Deed of Variation to Deed of Company Arrangement Burmar Industries Pty Ltd (Subject to Deed of Company Arrangement) ACN 010 203 148

Merna Janice Marshall, Robert Ronald Marshall and Robert James Marshall

Michael Gerard McCann and Graham Robert Killer

Mungo Holdings Pty Ltd ACN 149 189 300

Leigh Catherine Esposito

gadens ONE ONE ONE 111 Eagle Street Brisbane OLD 4000 Australia

T +61 7 3231 1666 F +61 7 3229 5850 Ref DFP:JSS:201 10205

Deed of Variation to Deed of Company Arrangement (24 12 14).DDCX

CONTENTS

INTERPRETATION

2. ACKNOWLEDGEMENTS

3. VARIATION

4. CONSENT BY PURCHASER GUARANTOR

5. LAW AND JURISDICTION

6. GENERAL

Deed of Variation to Deed of Company Arrangement (24 12 I4.DOCX

DEED OF VARIATION TO DEED OF COMPANY ARRANGEMENT

DATE t / - :IflC#Ctt7 2Ot4-tojç PARTIES

Burmar Industries Pty Ltd (Administrators Appointed) ACN 010 203 148 (the Company):

Merna Janice Marshall, Robert Ronald Marshall and Robert James Marshall (the Deferring Parties)

Michael Gerard McCann and Graham Robert Killer (the Administrator)

Mungo Holdings f l y Ltd ACN 149 189 300 (the Purchaser): and

Leigh Catherine Esposito (Guarantor)

RECITALS

B. The Parties entered a Deed of Company Arrangement on 22 February 2011 (Deed of Company Arrangement).

C. Pursuant to the Deed of Company Arrangement the Administrator and the Company agreed to enter into the Business Sale Agreement to sell the Business and the Assets to the Purchaser.

E. As security for the Purchaser's obligations under the Finance Agreement, the Purchaser and the Guarantor provided the Company and the Administrator with the Security.

E. As at 12 December 2014 the Purchaser is in breach of its obligation to pay the Purchase Price to the Administrator under clause 4.2 of the Deed of Company Arrangement in that the Purchaser has failed to pay the Amount Owing.

F. The Purchaser has requested to vary its obligations to pay the Purchase Price to the Administrator under clause 4.2 of the Deed of Company Arrangement by making a payment of $60,000.00 by the Due Date.

G. Subject to and in accordance with a resolution being passed at a meeting of the Admitted Creditors convened under section 445F of the Corporations Law the Parties have agreed to vary the terms of the Deed of Company Arrangement on the terms set out in this deed (the Deed of Variation).

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

A term which has a defined meaning in the Deed of Company Arrangement has the same meaning when used in this Deed unless expressly defined in this Deed, in which case the meaning in this Deed prevails. The following Definitions apply unless the context requires otherwise:

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"Amount Owing" means the amount of $245800.00 owed by the Purchaser to the Administrators with respect to the Purchase Price payable to the Administrator pursuant to the terms of the Deed of Company Arrangement.

"Deed" means this Deed of Variation.

"Due Date means 7 days from the date of this Deed of Variation.

"Settlement Amount" means the amount of $60,000.00 held by the Administrator in the Grant Thornton Trust Account.

"Solicitors for the Administrator" means Gadens Lawyers.

1.2 General

In this Deed, unless the context otherwise requires:

(a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa:

(c) a reference to an individual or person includes a corporation, firm, partnership, joint venture, association, authority, trust, state or government and vice versa;

(d) a reference to any gender includes all genders;

(e) a reference to a recital, clause, schedule or annexure is to a recital, clause, schedule or annexure of or to this Deed;

(f) a recital, schedule or annexure forms part of this Deed;

(g) a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

(h) a reference to any party to this Deed or any other document or agreement includes that party's executors, administrators, substitutes, successors and permitted assigns;

(i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and

U) a reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration (as defined in section 9 of the Corporations Act), being placed under official management, the appointment of an administrator, and the occurrence of anything analogous or having substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction, and to the procedures, circumstances and events which constitute any of those conditions or matters.

1.3 Headings

In this Deed, headings are for convenience of reference only and do not affect interpretation.

2. ACKNOWLEDGEMENTS

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2.1 The Parties each acknowledge and agree that:

(a) The Security continues to stand as security for the Purchasers obligations under the Finance Agreement;

(b) The Purchaser has deposited the Settlement Amount in the Grant Thornton Trust Account;

(c) Except as expressly varied by this Deed all of the terms of the Deed of Company Arrangement continue in full force and effect.

