Agreement

Libertas Financial Planning Pty LtdHolder of Australian Financial Services Licence 429718

AND

Corporate Rep Pty Ltd

AND

Representative

Date: 01/07/15

Table of Contents

1. Definitions and Interpretation 31.1 Definitions 31.2 Interpretation 5

2. Appointment of Authorised Representatives 63. The Authorised Representatives’s Obligations 64. Authorised Representatives’s Warranties 105. Obligations of the Licensee 116. Payments due to Authorised Representativess 127. Representatives’s Indemnity 138. Client Base 139. Claims 1310. Term and termination of this Agreement 1311. Conduct Post Termination 1412. Covenants made by the Authorised Representatives 1513. Confidentiality 1514. Dispute Resolution 1615. Assignment 1816. Sub Contract 1817. General 1817.1 Nature of Obligations 1817.2 Entire Understanding 1817.3 No Waiver 1817.4 Severability 1917.5 Successors and Assigns 1917.6 No Variation 1917.7 Costs 1917.8 Counterparts 1917.9 Conflicting Provisions 1917.10 Notices 1917.11 Non Merger 2017.12 No Adverse Construction 2017.13 Further Assurances 2017.14 Consents and Approvals 2017.15 No Right of Set-Off 2017.16 Governing Law and Jurisdiction 2017.17 No Partnership, etc 2117.18 Stamp Duty 2117.19 Privacy 21

Schedule 1: Fees 22

Agreement

Date

Parties

1. Libertas Financial Planning Pty Ltd ABN 27 160 419 134 company incorporated in the State of New South Wales and having the registered offices at Suite 204, 111 Harrington Street, Sydney NSW 2000 (the Licensee)

2. Corporate Rep Pty Ltd ACN of (the authorised Representatives) (where relevant means directors officers employees and agents of)

3. Representative of (the authorised Representatives)

Background

A. The Licensee carries on the business of providing investment advice, financial planning and investment services, life insurance and broking services to members of the public and for that purpose the Licensee appoints Authorised Representatives to represent it in dealings with the public and other intermediaries.

B. In order to carry on its business lawfully the Licensee has obtained an Australian Financial Services Licence (AFSL) and the Authorised Representatives will be issued with an Authority to act by arrangement for the Licensee under the same terms and conditions as the AFS Licence.

C. Under no circumstances are Authority holders considered employees of the Licensee, or have any form of employee/employer relationship.

Operative Provisions

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

Act means the Corporations Act 2001 (Cth);

Agreement means this agreement including the recitals, any schedules and any annexures;

Approved or Authorised Investment means any investment in which the Representatives is authorised by the Licensee to invest the Client's funds being an investment set out in the then current Approved Investments List of the Licensee;

Approved Investments List means the list of investments prepared by the Licensee being investments which the Licensee is prepared to recommend to Clients and in which the Licensee authorises the Representatives to invest Clients funds;

Associate means an associate, as defined by the Act or the Listing Rules of the Australian Stock Exchange Ltd;

Authorised Representatives means a person and/or entity appointed by the Licensee to provide investment advice, financial planning and other investment services the Licensee is authorized by the Australian Financial Services Reform/Corporations Act 2001(Cth) to provide to members of the public on behalf of the Licensee;

Banning Order has the meaning ascribed by section 9 of the Corporations Act

Business Day means a day which is not a Saturday, Sunday, a public holiday or a bank holiday in the State of Victoria;

Business Services means the provision of investment advice, financial planning, life broking and other investment services to members of the public;

Client means any person seeking or utilising or considering utilising or who has utilised or engaged the services of the Licensee;

Client Base means any Client introduced to the Licensee by the Authorised Representatives or otherwise serviced for and on behalf of the Authorised Representatives and recorded as a Client of the Authorised Representatives;

Client Confidential Information Form means a form used by the Licensee to obtain detailed information from the Client with respect to the Business Services to be provided to the Client by the Licensee or Authorised Representatives;

The Law means the Corporations (Act) 2001 (Cth) and the Corporations Regulations of the Governing Jurisdiction as amended from time to time and where the context admits the corresponding legislation of any other State or Territory of Australia and includes any statute in substitution for the same;

