SHAREHOLDERS DEED

OutbreakSafe Pty Ltd (ACN 659 835 695)

SHAREHOLDERS DEED

OutbreakSafe Pty Ltd (ACN 659 835 695)

Confidential
Table of Contents
1 Definitions and Interpretation
2 Objectives
3 Board of Directors
4 Meetings of the Board
5 Meetings of Shareholders
6 Management and decision making
7 Financial matters
8 Distribution of Profits
9 Issue of new Securities
10 Transfer of Securities
11 Company protections
12 Term
13 Dispute Resolution
14 Representations and Warranties
15 Trust provisions
16 General 19
Schedule 1 Party details
Schedule 2 Deed of Accession

Confidential
THIS DEED IS MADE on October 2022

PARTIES
1 OutbreakSafe Pty Ltd (the Company).
2 The Shareholders set out in Part 2 of Part A.

BACKGROUND
1 The Company is a proprietary company that was incorporated on 1 June 2022.

2 As at the Effective Date, each Shareholder holds the Shares set out next to its name in Part 2 of
Part A.
3 The Parties enter into this Document to record the rights and obligations of the Shareholders
and the Company in relation to the ownership and management of the Company.

OPERATIVE PART

1 Definitions and Interpretation

1.1 Definitions
In this Document, unless the context otherwise requires:
Acceptance Notice has the meaning given in clause 9.1(c).
Accepting Shareholder has the meaning given in clause 9.1(c).
ADC has the meaning given in clause 13.3.
Affiliate means, in relation to a Party:

(a) a person that Controls or is Controlled by that Party;

(b) a Related Body Corporate of that Party;

(c) a trust of which the trustee is the same person that Controls that Party or is an entity which is
Controlled by that Party; or

(d) any spouse (including de facto partner), parent (including step or adoptive parent), sibling
(including step sibling) or child of at least 18 years of age (including step child or adopted
child) of that Party.
Board means the board of Directors of the Company.
Business means the business of the Group as at the Effective Date, being [description of business],
and as modified from time to time in accordance with this Document.
Business Day means a day on which banks are open for general banking business in Victoria,
excluding Saturdays, Sundays and public holidays.

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Class A Ordinary Shares means the class A ordinary shares giving a holder of a Class A ordinary
share rights to dividend from the Company, but no right to vote on any resolution tabled at the
Company’s general meeting;
Company means the company set out in the parties clause, details of which are set out in Part 1 of
Part A.
Confidential Information includes information or documentation which:

(a) is disclosed to the recipient in connection with this Document (whether before or after
the Effective Date);

(b) is prepared or produced under or in connection with this Document (whether before or
after the Effective Date); or

(c) relates to:

(1) the business, assets or affairs of a Party or any of its Affiliates; or

(2) the subject matter of, the terms of and/or any transactions contemplated by this
Document,

whether or not such information or documentation is reduced to a tangible form or marked in

writing as “confidential”, and whether it is disclosed to the recipient or received, acquired,
overheard or learnt by the recipient in any way whatsoever.

Control has the meaning given in section 50AA of the Corporations Act.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Deed of Accession means a deed poll substantially in the form of Part B.
Director means a director of the Company.
Dispute has the meaning given in clause 13.1(a).
Dispute Notice has the meaning given in clause 13.2(a).
Document means this Shareholder’s Deed and all schedules, annexures and attachments included in
this Shareholder’s Deed.
Effective Date means the date on which this Document is signed by each of the Parties, as set out on
the execution page.
Financial Year means a period of 12 consecutive calendar months ending on 30 June.
Insolvency Event means the occurrence of any one or more of the following events in relation to a
Party:

(a) the Party is or states that it is insolvent or is deemed or presumed to be insolvent under
any applicable laws;

(b) an application or order is made for the winding up, bankruptcy or dissolution of the Party
or a resolution is passed or any steps are taken to pass a resolution for its winding up or
dissolution;

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 (c) an administrator, provisional liquidator, liquidator or person having a similar or
analogous function under the laws of any relevant jurisdiction is appointed in respect of
the Party or any action is taken to appoint any such person and the action is not stayed,
withdrawn or dismissed within 10 Business Days;

(d) a controller is appointed in respect of any of the Party’s property;

(e) the Party is deregistered under the Corporations Act or other legislation or notice of its
proposed deregistration is given to it;

(f) a distress, attachment or execution is levied or becomes enforceable against the Party or
any of its property;

(g) the Party enters into or takes action to enter into an arrangement, composition or
compromise with, or assignment for the benefit of, all or any class of its creditors or
members or a moratorium involving any of them;

(h) a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the
Party or its property;

(i) a petition for the making of a sequestration order against the estate of the Party is
presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days
or the Party presents a petition against itself; or

(j) anything analogous to or of a similar effect to anything described above under the law of
any relevant jurisdiction occurs in respect of the Party.

Intellectual Property means any:

(a) copyright;

(b) registered or unregistered design, patent, trade mark rights;

(c) trade, business, company or domain names;

(d) know-how, inventions, processes, trade secrets, Confidential Information;

(e) circuit layouts, databases or source codes; or

(f) similar rights in any part of the world,

relating to the operation of the Business, including any application, or right to apply, for
registration of, and any improvements, enhancements or modifications of, the foregoing.

