (c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) The Owner is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner of the transactions contemplated by this Agreement Agreements have been duly authorized by all necessary action on the part of the Owner. This Agreementcorporate action, when executed and delivered by the Owner, will and constitute a the legal, valid and legally binding obligation obligations of the Owner, enforceable against the Owner in accordance with its terms.their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (ec) The Owner is the sole owner of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, and no liens, security interests, pledges or encumbrances of any kind are contemplated as of the date hereof. (f) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person, spousal or otherwise, is required for the valid authorization, execution, delivery and performance by the Owner of this Agreementeach Owner Agreement and compliance by the Owner with all of the provisions thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on the Owner or any of its properties, or contravene the provisions of, or constitute a default by the Owner under, or result in the creation of any Lien (except for Permitted Liens) upon the property of the Owner under its certificate of incorporation or by-laws or any indenture, mortgage, contract or other agreement or instrument to which the Owner is a party or by which the Owner or any of its property is bound or affected; (d) except for those matters disclosed in (i) the financial statements of the Owner and its Subsidiaries for the fiscal year ended December 31, 2007 or (ii) any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K or other document filed by the Owner with the SEC on or prior to the date hereof or (iii) any press releases issued by the Owner and posted on the Owner’s website or in any other public filing with the SEC, there are no proceedings pending or, to the knowledge of the Owner, threatened against the Owner or any Subsidiary in any court or before any governmental authority or arbitration board or tribunal which individually or in the aggregate is likely to materially and adversely affect the financial condition or business of the Owner and its consolidated Subsidiaries, taken as a whole, or impair the ability of the Owner to perform its obligations under the Owner Agreements or which questions the validity of any Owner Agreement or any action taken or to be taken pursuant thereto. Neither the Owner nor any Subsidiary is in default with respect to any order of any court or governmental authority or arbitration board or tribunal, the default under which would affect adversely the ability of the Owner to perform its obligations under the Owner Agreements; (e) the audited consolidated balance sheets and consolidated statements of income and retained earnings and cash flows of the Owner for the fiscal year ended December 31, 2007 fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Owner and its consolidated Subsidiaries as of such date and the results of their operations for the period then ended. Since December 31, 2007, there has been no material adverse change in the condition, financial or otherwise, of the Owner and its consolidated Subsidiaries, taken as a whole, as shown on the financial statements of Owner as of such date except for matters disclosed in (a) the financial statements referred to above or (b) any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by Owner with the SEC on or prior to the date hereof or (c) any press releases issued by Owner and posted on Owner’s website or in any other public filing with the SEC. (f) no consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of Owner or any governmental authority on the part of the Owner is required in connection with the execution and delivery by the Owner of the Owner Agreements, other than notices required to be filed with the STB and the Registrar General of Canada, which STB notice shall have been filed on the Closing Date and which Canadian notice shall be filed promptly following the Closing Date; (g) memoranda of the Indenture and the initial Indenture Supplement will on or before the Closing Date be duly filed with the STB pursuant to 48 U.S.C. §11301 and deposited with the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act and such filing with the STB pursuant to 49 U.S.C. §11301 will perfect the Indenture Trustee’s rights in the Units in the United States, and such deposit with the Registrar General of Canada will perfect the Indenture Trustee’s rights in the Units in Canada and no other filing, recording or deposit with, or giving of notice to any other federal, state, provincial or local government or agency thereof, or any other action, is necessary in order to protect the rights of the Indenture Trustee in the Units in the United States, any state thereof, the District of Columbia or to protect the rights of the Indenture Trustee in the Units in Canada or any province thereof; (h) the Equipment is covered by the insurance required by the Indenture and all premiums due prior to the Closing Date in respect of such insurance shall have been paid in full; (i) no Material Default or Event of Default has occurred and is continuing and to the knowledge of Owner, no Event of Loss, or event with which the giving of notice and/or the passage of time would constitute an Event of Loss, has occurred;

Representations and Warranties of the Owner. The Owner hereby represents and warrants as follows: (a) The Owner understands that the Covered Securities have not been registered with the Securities is a corporation duly organized, validly existing and Exchange Commission (the “SEC”) in good standing under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is availableState of Delaware. (b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE. (c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities. (d) The Owner is an individual with the legal capacity, has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to consummate carry on its business as now conducted and as currently proposed to be conducted. (c) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated by herein nor compliance with the terms, conditions and provisions of this Agreement will conflict with or result in a breach of any terms, conditions or provisions of the charter documents or by-laws of the Owner, any law, rule or regulation having the force of law, any contractual restrictions that are binding upon the Owner, or the Property, or any writ, judgement, injunction, determination or award that is binding upon the Owner. (d) The execution and delivery of this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance consummation by the Owner of the transactions contemplated by this Agreement herein have been duly authorized by all necessary action on the part of the Owner. corporate action, and all necessary third party consents have been obtained. (e) This Agreement, when Agreement has been duly executed and delivered by the Owner, will constitute Owner and constitutes a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its termsterms by Grantee against the Owner. (ef) Except as set forth in Schedule C, there are no actions, suits or proceedings pending or, to the best knowledge of the Owner, threatened against or affecting the Owner, the Property or the Minerals, before any court, arbitrator or governmental administrative body or agency, that might materially adversely affect the Property or the Owner’s interest therein or challenge the validity or propriety of the transactions contemplated herein. The Owner is not in default in any material respect under any applicable statute, rule, order, decree or regulation of any court, arbitrator or governmental body or agency having jurisdiction over the Owner. (g) The Owner has filed all tax returns that are required to be filed and has paid all taxes that have become due pursuant to such returns or pursuant to any assessment received by the Owner. (h) There is no Encumbrance upon or with respect to the sole owner Property, the Royalty, the Minerals, receivables derived from the sale or other disposition of the Warrant free Minerals or the income of the Owner, other than Permitted Encumbrances. (i) To the best of the Owner’s knowledge, information and clear of any liensbelief, security interests, pledges or encumbrances of any kindthe Owner has good and marketable title to, and no liensis in exclusive possession of all right, security intereststitle and interest in and to, pledges the Property either as owner or encumbrances lessee, as the case may be, subject only to Permitted Encumbrances and, with respect to the unpatented lode mining claims and millsite claims, the paramount title of any kind are contemplated as the United States of America. (j) To the best of the Owner’s knowledge, information and belief, each unpatented lode mining claim and millsite claim constituting the Property is fully and accurately disclosed on Schedule A to this Agreement, is in good standing, has been properly located and recorded in accordance with all applicable laws, and all assessment work has been done and all annual claim maintenance fees and other amounts required to be paid to maintain the same have been paid to the date hereof. (fk) No authorizationTo the best of the Owner’s knowledge, consentinformation and belief, approval or other order the Owner is the sole registered and beneficial owner of, or declaration the sole lessee of, all right, title and interest in and to the Property, subject to the paramount title of the United States of America in and to the unpatented lode mining claims and millsite claims comprising the Property, and there are no outstanding rights, agreements or filing with, options in favor of any governmental agency or body or other person, spousal or otherwise, is required for third party to acquire any interest in the valid authorization, execution, delivery Property. (l) The Royalty shall constitute a real property interest in the Property that will run with the Property and performance by will be enforceable against the Owner and against any Affiliate of this AgreementOwner or third party acquiror, assignee or transferee of all, or any portion of, the Property. (m) The lands and interests in lands described in Schedule A comprise all of the mining claims, millsite claims, mining leases, surface rights and mineral rights relating to the Relief Canyon Mine.