FPA means the Financial Planning Association of Australia Limited

Financial Year means a period of 12 consecutive Months ending on 30 June or on another day decided by the Board;

Fund Manager means and includes a person who professionally manages investments including banks, trustee companies, life insurance offices and companies, friendly societies, building societies, stockbrokers and securities dealers;

Governing Jurisdiction means the State or Territory of operation;

Investment Contract includes a life insurance policy, deposit with a Fund Manager and an application attached to a prospectus;

Licensee’s Activities means the services to be provided by the Licensee set out in this Agreement.

Licensee’s Licence means Australian Financial Services Licence Number 429718 issued pursuant to the Law;

Revenue includes Commission, brokerage, fees and other benefits arising from the provision of the Licensee’s Activities as outlined in Schedule 1;

Month means calendar month;

Privacy Act means the Privacy Act(Cwlth) and subsequent amendments

Authority means a statement that sets out:

(a) The Licensee’s name;

(b) that the Authorised Representatives is trained in the capacities for which he acts;

(c) the Licensee consents to the Authorised Representatives to act by arrangement for the Licensee; and

(d) is registered with the Australian Securities and Investment Commission (ASIC) and assigned a number.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) a gender includes the other genders;

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

(d) a reference to a document includes the document as modified from time to time and any document replacing it;

(e) if something is to be done on a day which is not a Business Day then that thing must be done on the next or following Business Day;

(f) the word "person" includes a natural person and any body or entity whether incorporated or not;

(g) the word "month" means calendar month and the word "year" means 12 months;

(h) the words "in writing" include any communication sent by letter, facsimile transmission or email;

(i) a reference to any statute, proclamation, rule, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, regulation or ordinance replacing it. A reference to a specified section, clause, paragraph, schedule or item of any statute, proclamation, rule, regulation or ordinance means a reference to the equivalent section of the statute, proclamation, rule, regulation or ordinance which is for the time being in force;

(j) wherever "include" or any form of that word is used it must be construed as if it were followed by "(without being limited to)";

(k) money amounts are stated in Australian currency unless otherwise specified; and

(l) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted renamed or replaced or has its powers or functions removed ("defunct body"), means the agency or body which performs most closely the functions of the defunct body.

(m) If an obligation is imposed on two or more parties, each party is liable for the obligation individually and together with the other person, reference to a party means that persons agents successors and assignees:

2. Appointment of Authorised Representatives

The Licensee hereby appoints the Authorised Representatives as the Authorised Representatives of the Licensee in connection with its Business Services subject to the terms and conditions contained in this Agreement, the licence conditions, the Licensee’s Compliance and Procedures Manual and the Business Rules manual.

3. The Authorised Representatives’ Obligations

The Authorised Representatives must at all times:

(a) act as an authorised agent for the Licensee in providing the Business Services as set out under the terms and conditions of the Licensee’s Licence and will faithfully and diligently perform his or her obligations under this Agreement and use its best endeavours to promote and expand its business and that of the Licensee;

(b) familiarise himself or herself with the Corporations Act 2001 (Cth), all other relevant legislation and the Compliance manual:

(c) comply at all times with the Professional Conduct Code and The Conduct of Business Rules;

(d) act within the terms and conditions of the AFS Licence and must not deal in any of the following:

(i) futures or corresponding markets;

(ii) direct hawking from place to place, in public or by appointment, of shares, units in a trust, or other kinds financial interest to members of the public that could be misrepresented as "sharehawking";

(e) must hand a Financial Services Guide (FSG) to the Client before an initial interview, and keep an “opt-out” register;

(f) the Authorised Representatives must provide the Client with all appropriate warnings as required by the Law where applicable,

including advising Clients if the Authorised Representatives’ interest has influenced the recommendations provided to the Client, (under Conflict of Interest rules);

(g) comply with all the provisions and requirements of the Law and without limiting the requirement to do so, the Authorised Representatives must:

(i) hold an Authority from the Licensee and comply with the provisions of the AFS licence, and;

(ii) comply with the conditions of the Authority and the terms and conditions of this Agreement;

(iii) maintain a register of any pecuniary or other interest whether direct or indirect that may reasonably be expected to be capable of influencing the Authorised Representatives in making a securities recommendation, (Conflict of Interest register and Alternative Remuneration register);

(iv) disclose to Clients all information required to be disclosed by the terms and conditions of this Agreement and the Corporations Act 2001.