Issue Notice has the meaning given in clause 9.1(a).

Issue Securities has the meaning given in clause 9.1(a).
Key Person means, in respect of a Shareholder, the person identified as that Shareholder’s Key
Person in Part 2 of Part A or in that Shareholder’s Deed of Accession, as applicable.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Ordinary Resolution means:

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 (a) in relation to a Directors’ resolution, a resolution approved by over 50% of the Directors
present (by any means) and entitled to vote on that matter; or

(b) in relation to a Shareholders’ resolution, a resolution approved by the holders of over

50% of the votes validly cast by those Shareholders present (by any means, including
voting by proxy) and entitled to vote on that matter.
Ordinary Share means an ordinary share in the capital of the Company.
Party means a party to this Document from time to time, and Parties means all of them.
Related Body Corporate has the meaning given in section 9 of the Corporations Act.
Related Party means, in respect of a Shareholder, any Director appointed by that Shareholder and
that Shareholder’s Key Person, officers, employees, agents, representatives and Affiliates.
Respective Proportion means, in respect of a Shareholder, the proportion that the aggregate number
of Shares held by that Shareholder bears to the aggregate number of Shares held by all Shareholders at
the relevant time, except that, for the purposes of clause 10.3, the Seller’s Shares are excluded from
the total number of Shares.
Sale Notice has the meaning given in clause 10.3(a).
Sale Securities has the meaning given in clause 10.3(c).
Security means a security in the Company, and includes Shares, options, convertible notes, warrants
and other securities capable of conversion into Shares, and Securities means all of them.
Security Interest means any interest or right which secures the payment of a debt or other monetary
obligation or the compliance with any other obligation and includes a security interest within the
meaning of section 12(1) of the Personal Property Securities Act 2009 (Cth).
Seller has the meaning given in clause 10.3(a).
Share means an issued share in the capital of the Company, and Shares means all of them.
Share Plan means an employee incentive plan to issue Securities to eligible service providers
(including Directors, employees and contractors).
Shareholder means any person holding one or more Share from time to time, and Shareholders
means all of them.
Subscription Date has the meaning given in clause 9.1(h).
Subsidiary has the meaning given in section 9 of the Corporations Act.
Third Party means a person other than the Company, a Shareholder or (other than in respect of
clause 9.2) a Shareholder’s Affiliate.
Transfer means, in respect of a Security, any dealing with the Security, including:

(a) the disposal, transfer, sale, exchange, redemption, forfeiture or cancellation of the
Security; or

(b) the creation of a trust, encumbrance, option or swap in respect of the Security.
Transfer Acceptance has the meaning given in clause 10.3(d).
Transferee has the meaning given in clause 10.3(d).

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Trust has the meaning given in clause 15.1.
Trustee has the meaning given in clause 15.1.

1.2 Interpretation
In this Document, unless the context otherwise requires:

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

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

(c) a reference to a clause, paragraph, schedule or annexure is a reference to a clause,

paragraph, schedule or annexure, as the case may be, of this Document;

(d) if any act which must be done under this Document is to be done on a day that is not a
Business Day then the act must be done on or by the next Business Day;

(e) a reference to any legislation or law includes subordinate legislation or law and all
amendments, consolidations, replacements or re-enactments from time to time;

(f) where a word or phrase is defined, its other grammatical forms have a corresponding
meaning;

(g) a reference to a natural person includes a body corporate, partnership, joint venture,
association, government or statutory body or authority or other legal entity and vice
versa;

(h) includes and similar words mean includes without limitation;

(i) no clause will be interpreted to the disadvantage of a Party merely because that Party
drafted the clause or would otherwise benefit from it;

(j) a reference to a party to a document includes that party’s executors, administrators,

successors, permitted assigns and persons substituted by novation from time to time;

(k) a reference to this Document or any other document includes the document, all schedules
and all annexures as novated, amended, supplemented, varied or replaced from time to
time;

(l) a reference to a covenant, obligation or agreement of two or more persons binds or

benefits them severally;

(m) a reference to time is to local time in Victoria, Australia; and

(n) a reference to $ or dollars refers to the currency of Australia from time to time.

1.3 Constitution

(a) If there is any inconsistency between this Document and the Constitution, this Document
prevails to the extent of the inconsistency.

(b) If a Party requires that the Constitution be amended to remove any inconsistency, the
Parties must procure the necessary amendments.

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1.4 Termination of existing shareholders agreement
The Parties agree that any existing agreement entered into between the Company and the
Shareholders relating to the subject matter of this Document is terminated and replaced by this
Document with effect on and from the Effective Date.

2 Objectives
2.1 Objectives of the Company
The principal objective of the Company is to operate, improve and expand the Business in
accordance with the Company’s business plan and budget in effect from time to time.

2.2 Actions of Shareholders

In order to fulfil the objective set out in clause 2.1, each Shareholder must provide the
approvals and make the decisions that are required of it promptly and in good faith.

2.3 Subsidiaries
The board of each Subsidiary must be constituted in accordance with clause 3, and the Parties
must procure that the board and business of each Subsidiary operates in accordance with
clauses 3, 4 and 6 as if each reference to the Company and the Board was a reference to each
Subsidiary and its board.

3 Board of Directors
3.1 Number of Directors

(a) The Board will comprise a minimum of one and a maximum of seven Directors, unless
otherwise determined in accordance with clause 6.

(b) Each initial Director is set out in Part 2 of Part A, adjacent to the name of the
Shareholder that appointed that Director. Each initial Director has consented to its
appointment and its appointment is in full force and effect as at the Effective Date.

3.2 Appointment of Directors

(a) Directors may be appointed in accordance with clause 6 of the Constitution.

(b) Each Director may appoint an alternate director to carry out its obligations at any time
and from time to time by written notice to the Company.

(c) Following service of a notice or passing of a resolution in accordance with this

clause 3.2, the appointment of a Director will take effect when that Director’s written
consent to act as a Director is received at the registered office of the Company.

3.3 Removal of Directors

(a) Directors may be removed in accordance with clause 6.4 of the Constitution

(b) A Director must resign by written notice to the Company if:

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 (1) the Shareholder that appointed that Director ceases to have the requisite number of
Shares for the appointment;

(2) the Director becomes incapable of managing its own affairs due to a medical or
mental condition (as evidenced by a certificate to that effect by a qualified medical
practitioner);

(3) the Director is precluded from taking part in the management of a corporation
under the provisions of Part 2D of the Corporations Act; or

(4) required in accordance with this Document.

(c) A Director may resign from office by written notice to the Company.

(d) The removal of a Director takes effect when the written notice of removal is received at
the registered office of the Company or the requisite resolution is passed, as applicable.

3.4 Chair

(a) The Directors may elect a Director to act as chair.

(b) In the event that an equal number of votes are cast for and against a matter, the chair will
have a casting vote in addition to the chair’s deliberative vote.

3.5 Director as nominee of appointing Shareholder

(a) Each Party acknowledges that a Director is the representative of the Shareholder that
appointed it, if applicable.

(b) Subject to the Corporations Act, a Director may have regard to and represent the interests
of the Shareholder that appointed it when performing its duties and exercising its rights
as a Director.

(c) A Director may communicate and provide copies of any information in respect of the
affairs of the Group to the Shareholder that appointed it.

3.6 Directors’ remuneration

Unless determined otherwise in accordance with clause 6, Directors are not entitled to
Directors’ fees or other remuneration in connection with their role as a Director.

4 Meetings of the Board

4.1 Board meetings

(a) The Board must meet at least quarterly each Financial Year in person or via
teleconference or other electronic means.

(b) Unless otherwise agreed by all Directors (in writing), at least five Business Days’ written
notice of a Board meeting must be given to each Director and alternate director and the
notice must be accompanied by an agenda of the matters to be discussed at the meeting.

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4.2 Quorum

(a) The quorum for a Board meeting is more than 50% of Directors, present or represented
by an alternate director.

(b) A Director will be counted among the quorum if it (or its alternate director) is present at
the meeting in person or via teleconference or other electronic means. The quorum must
be present at all times during the meeting.

(c) If a quorum is not present within 30 minutes of the scheduled time, the meeting will be
adjourned for two Business Days and will be held at the same time and place on that
date. A notice of the adjourned meeting must be given to all Directors.

(d) No business may be conducted at the adjourned meeting except business which was
meant to be conducted at the meeting which was adjourned, unless all Directors
otherwise agree.

(e) The quorum for the adjourned meeting is the same as was necessary for the meeting that
was adjourned. If the quorum is not present within 30 minutes after the scheduled time,
the quorum will be the Directors who are present.

4.3 Voting entitlements

(a) Each Director has one vote at Board meetings.

(b) A Director who has a personal interest in a matter that relates to the affairs of the
Company must give the Board notice of the interest. Unless agreed by all Directors, a
Director must not vote on a matter in which it has a personal interest.

5 Meetings of Shareholders
5.1 Shareholders’ meetings
The Board may (and must if requested by a Shareholder with control of at least 5% of the votes
able to be cast at a Shareholders’ meeting) call a meeting of Shareholders by giving all
Shareholders no less than 21 days’ written notice. The notice must be accompanied by an
agenda of the matters to be discussed at the meeting.

5.2 Quorum

(a) The quorum for a meeting of Shareholders is Shareholders holding more than 50% of the
Shares who are eligible to attend and vote, present or represented by proxy.

(b) A Shareholder will be counted among the quorum if it (or its proxy) is present at the
meeting in person or via teleconference or other electronic means. The quorum must be
present at all times during the meeting.

(c) If a quorum is not present within 30 minutes of the scheduled time, the meeting will be
adjourned for two Business Days and will be held at the same time and place on that
date. A notice of the adjourned meeting must be given to all Shareholders.

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 (d) No business may be conducted at the adjourned meeting except business which was
meant to be conducted at the meeting which was adjourned, unless all Shareholders
otherwise agree.

(e) The quorum for the adjourned meeting is the same as was necessary for the meeting that
was adjourned. If the quorum is not present within 30 minutes after the scheduled time,
the quorum will be the Shareholders who are present.

5.3 Voting entitlements

(a) Subject to any rights or restrictions attached to any class of Shares, at a Shareholders’
meeting, each Shareholder will have one vote per Share held.

(b) A Shareholder who has a personal interest in a matter that relates to the affairs of the
Company must give the Company notice of the interest. Unless agreed by all other
Shareholders, a Shareholder may not vote on a matter in which it has a personal interest.