(v) with respect to the giving of any securities recommendation;

(A) at all times take reasonable steps to ascertain the particular needs, investment objectives and financial situation of the Client, via a Client Confidential Information Form ( taking account of Privacy Policy regulations);

(B) when making referrals, ensure that the relevant Client Confidential Information Form is obtained and completed by the Representatives to whom the Client has been referred;

(C) give such consideration to and conduct such investigation of the securities as is reasonable in the circumstances, working within the Licensee’s approved list of products;

(D) always have a reasonable basis for making securities recommendations to the Client;

(h) provide to the Licensee all information reasonably requested by the Licensee concerning the Authorised Representatives in order to enable the Licensee to:

(i) evaluate the performance of the Authorised Representatives;

(ii) evaluate the ability of the Authorised Representatives to continue to carry out the Authorised Representatives obligations pursuant to this Agreement;

(iii) evaluate if the Authorised Representatives may continue to act as an Authorised Representatives; and

(iv) enable the Licensee to establish, complete and maintain any training, conflict of interest, and remuneration registers required by the law;

(i) attend such educational or training courses as the Licensee reasonably requires so as to enable the Licensee to satisfy the requirements of the Law:

(j) maintain business records with respect to the Authorised Representatives' business acting as an Authorised Representatives of the Licensee and permit the Licensee to inspect such records during office hours and upon the Licensee giving two Business Days written notice to the Authorised Representatives;

(k) ensure that all letters, financial plans, correspondence, bulletins and other written communication of any kind issued or distributed by the Authorised Representatives is approved by the Licensee and contains such disclaimers as the Licensee requires and is in the form provided in writing from time to time by the Licensee;

(l) adhere strictly to any rules and procedures for acting as an Authorised Representatives of the Licensee, particularly such rules and procedures specified in the Manual or any other directions or instructions issued by the Licensee to the Authorised Representatives from time to time;

(m) act efficiently, honestly and fairly at all times in their business as an Authorised Representatives of the Licensee;

(n) not engage in any conduct that is misleading or deceptive, likely to mislead or deceive or be taken (for the purposes of the Competition and Consumer Act 2010 (Cth), or any similar legislation) to be misleading or deceptive.

(o) faithfully and diligently perform the Authorised Representatives' obligations under this Agreement;

(p) not act in any manner so as to bring the character of the Licensee or any of its officers employees or related corporations into disrepute;

(q) not use the Licensee's name, business name, trade name, any logo, design or style other than for the purpose of promoting the Licensee's Business Services, or for his or her own use without the Licensee’s written permission.

(r) not make any representations or warranties on behalf of the Licensee except as are expressly authorised by the Licensee;

(s) not pledge the credit of the Licensee nor expose the Licensee to any liability or debt;

(t) not contract for or on behalf of the Licensee in any way whatsoever except as is normally required of an Authorised Representatives of the Licensee in accordance with this Agreement;

(u) not make any reference alluding to or referring to the Licensee in any printed matter or broadcast without the prior written consent of the Licensee;

(v) disclose that the Authorised Representatives is an Authorised Representatives of the Licensee in all communications whether written or oral relating in any way to the Licensee's Business Services, the Licensee or the Authorised Representatives' duties under this Agreement;

(w) not to act or engage in conduct as an authorised Representatives of any person other than the Licensee without the prior written consent of the Licensee. Such consent may be given or withheld subject to such conditions as the Licensee may require, including to the Licensee being indemnified by that other person to the satisfaction of the Licensee. The Authorised Representatives must ensure that at all times it is clear on whose behalf the Authorised Representatives is acting or engaging in conduct as an Authorised Representatives;

(x) disclose to a Client that the Authorised Representatives is acting on behalf of the Licensee;