5.4 Chair

(a) The Board must nominate a Director to chair Shareholders’ meetings.

(b) In the event that an equal number of votes are cast for and against a matter, the chair will
not have a casting vote.

6 Management and decision making

6.1 Overall management by the Board

(a) Subject to the Corporations Act and any other provision of this Document, the Board
must decide all matters concerning the overall management and direction of the
Company and all issues for the day-to-day management of the Company by way of
Ordinary Resolution.

(b) Each Shareholder must act in accordance with the Board’s decisions.

6.2 Quorum
No decision made at a Board meeting or Shareholders’ meeting will be valid unless the
requisite quorum for the meeting is present.

7 Financial matters
7.1 Business Plan and Budget

(a) At least 20 Business Days before the end of a Financial Year, the Company must submit
to the Board for approval an updated business plan and budget for the following
Financial Year.

(b) If an updated business plan and budget is not approved by the Board in accordance with
clause 6, then the business plan and budget last adopted by the Board will continue to
apply until such time as a new business plan and budget is adopted.

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 (c) The Company must conduct the Business in accordance with the business plan and
budget in effect from time to time.

(d) The business plan and budget may be amended or replaced in accordance with clause 6.

7.2 Financial statements and accounts

(a) The Company must provide each Shareholder with the following reports:

(1) within 60 Business Days of the end of each Financial Year, an unaudited profit
and loss statement and balance sheet for that Financial Year;

(2) prior to the commencement of a Financial Year, the business plan and budget for
that Financial Year; and

(3) promptly, any other information reasonably requested by such Shareholder in

order to satisfy its mandatory reporting or regulatory obligations.

(b) The Company must ensure that all financial statements comply with accounting
principles and practices generally accepted in Australia and all applicable laws.

7.3 Further funding

No Shareholder is obliged to provide additional debt or equity capital to the Company or to
give any guarantee or indemnity in respect of the Company’s liabilities.

8 Distribution of Profits
8.1 Dividends

Subject to the Corporations Act and to any rights or restrictions attached to any Shares or class
of Shares:

(a) The Board may by simple majority to declare and pay dividends and:

1) Recommend such final dividend as, in their judgment, the financial position of the
Company justified

2) Declare a final dividend which, in their judgment, the financial position of the
Company justifies it

3) Pay such interim dividend as, in their judgment, the financial position of the
Company justifies it

9 Issue of new Securities

9.1 Pre-emption rights

(a) If the Company wishes to issue new Securities, it must first offer all of the new Securities
(Issue Securities) to the Shareholders by written notice (Issue Notice).

(b) The Issue Notice must specify:

(1) the terms of issue of the Issue Securities;

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 (2) the total number of Issue Securities available for subscription; and

(3) the subscription price of each Issue Security.

(c) A Shareholder wishing to subscribe for Issue Securities (Accepting Shareholder) must,
within 10 Business Days after receipt of the Issue Notice, notify the Board in writing of
the number of Issue Securities it would like to subscribe for (Acceptance Notice).

(d) If the Company receives Acceptance Notices for a number of Issue Securities equal to or
less than the total number of Issue Securities, each Accepting Shareholder will be
allocated the amount of Issue Securities set out in its Acceptance Notice.

(e) If the Company receives Acceptance Notices for a number of Issue Securities greater
than the total number of Issue Securities, each Accepting Shareholder will be allocated
the lesser of:

(1) the number of Issue Securities set out in its Acceptance Notice; and

(2) its Respective Proportion of the Issue Securities.

(f) Any Issue Securities which remain unallocated must be re-offered to those remaining
Accepting Shareholders who specified a number of Issue Securities greater than their
Respective Proportion in their Acceptance Notice.

(g) The process in clauses 9.1(c) to 9.1(f) (inclusive) will be repeated until:

(1) all Issue Securities have been allocated; or

(2) every Accepting Shareholder offered Issue Securities has rejected the offer.

(h) As soon as practicable after the determination of the allocation of each Accepting
Shareholder, the Company must give each Accepting Shareholder a notice setting out its
allocation and the date for completion of the issue of the Issue Securities (Subscription
Date).

(i) On the Subscription Date:

(1) each Accepting Shareholder must pay to the Company the subscription moneys for
the Issue Securities it has been allocated; and

(2) the Company must issue to each Accepting Shareholder its Issue Securities.

9.2 Issue of new Securities to Third Party

(a) If there are any unallocated Issue Securities after the procedure set out in clause 9.1 has
been followed, the Company may issue those Issue Securities to one or more Third
Parties provided that:

(1) each Third Party has been approved by the Board;

(2) the issue is on terms no more favourable than those set out in the Issue Notice; and

(3) the issue will not be effective if the Third Party does not enter into and deliver to
the Company a Deed of Accession on or prior to the date of issue.

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 (b) If the Company does not issue all Issue Securities within 60 Business Days of the date of
the Issue Notice, it may not issue those Issue Securities without complying again with
this clause 9.

10 Transfer of Securities
10.1 Restrictions on Transfers

(a) A Shareholder must not Transfer a Security unless the Transfer is permitted in
accordance with clause 10.2.

(b) Each Party must do any act within its control to procure that the Directors do not register
a Transfer of Securities in breach of clause 10.1(a).