(y) not make any representation or securities recommendation to a Client which is materially different to the contents of a current registered Product Disclosure Statement relevant to the security for which the representation or recommendation is made;

(z) not recommend to a Client any investment not listed on the Approved Investments List;

(aa) provide all securities recommendations in writing on stationery approved by the Licensee prior to effecting of any investment;

(bb) give full disclosure concerning commissions, fees, benefits or other interest which may influence the recommendation of the Authorised Representatives (as required by the law) in writing, to any client who may be reasonably expected to rely on any advice or recommendation given by the Authorised Representatives or any Associate of the Authorised Representatives.

(cc) only use application forms which are approved by the Licensee and the Fund Manager responsible for the offer or issue of the relevant investment. The application forms must nominate the Licensee as the entity entitled to receive the Commission payable with respect to the effecting of such investment, notwithstanding that the Commission belongs in the main part to the Authorised Representatives;

(dd) in the event that a Client requests that the Authorised Representatives give effect to an investment not listed on the Approved Investments List, the Authorised Representatives will not effect such investment

before delivering to the Client a written disclaimer in writing in the form provided by the Licensee from time to time;

(ee) carry out the obligations of the Authorised Representatives under the supervision of the Licensee and according to and in compliance with the Manual and the lawful directions and work practices of the Licensee;

(ff) promptly lodge all applications for investments and application moneys with the Licensee;

(gg) ensure the performance by each employee, servant or authorised Representatives is within the standards of all the Authorised Representatives' obligations pursuant to this Agreement. The Authorised Representatives will be solely responsible for its staff;

(hh) ensure that a minimum benchmark performance is achieved as detailed in the Key Performance Indicators for the Authorised Representatives as detailed in schedule 3 and modified and agreed to by the parties from time to time;

(ii) comply with the Licensee's reasonable requirements with respect to professional indemnity insurance and as such will ensure that appropriate professional indemnity insurance as approved or arranged by the Licensee. Compliance with the above is a condition of issue of the Authority and no Authority will be forthcoming until this condition is complied with, unless otherwise agreed with the Licensee;

(jj) inform the Licensee within 24 hours of his intention to cease acting as an Authorised Representatives of the Licensee and state his or her reasons for wanting to cease to be an Authorised Representatives. Within two business days of providing the Licensee with such notice, the Authorised Representatives must return his Authority and all other relevant documentation to the Licensee;

(kk) the Licensee must cancel or revoke the Authority within 2 business days on the ASIC register via the ASIC website and advise the Authorised Representatives this has been done;

4. Authorised Representatives’ Warranties

The Authorised Representatives warrants that:

(a) all the information given by the Authorised Representatives to the Licensee to enable the Licensee to assess the Authorised Representatives' application to become an Authorised Representatives of the Licensee was true and correct and not misleading or deceptive;

(b) the Authorised Representatives have never held a securities industry licence or a authority which was subsequently suspended or cancelled;

(c) in the event that the Authorised Representatives have held a securities industry licence or a authority which was subsequently suspended or cancelled then the Authorised Representatives warrants that he or she

has disclosed to the Licensee all material facts relating to such suspension or cancellation;

(d) the Authorised Representatives have never been guilty of serious fraud (police checks required) ;

(e) the Authorised Representatives have never been convicted of an indictable offence;

(f) the Authorised Representatives have never been declared bankrupt or made a formal arrangement with his or hers creditors; (checks will be made) and

(g) the Authorised Representatives are entitled to enter this Agreement and to perform fully all of the obligations and duties under this Agreement, and has discharged any obligation to his/her previous licensee.

5. Obligations of the Licensee

(a) The Licensee must at all times:

(i) provide to the Authorised Representatives:

(A) research and recommendations on investment products and opportunities with adequate research and discussion on individual funds undertaken jointly with the Authorised Representatives, provided that the style, content and frequency of such research and recommendations is a matter for the discretion of the Licensee;

(B) the Approved Investments List from time to time as the Licensee considers appropriate;

(C) such computer systems and software support to assist the Authorised Representatives in the carrying out of the Authorised Representatives' duties pursuant to this Agreement

(ii) issue an Authority to the Authorised Representatives pursuant to the provisions of the Corporations Act 2001 and ensure the maintenance of such Authority until the lawful termination of this Agreement;

(iii) lodge a copy of the Authorised Representatives' Authority with ASIC in accordance with the requirements of the law.

(b) The Licensee may create, amend or add to the Compliance Manual at any time, and must inform the Authorised Representatives of any such actions.

(c) The Licensee must provide on-going and internal training as it considers appropriate, within the Australian Securities & Investments Commission’s guide-lines.

(d) The Licensee will assist the Authorised Representatives in achievement of KPI’s as per schedule 3 in areas related to section 5 of this agreement.

6. Payments due to Authorised Representatives

(a) The Licensee must make payments of Commission to the Authorised Representatives in accordance with the terms of Schedule 1.

(b) The Licensee must pay to the Authorised Representatives such amount as is calculated and payable in accordance with the provisions of Schedule 1 with respect to the investment of Client's funds arranged by the Authorised Representatives acting as the agent and Authorised Representatives for the Licensee

(c) The Authorised Representatives' right to receive the payments referred to in clauses 6(a) and 6(b) is conditional upon:

(i) the completion of the investment contract with the Fund Manager including the expiry of any "free look" or “Cooling off” period and the clearance of the Client's funds by the Fund Manager's bank;

(ii) the receipt by the Licensee of its Commission from such Fund Manager; and

(iii) the compliance by the Authorised Representatives with all the provisions of this Agreement, and all rental, costs and advances up to date.

(d) A letter signed by any director or the Manager of the Licensee as to any amount payable to the Authorised Representatives pursuant to this Agreement is prima facie evidence of the amount stated in it or any other matter of a factual nature.

(e) In the event that another person claims any amount or other payment in relation to the effecting of an investment in respect of which the Authorised Representatives claims an amount or other payment the Licensee must determine the amount or amounts payable to each of that person and the Authorised Representatives and such determination is final and binding on the Authorised Representatives;

(f) Any advance or other payment made to the Authorised Representatives by the Licensee prior to the Authorised Representatives' right to a payment crystallising pursuant to Clause 6 constitutes a debt owing by the Authorised Representatives to the Licensee and is repayable to the Licensee upon demand;

(g) The Licensee may set off in whole or in part against any amount payable by the Licensee to the Authorised Representatives any amount due and payable by the Authorised Representatives to the Licensee pursuant to this Agreement or otherwise.

7. Representatives’ Indemnity

(a) The Authorised Representatives and any Associates of the Authorised Representatives must jointly and severally indemnify and agree to keep indemnified the Licensee from and against all costs, expenses, charges, losses, damages, actions, suits, causes of action and proceedings of any kind whatsoever which may be suffered by or brought against the Licensee by any person and arising in any way whatsoever out of fraudulent or dishonest conduct of the Authorised Representatives or their business or -the performance by the Authorised Representatives of their duties and obligations under this Agreement except to the extent caused or contributed to by the Licensee.

(b) The Licensee will effect and keep in force a professional indemnity insurance policy including the Authorised Representatives as an insured party. If a claim is properly made under the professional indemnity insurance policy in respect of any act or omission of the Authorised Representatives then provided the Authorised Representatives has: complied in all relevant and material respects with this agreement the Licensee will pay the excess payable under the professional indemnity insurance policy in respect of the Claim;

8. Client Base

(a) The Authorised Representatives retain ownership of the Client Base and the income generated from that Client Base as per schedule 1. This continues at all times including on termination of this Agreement in accordance with clause 10. On termination the Privacy Laws as interpreted at the time will apply to the transfer of clients to another AFS Licensee.

(b) In the event that the Authorised Representatives is unable to continue to service his or her Client Base in accordance with clause 3 the Authorised Representatives must sell his or her Client Base to a person who is able to service the Authorised Representatives’ Client Base, being another authorised Representatives, or the holder of a relevant licence.