(c) No Transfer of Securities will be effective unless the transferee is a Party or enters into
and delivers to the other Parties a Deed of Accession.

10.2 Permitted Transfers

(a) A Shareholder may Transfer some or all of its Securities:

(1) to any other Shareholder, provided such Transfer is made in compliance with
clause 10.3;

(2) to a Third Party, provided such Transfer is made in compliance with clauses 10.3
and 10.1(c);

(3) to an Affiliate, provided:

1) such Transfer is made in compliance with clause 10.1(c); and

2) the Shareholder and its Affiliate agree that the Shares must be Transferred
back to the Shareholder if the Affiliate ceases to be an Affiliate of the
Shareholder.

(b) Subject to any applicable laws, the Company must register a Transfer of Securities made
in compliance with this clause 10.2.

10.3 Pre-emption rights

(a) If a Shareholder (Seller) wishes to Transfer some or all of its Securities, it must serve a
notice (Sale Notice) on the Board, and the Board must give a copy of the Sale Notice to
each other Shareholder.

(b) The Sale Notice will constitute an offer by the Seller to Transfer the Sale Securities on
the terms of this clause 10.3.

(c) The Sale Notice must specify:

(1) the number and class of Securities the Seller wishes to Transfer (Sale Securities);

(2) the name of any proposed Third Party purchaser;

(3) the sale price per Sale Security; and

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 (4) each other term and condition on which the Seller proposes to sell the Sale
Securities.

(d) A Shareholder wishing to purchase Sale Securities (Transferee) must, within 10

Business Days after receipt of the Sale Notice, irrevocably notify the Board of the
number of Sale Securities it wishes to purchase (Transfer Acceptance).

(e) If the Board receives Transfer Acceptances in respect of equal to or less than the total
number of Sale Securities, each Transferee will be allocated the amount of Sale
Securities set out in its Transfer Acceptance.

(f) If the Board receives Transfer Acceptances in respect of more than the total number of
Sale Securities, each Transferee will be allocated the lesser of:

(1) the number of Sale Securities set out in its Transfer Acceptance; and

(2) its Respective Proportion of the Sale Securities.

(g) Any Sale Securities which remain unallocated must be re-offered to those remaining
Transferees who specified a number of Sale Securities greater than their Respective
Proportion in their Transfer Acceptance. Those Transferees will have 10 Business Days
to accept the offer.

(h) The process in clauses 10.3(d) to 10.3(g) (inclusive) will be repeated until:

(1) all Sale Securities have been allocated; or

(2) every Transferee offered Sale Securities has rejected the offer.

(i) As soon as practicable after the determination of the allocation of each Transferee, the
Board must:

(1) give each Transferee a notice setting out its allocation; and

(2) notify the Seller and the Company of any unallocated Sale Securities.

(j) The Company may, but is not obliged to, buy-back any unallocated Sale Securities on the
terms and conditions set out in the Sale Notice and in accordance with the Corporations
Act.

(k) If, after following the process set out in this clause 10.3, there are still some unallocated
Sale Securities, the Seller may Transfer some or all of them to one or more Third Parties
within 60 Business Days of the date of the Sale Notice, provided that the Transfer is on
terms no more favourable than those set out in the Sale Notice.

(l) The Parties must do everything necessary to facilitate the Transfer and/or buy-back of the
Sale Securities in accordance with this clause 10.3.

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11 Company protections
11.1 Confidentiality

(a) Subject to clause 11.1(b), each Party must (and each Shareholder must ensure that its
Related Parties do):

(1) keep confidential; and

(2) not use or permit any unauthorised use of,

all Confidential Information.

(b) Clause 11.1(a) does not apply where:

(1) the information is in, or comes into, the public domain (other than by a breach of
this clause 11.1 by the relevant Party);

(2) the relevant Party has the prior written consent of the Party that disclosed the
Confidential Information;

(3) required by law;

(4) required in order to comply with this Document, provided that the Party disclosing
the Confidential Information ensures the recipient complies with the terms of this
clause 11.1;

(5) the Shareholder is a fund or holds Securities on behalf of a partnership, unit trust
or any other fund, and the disclosure is to the manager, trustee, custodian,
nominee, general partner, limited partner, investor or prospective investor of or in
that partnership, trust or fund and any Subsidiary or Related Body Corporate of
that partnership, trust or fund;

(6) the disclosure is to the investors of or in a Shareholder in order to satisfy that

Shareholder’s reporting obligations to its investors;

(7) the disclosure is to a prospective holder of Shares (provided that the Party
disclosing the Confidential Information ensures the recipient complies with the
terms of this clause 11.1); and

(8) the disclosure is to a professional adviser in order to obtain advice in relation to

matters arising in connection with this Document and provided that the Party
disclosing the Confidential Information ensures the adviser complies with the
terms of this clause 11.1.

(c) Each Party acknowledges and agrees that monetary damages may not be an adequate
remedy for a breach of this clause 11.1. A Party is entitled to seek an injunction, or any
other remedy available at law or in equity, at its discretion, to protect itself from a breach
(or continuing breach) of this clause 11.1.