9. Claims

No admission of liability will be made by the Authorised Representatives in respect of any claim nor will he or she agree to settle any claim without compliance with the internal complaints resolution procedure, see Compliance Manual. All payments or settlements will be made only in consultation with the Licensee and/or the appropriate insurer.

10. Term and termination of this Agreement

(a) This Agreement continues and remains in force until lawfully terminated.

(b) This Agreement may be terminated at any time by either party upon giving of 3 months’ notice..

(c) This Agreement terminates upon notice of the occurrence of any of the following events:

(i) the Authorised Representatives default in the performance of his or her obligations under this Agreement and failing to remedy such default within 30 days’ from the receipt of the notice from the Licensee in relation to the default;

(ii) the Authorised Representatives being convicted of any indictable offence;

(iii) the Authorised Representatives being declared bankrupt or insolvent;

(iv) a banning order being made against the Authorised Representatives under the Corporations Act 2001 (Cth):

(v) the Authorised Representatives breach any term of the Authority issued to the Authorised Representatives by the Licensee, and breach any clause of this agreement .

(d) Failure of the Authorised Representatives achieve desired levels of competency as set by the Licensee, detailed in the Manual, will result in termination of the Authority.

(e) Authority will not be terminated under this Agreement without any prior reasonable consultation with the Authorised Representatives including consideration of any necessary:

(i) remedial action, or

(ii) training and supervision.

(f) Termination of this Agreement will not of itself affect, limit, reduce or bring to an end any liability of either party to pay any amount to the other party which liability arose prior to such termination.

(g) Immediately upon termination of this Agreement and thereafter the Authorised Representatives must:

(i) immediately return to the Licensee all stationary and promotional material and office equipment in any way relating to the Licensee or the business conducted by the Licensee;

(ii) not make any representation that the Authorised Representatives is in any way connected with, acts for or by arrangement with the Licensee or the business conducted by the Licensee.

11. Conduct Post Termination

(a) Upon termination of this Agreement in accordance with clause 10 the:

(i) Authorised Representatives covenants and agrees that he will not solicit or perform in any capacity and by whatever means

any Business Services for any client until final settlement is reached as per clauses 8 and 12 and the terms of schedule 1;

(ii) Authorised Representatives covenant and agree that they will not enter into negotiations with, or attempt to entice any employee, Authorised Representatives or officer of the Licensee without the prior knowledge of the Licensee.

(iii) Licensee covenants and agrees that it will not solicit or perform in any capacity and by whatever means any Business Service for any entity or person identified within the Client Base until final settlement is reached as per clauses 8 and 12 and the terms of schedule 1

(b) Both the Authorised Representatives and Licensee agree that the restrictive covenants contained in clauses 13 hereof applies for a period which commences on the Termination Date and ceases two years after the Termination Date subject to final sale terms between Authorised Representatives and Licensee.

12. Covenants made by the Authorised Representatives

The Authorised Representatives covenant that:

(a) the Authorised Representatives will not attempt to influence, coerce, remove, or generally contact any of the Clients belonging to the Licensee that are not party to this agreement for at least four years after the termination of this contract; and

(b) the Authorised Representatives will not entice or attempt to entice away from the Licensee any person who to his knowledge has any class of investment or insurance with the Licensee or entered negotiations with, or attempt to entice any employee, Authorised Representatives or officer of the Licensee without prior knowledge of the Licensee (other than the Authorised Representatives’ own client base) that are not party to this agreement for a period of 4 years.

13. Confidentiality

(a) The Authorised Representatives must keep secret and must not reveal to any person any information concerning the organisation, business, know-how, company procedures or financial details of the Licensee (Confidential Information) so far as that Confidential Information has come to the knowledge of the Authorised Representatives and the Authorised Representatives must do everything necessary to ensure that any Associate of the Authorised Representatives do not breach the provisions of this clause or the relevant Privacy Laws.

(b) Despite the Authorised Representatives’ obligations under clause 13(a) the Authorised Representatives are able to disclose Confidential Information in the following circumstances: (providing clients have signed the Date Collection Form giving consent)

(i) to professional advisers, but only to the extent required for the purposes of obtaining necessary professional advice from such advisers,

(ii) as required by law;

(iii) to any other person with the prior written consent of the Licensee.

14. Dispute Resolution Procedure(a) Dispute Notice

Except as provided by this Agreement, if any dispute arises between the Licensee Authorised Representatives then either party may give a Dispute Notice to the other party:

(i) identifying the nature of the dispute and giving reasonable particulars of the matter in dispute; and

(b) Nominated Representatives discussions

Following receipt of a Dispute Notice, the Nominated Representatives must promptly commence discussions to attempt in good faith to resolve the dispute and must meet as often as necessary to:

(i) gather and (subject to privilege) furnish to the other all information about the dispute which is appropriate in connection with its resolution; and

(ii) discuss the dispute and negotiate in good faith in an effort to resolve the dispute without the necessity of resorting to any formal proceedings.

(c) Expert Dispute Resolution

(i) If the dispute has not been resolved within 14days following commencement of discussions between the Nominated Representatives, the parties agree to appoint an Expert. If the parties cannot agree on the Expert to be appointed within 7 days after the end of the period for discussions between Nominated Representatives, the parties must accept a nomination by the President for the time being of the Institute of Chartered Accountants and any party may approach the President of the Institute of Chartered Accountants to make such nomination.

(ii) The Expert must:

(A) promptly fix a reasonable time and place for receiving submissions or information from the parties or from any other persons as the Expert may think fit;

(B) accept oral or written submissions from the parties as to the subject matter of the determination within 7 days of the appointment;

(C) make a decision only in relation to matters expressly referred to the Expert and will have no discretion to come to any other decision on any matter except with the prior agreement of the parties,

(D) prior to making a binding determination, publish a draft determination to the parties within 14 days of the appointment and thereafter the parties may within 7 days of receipt of a draft determination make written submissions on the draft determination to the Expert and the Expert may amend the draft determination prior to making a final determination; and

(E) state the final determination in writing within 28 days of the appointment.

(iii) The Expert will be required to undertake to keep confidential matters coming to the Expert's knowledge by reason of the appointment and performance of duties, although the Expert must disclose to each party any information presented to the Expert by any other party.

(iv) The Expert will have the following powers:

(A) to inform himself independently as to facts and if necessary technical and/or financial matters to which the determination relates;

(B) to receive written submissions sworn and unsworn written statements and photocopy documents and to act upon those submissions, statements and documents (without being bound by the rules of evidence);

(C) to consult with such other professionally qualified persons as the Expert in his or her sole absolute discretion thinks fit; and

(D) to take such measures as the Expert thinks fit to expedite the resolution of the dispute.

(v) The Expert shall act as an expert and not an arbitrator.

(vi) The determination will take place in the city set out in Item 16 of the Schedule unless the parties otherwise agree.

(vii) In the absence of manifest error, the decisions of the Expert will be final and binding upon the parties.

(viii) The costs of the Expert and any advisers to the Expert must be borne by the parties to the dispute equally unless determined otherwise by the Expert.

(ix) The parties must give the Expert all information and assistance that the Expert may reasonably require. The parties will be entitled to be represented by their legal and financial advisers in respect of any written representations that they may wish to make to the Expert.

(x) The parties acknowledge that in invoking any of the procedures referred to in this clause 12.3, each party must continue to observe and perform all the obligations of a party under this Agreement.

(d) Obligations continuing

Pending the outcome of the determination under clause 15, the parties must, so far as it is reasonably practical, continue to perform and comply with their obligations under this Agreement to the extent that those obligations are not the subject of the dispute.

15 Assignment

(e) The rights granted by the Licensee to the Authorised Representatives under this Agreement are strictly personal to the Authorised Representatives.

(f) The Authorised Representatives must not assign or purport to assign any of its rights under this Agreement without the prior written consent of the Licensee.

16 Sub Contract

The Authorised Representatives must not appoint any subcontractor to carry out or perform any of the Authorised Representatives' duties or obligations under this Agreement, other than staff or support to assist in his or her duties only, and must not allow any sub-contractor to generate income for him under the single set cap limit, without an increase in licensee fees.