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11.2 Restraints

(a) Subject to clause 11.2(b), each Shareholder must not (and must procure that its Related
Parties do not):

(1) directly or indirectly promote, engage in or invest in any business or activity

which, in the reasonable opinion of the Company, is in competition with, or is of a
similar nature to, the Business or the activities of the Group;

(2) attempt, counsel, procure or otherwise assist a person to do any of the acts
specified in this clause 11.2(a).

(b) The undertakings in clause 11.2(a) apply in respect of a Shareholder from the date on
which it becomes a Party until:

(1) 12 months after it ceases to hold Securities; or if unenforceable

(2) nine months after it ceases to hold Securities; or if unenforceable

(3) six months after it ceases to hold Securities,

where the prohibited activity occurs in:

(4) any country that the Company provides its products or services to; or if
unenforceable

(5) the Commonwealth of Australia; or if unenforceable

(6) the State of Victoria.

(c) The Parties acknowledge and agree that this clause 11.2 will not prevent a Shareholder or
its Related Parties:

(1) having an interest in securities which are listed on a recognised securities

exchange, provided such interest is not more than 5% of the total number of
securities on issue; or

(2) recruiting a person through a recruitment agency or following a response to a

public advertisement, provided all reasonable steps are taken to avoid directly or
indirectly targeting the Company’s employees.

(d) Each undertaking contained in this clause 11.2 is a separate undertaking and is
enforceable by the other Parties separately and independently of each of the other
undertakings.

(e) If any of the above undertakings is void but would be valid if some part of the
undertaking were deleted or amended, the undertaking applies with such modification as
may be necessary to make it valid.

(f) Each Shareholder agrees that the undertakings in this clause 11.2 are fair and no more
extensive than is reasonable to protect the Parties.

(g) Each Shareholder acknowledges and agrees that monetary damages may not be an
adequate remedy for a breach of this clause 11.2. A Party is entitled to seek an

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 injunction, or any other remedy available at law or in equity, at its discretion, to protect
itself from a breach (or continuing breach) of this clause 11.2.

11.3 Intellectual Property

(a) All Intellectual Property developed by the Company or its employees in the course of
their employment belongs to, and automatically vests in, the Company. To the extent
such Intellectual Property does not automatically vest in the Company, the Company
must procure its assignment to the Company.

(b) The Shareholders must (and must procure that their Related Parties do) assign all
Intellectual Property arising or created by them relating to the Company or the Business
to the Company.

(c) If any Shareholder or any of its Related Parties has any Moral Rights in the material it
creates for or in relation to the Company, that Shareholder must (or must procure that
any applicable Related Party does) consent to the infringement of those Moral Rights.

11.4 Security Interests

No Shareholder may grant, create or permit to subsist a Security Interest over or in respect of any of
its Securities without the prior approval of the other Shareholders.

12 Term
12.1 Commencement

(a) This Document takes effect on and from the Effective Date.

(b) The Parties agree that a new Shareholder becomes a Party to this Document by executing
and delivering a Deed of Accession.

12.2 Termination

(a) This Document will terminate:

(1) by mutual agreement in writing between the Shareholders;

(2) when there is only one Shareholder;

(3) in respect of a particular Shareholder, when that Shareholder ceases to hold

Shares; or

(4) when the Company is wound up.

(b) Clauses 1, 11.1, 11.2, 11.3, 12, 13 and 15 will survive termination.

(c) Termination of this Document will not affect any rights or liabilities which a Party has
accrued under it.

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13 Dispute Resolution
13.1 Disputes

(a) A Party must not commence court proceedings relating to any dispute arising from, or in
connection with, this Document (Dispute) without first complying with this clause 12
unless:

(1) that Party is seeking urgent interlocutory relief; or

(2) the Dispute relates to compliance with this clause.

(b) Notwithstanding the existence of a Dispute, the Parties must continue to perform their
obligations under this Document.

13.2 Negotiation

(a) In the event of a Dispute, the Party claiming there is a Dispute must give written notice
to the other Party or Parties to the Dispute setting out the details of the Dispute and
proposing a resolution (Dispute Notice).

(b) Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if
applicable by its senior executives or senior managers who have authority to reach a
resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith.
All aspects of every such conference, except for the occurrence of the conference, will be
privileged.

13.3 Mediation

(a) If the relevant Parties are unable to resolve the Dispute within 15 Business Days after
receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to
the other Parties) submit the Dispute to mediation administered by the Australian
Disputes Centre (ADC), with such mediation to be conducted:

(1) in good faith;

(2) in Victoria; and

(3) in accordance with the ADC Mediation Guidelines.

(b) The costs of mediation are to be split between the relevant Parties, provided that each
Party will bear its own costs in relation to the mediation.

(c) If the Dispute has not been settled within 20 Business Days after the appointment of a
mediator, or such other period as agreed in writing between the Parties, the Dispute may
be referred by any Party involved in the Dispute (by written notice to the other Parties) to
litigation.