17 General

17.1 Nature of Obligations

(g) Any provision in this Agreement which binds more than one person binds all of those persons jointly and each of them individually.

(h) Each obligation imposed on a party by this Agreement in favour of another is a separate obligation.

17.2 Entire Understanding

(i) This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications between the parties.

(j) Each party acknowledges that, except as expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of this Agreement.

17.3 No Waiver

A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of

the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any other breach.

17.4 Severability

If any provision of this Agreement offends any law applicable to it and is as a consequence illegal, invalid or unenforceable then:

(k) where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and

(l) in any other case the offending provision must be severed from this Agreement in which event the remaining provisions of the Agreement operate as if the severed provision had not been included.

17.5 Successors and AssignsThis Agreement binds and benefits the parties and their respective successors and permitted assigns.

17.6 No VariationThis Agreement cannot be amended or varied except in writing signed by the parties.

17.7 CostsEach party must pay its own legal costs of and incidental to the preparation and completion of this Agreement.

17.8 CounterpartsIf this Agreement consists of a number of counterparts, each is an original and all of the counterparts together constitute the same document.

17.9 Conflicting ProvisionsIf there is any conflict between the main body of this Agreement and any schedules or annexures comprising it, then the provisions of the main body of this Agreement prevail.

17.10 NoticesAny notice or other communication to or by a party to this Agreement:

(m) may be given by personal service, post, or email;

(n) must be in writing, legible and in English.

(o) in the case of a corporation, must be signed by an officer or under the common seal of the sender;

(p) is deemed to be given by the sender and received by the addressee:

(i) if delivered in person, when delivered to the addressee;

(ii) if posted, 2 Business Days (or 6, if addressed outside Australia) after the date of posting to the addressee whether delivered or not; or

(iii) if sent by facsimile transmission, on the date shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee's time) it is deemed to have been received at 9.00 am on the next Business Day.

17.11 Non Merger

A term or condition of, or act done in connection with, this Agreement does not operate as a merger of any of the rights or remedies of the parties under this Agreement and those rights and remedies continue unchanged. Each term of this Agreement that has not been carried into effect at the termination of this Agreement survives the termination.

17.12 No Adverse Construction

This Agreement is not to be construed to the disadvantage of a party because that party was responsible for its preparation.

17.13 Further Assurances

A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents which are reasonably necessary to give full effect to this Agreement.

17.14 Consents and Approvals

Where anything depends on the consent or approval of a party, then, unless this Agreement provides otherwise, that consent or approval may be given conditionally or unconditionally or withheld, in the absolute discretion of that party.

17.15 No Right of Set-Off

Unless this Agreement expressly provides otherwise, a party has no right of set-off against a payment due to another party.

17.16 Governing Law and Jurisdiction

This Agreement is governed by and must be construed in accordance with the laws of the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this Agreement.

17.17 No Partnership, etc

Nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

17.18 Stamp Duty

All stamp duty (including fines and penalties, if any) payable in respect of this Agreement or any instrument created in connection with it must be borne by the Licensee. The Authorised Representatives undertakes to keep the Licensee indemnified against all liability relating to stamp duty, fines and penalties.

17.19 Privacy

The parties acknowledge that, in order to perform their duties under this document, it may be necessary for them to collect and provide personal information about individuals. Each of the parties must ensure that they comply with the requirements of the Privacy Act in relation to the collection and disclosure of Personal Information.

The parties must ensure that in disclosing information about another party they must take reasonable steps to ensure that the individual is aware that Personal Information may be disclosed to another party and consent is obtained.

Schedule 1:

Fee Schedule

Schedule 2:

Authorized to:

EXECUTED as an agreement Libertas Financial Planning Pty LtdABN 27 160 419 134:

Signature of Director

Name of Director

Date

Signed by Representative In the presence of:

Signature of Authorised Representatives Signature of Witness

Name of Authorised Representatives Name Of Witness

…………………………………………………

Date

EXECUTED as an agreement

Corporate Rep Pty Ltd ACN xxxxxxxxxxxxxxx:

Signature of Director

Name of Director

Date