14 Representations and Warranties

14.1 Nature
Each Party represents and warrants to each other Party:

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 (a) where it is an individual, it has full legal capacity and power to enter into this Document,
to perform its obligations under this Document, to carry out the transactions
contemplated by this Document, to own its property and assets and to carry on its
business;

(b) where it is a company:

(1) it is a body corporate duly incorporated and validly existing under the laws of the
place of its incorporation;

(2) it has the corporate power to enter into and perform its obligations under, and to
carry out the transactions contemplated by, this Document; and

(3) it has taken all necessary corporate action to authorise the entry into and
performance of, and to carry out the transactions contemplated by, this Document;

(c) where it is the trustee of a trust:

(1) it is the sole trustee of the trust and no action has been taken to remove or replace
it;

(2) it has the power under the trust deed to execute and perform its obligations under
this Document;

(3) all necessary action has been taken to authorise the execution and performance of
this Document under the trust deed; and

(4) this Document is executed, and all transactions relating to it are or will be entered
into, as part of the due and proper administration of the trust, and the transactions
are or will be for the benefit of the beneficiaries;

(d) no Insolvency Event has occurred in respect of it;

(e) this Document constitutes legal, valid and binding obligations, enforceable in accordance
with its terms; and

(f) the execution and performance by it of this Document and each transaction contemplated
by it does not conflict with any law, order, judgment, rule or regulation applicable to it or
any document binding on it.

14.2 Repetition
Each Party makes the representations and warranties in clause 14.1 on each day on which it is a
Party.

15 Trust provisions
15.1 Capacity
Each Party described in this Document as a trustee (Trustee) enters into this Document only in
its capacity as a trustee of the trust of which it is described as the Trustee (Trust).

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15.2 Limitation of liability
Subject to clause 15.3, and despite any other provision of this Document, a liability arising
under or in connection with this Document is limited and can be enforced against a Trustee
only to the extent to which the Trustee is indemnified out of the assets of the Trust.

15.3 Exclusion
The limitation set out in clause 15.2 does not apply where the Trustee’s right to indemnification
is reduced or lost as a result of fraud, breach of trust or breach of duty by the Trustee.

16 General
16.1 Notices

(a) A notice or other communication given under this Document must be:

(1) in writing, in English and signed by the sender; and

(2) addressed and delivered to the intended recipient by hand, prepaid post or email in
accordance with the notice details last notified by the recipient to the Parties.

(b) A Party’s notice details are set out in Part A or that Party’s Deed of Accession (as
applicable). A Party may change its notice details by written notice to the other Parties.

(c) A notice or communication is taken as having been given:

(1) when left at a Party’s current address for notices;

(2) if mailed, on the third Business Day after posting (if delivered to an address within
the same country) or on the tenth Business Day after posting (if delivered to an
address within another country); or

(3) if sent by email, if sent before 5pm on a Business Day in the place of receipt then
on the Business Day when it is sent, otherwise on the following Business Day.

16.2 Waiver
Any failure or delay by a Party in exercising a power or right (either wholly or partially) in
relation to this Document does not operate as a waiver or prevent that Party from exercising
that power or right or any other power or right. A waiver must be in writing.

16.3 Powers, rights and remedies

Except as provided in this Document or permitted by law, the powers, rights and remedies of a
Party under this Document are cumulative and in addition to any other powers, rights and
remedies the Party may have.

16.4 Consents or approvals

Except as provided in this Document, a Party may give, attach conditions to or withhold any
consent or approval under this Document at its sole and absolute discretion. A Party is not
obliged to give reasons for giving or withholding its consent or approval or for giving its
consent or approval subject to conditions.

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16.5 Assignment
A Party may only assign this Document or a right under this document with the prior written
unanimous consent of the Board. Any purported dealing in breach of this clause 16.5 is of no
force or effect.

16.6 Further assurance

Each Party must promptly do all things and execute all further documents necessary to give full
force and effect to this Document and their obligations under it.

16.7 Costs and expenses

Each Party must pay its own costs and expenses (including legal costs) in connection with the
negotiation, preparation and execution of this Document and any document relating to it.

16.8 Relationship of Parties

(a) This Document is not intended to create a partnership, joint venture or agency
relationship between the Parties.

(b) Nothing in this Document gives a Party authority to bind any other Party in any way.

16.9 Independent legal advice

Each Party acknowledges and agrees that it has had an opportunity to read this Document, it
agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek
independent legal advice about its terms.

16.10 Severance

(a) If a provision of this Document is held to be void, invalid, illegal or unenforceable, that
provision must be read down as narrowly as necessary to allow it to be valid or
enforceable.

(b) If it is not possible to read down a provision (in whole or in part), that provision (or that
part of that provision) is severed from this Document without affecting the validity or
enforceability of the remainder of that provision or the other provisions in this
Document.

16.11 Entire agreement

This Document, each Deed of Accession and the Constitution contain the entire understanding
between the Parties, and supersede all previous discussions, communications, negotiations,
understandings, representations, warranties, commitments and agreements, in respect of its
subject matter.

16.12 Amendment
No alteration or amendment to this Document will be effective or enforceable unless made in
writing and signed by all Parties.

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16.13 Counterparts
This Document may be executed in any number of counterparts that together will form one
document.

16.14 Governing law and jurisdiction

This document and any dispute arising out of or in connection with the subject matter of this
document is governed by the laws of the State of Victoria within the Commonwealth of
Australia.
Each party submits to the exclusive jurisdiction of the courts of that State and courts of appeal
from them, in respect of any proceedings arising out of or in connection with the subject matter
of this document.

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Part A Party details
Part 1 The Company
Name and ACN Contact Person Address Email
OutbreakSafe Pty Ltd Camilo Sebastian Rodriguez 15 Norris Circuit, Croydon, VIC [Company
ACN 659 835 695 Espinosa email]

Part 2 Shareholders and Directors

Shareholde Contact details No. of Share Percentage of Representative Key Person

r Name Shares held Class Shares held Director

Camilo Address: 15 5,000 Ordinar 50 % [SH 1 Camilo

Sebastian Norris Circuit, y Share Director] Sebastian
Rodriguez Croydon, VIC Rodriguez
Espinosa Email: [SH 1 Espinosa
email]
Attn: Camilo
Sebastian
Rodriguez
Ryan Address: 62 5,000 Ordinar 50 % [SH 2 Ryan Andrew
Andrew De Partridge way, y Shares Director] De Vincentis
Vincentis Mooroolbark,
VIC
Email: [SH 2
email]
Attn: Ryan
Andrew De
Vincentis
Catherine Address: Nil Class A Catherine
Bennett Email: Ordinar Bennett
Attn: y Share
Paul Address: Nil Class A Paul Johnson
Johnson Email: Ordinar
Attn: y Share
Gjoko Address: Nil Class A Gjoko
Muratovski Email: Ordinar Muratovski
Attn: y Share
Total 10,000 100%

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 Part B Deed of Accession
By Catherine Bennett of [Acceding Party’s address] (New Shareholder)
By Paul Johnson of [Acceding Party’s address] (New Shareholder)
By Gjoko Muratovski of [Acceding Party’s address] (New Shareholder)
In favour of the parties to the Shareholders Deed (whether original or by accession and whether before or
after execution of this deed) (the Other Parties).

BACKGROUND

1. The New Shareholders have acquired, or will acquire, Securities in OutbreakSafe Pty Ltd (ACN 659
835 695) (the Company).
2. This deed is supplemental to the shareholders deed dated [date] between the Company and its
shareholders (as amended from time to time, the Shareholders Deed).
3. The New Shareholder enters into this deed to agree to be a party to the Shareholders Deed and to be
bound by its terms.
OPERATIVE PROVISIONS

1. DEFINED TERMS AND INTERPRETATION

2. In this deed, unless the context otherwise requires, defined terms have the meaning given to them and this
deed is to be interpreted in accordance with the same principles that apply in the Shareholders Deed.

2. MEMBER CONSENT
The New Shareholder consents to being, and being registered as, a member of the Company.

3. NEW SHAREHOLDER ACCESSION

3.1 The New Shareholders confirms that it has been supplied with a copy of the Shareholders Deed.
3.2 The New Shareholders covenants in favour of the Other Parties to be bound by the Shareholders
Deed and to comply with the provisions binding on a Shareholder thereunder, on and from the
date on which it executes this deed.
4. DETAILS
The details (including notice details) of the New Shareholders are:

Shareholder Contact details No. of Share Class Representative Key Person

name Shares held Director

Catherine Address: [number of Class A [Director name] [Key Person name]

Bennett [address] shares]

Email: [email]
Paul Johnson Address: [number of Class A [Director name] [Key Person name]
[address] shares]

Email: [email]
Gjoko Address: [number of Class A [Director name] [Key Person name]
Muratovski [address] shares]

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 Email: [email]

5. NOTICES
For the purposes of the Shareholders Deed, the address of the Acceding Party to which all notices must
be delivered (until substituted in accordance with clause 18(c) of the Shareholders Deed) is:
[Acceding Party's address]
[Email: ]
Attention: Catherine Bennett

[Acceding Party's address]

[Email: ]
Attention: Paul Johnson

[Acceding Party's address]

[Email: ]
Attention: Gjoko Muratovski

6. STAMP DUTY
All stamp duty (including fines, penalties and interest) which may be payable on or in connection with
this deed poll, any instrument executed under this deed poll, and in respect of a transaction evidenced
by this deed poll must be borne by the Acceding Party. The Acceding Party must indemnify the
Company on demand against any liability for that stamp duty.

7. GOVERNING LAW
This deed poll is governed by the laws of the State of Victoria. The Acceding Party submits to the non-
exclusive jurisdiction of the courts of Victoria, and any court that may hear appeals from any of those
courts, for any proceedings in connection with this deed poll, and waives any right it might have to
claim that those courts are an inconvenient forum.

EXECUTED as a deed poll.

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EXECUTION PAGE
EXECUTED AS A DEED AND DATED THE EFFECTIVE DATE

Executed as a deed on behalf of OutbreakSafe Pty Ltd (ACN 659 835 695) in accordance with section 127 of the

Corporations Act 2001 (Cth) by:

Signature of Director Signature of Director/Secretary

Name of Director (PRINT) Name of Director/Secretary (PRINT)

Date Date

BY AN INDIVIDUAL

Signed, sealed and delivered as a deed by CATHERINE BENNETT in the presence of:

Signature of witness Signature

Name of witness (PRINT) Date

BY AN INDIVIDUAL

Signed, sealed and delivered as a deed by PAUL JOHNSON in the presence of:

Signature of witness Signature

Name of witness (PRINT) Date

BY AN INDIVIDUAL

Signed, sealed and delivered as a deed by GJOKO MURATOVSKI in the presence of:

Signature of witness Signature

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Name of witness (PRINT) Date

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