3. VARIATION

3.1 The Parties each acknowledge and agree that the Purchaser will pay the Settlement Amount to the Administrator in satisfaction of the Purchaser's obligation to pay the Amount Owing under clause 4.2 of the Deed of Company Arrangement.

3.2 The Purchaser hereby unconditionally and irrevocably authorises the Administrator to release the Settlement Amount from the Grant Thornton Trust Account to the Administrator on the date of this Deed of Variation.

4. CONSENT BY PURCHASER AND GUARANTOR

4.1 The Purchaser and Guarantor hereby consent to the terms of this Deed and confirm that the whole of the terms covenants and conditions of the Security remain in full force and effect and continue to stand as security for the performance by the Purchaser of its obligations with respect to the Finance Agreement and the Amount Owing notwithstanding the terms of this Deed, and extend to the terms of this Deed.

4.2 By entering into this Deed of Variation the Purchaser and Guarantor acknowledge and agree that they have or will derive a commercial benefit by entering into this Deed.

LAW AND JURISDICTION

5.1 Governing Law

This Deed of Variation is governed by the law in force in Queensland.

5.2 Submission to Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts that may hear appeals from those courts in respect of any proceedings in connection with this Deed of Variation or the Deed of Company Arrangement.

6. GENERAL

6.1 Waiver

The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right given to that party under this Deed of Variation does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other exercise of it or the exercise of any other power or right under this Deed of Variation. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

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6.2 Rights Cumulative

The rights and remedies provided in this Deed of Variation are cumulative and do not exclude any rights or remedies provided by law.

6.3 Amendment

This Deed of Variation may only be amended or supplemented in writing signed by the parties.

6.4 Assignment

(a) No party (other than the Company) may assign or transfer all or any part of their rights or obligations under this Deed of Variation or Deed of Company Arrangement without the prior consent of the Company given by notice.

(b) The Company may assign or transfer all or any part of its rights or obligations under this Deed of Variation or Deed of Company Arrangement.

6.5 Severability

Any provision in this Deed of Variation which is invalid or unenforceable in any jurisdiction will, for the purposes of that jurisdiction, be read down, if possible, so as to be valid and enforceable, or otherwise severed to the extent of the invalidity or unenforceability, without affecting the validity or enforceability of the remaining provisions of this Deed of Variation or of that provision in any other jurisdiction.

6.6 Liability of Parties

If two or more parties are included within the same defined term in this Deed of Variation then, in this Deed of Variation:

(a) a liability of the specified defined term under this Deed of Variation is a joint liability of all of them and a several liability of each of them;

(b) a right given to the specified defined term under this Deed of Variation is a right given severally to each of them; and

(c) a representation, warranty or undertaking made by the specified defined term is made by each in respect of itself.

6.7 Further Assurance

Any party shall do, sign, execute and deliver (and shall procure that each of its employees do so) all deeds, documents, instruments and acts reasonably required of it by notice from the Company to effectively carry out and give full effect to this Deed of Variation and the rights and obligations of the parties thereunder.

6.8 Counterparts

This Deed of Variation may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

6.9 Attorneys

Each attorney who executes this Deed of Variation on behalf of a party declares that the attorney has no notice of the revocation of the power of attorney under the authority of which the attorney executes this Deed of Variation and no notice of the death of the grantor.

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Signing page

Executed as a Deed

Dated 1 5 / c / / L b if-SIGNED

b y Burmar Industries Pty Ltd (Subject to Deed of Company Arrangement) ACN 010 203 148 by its duly appointed directors

Signature of first director

Signature of cond director

SIGNED SEALED AND DELIVERED by Mungo Holdings Pty Ltd ACN 149 189 300 in accordance with section 127(1) of the ,, c sor Corporations Act in the presence of: '

SIGNED SEALED AND DELIVERED by Leigh Catherine Esposito in the presence of:

/kI' Signature

Name of witnes - please print(

&/g Mqirx ST, (4'P 9T('y4Mqr Adress of witness - please print

SIGNED SEALED AND DELIVERED by Merna Janice Marshall in the presence of:

Signature of witne

W/7y'vtr fowfty Name of ritness - please rint

Address c2MUw4r

o f witness - please print

4 c g'ctgo LEIGH CATHERINE ESPOSITO

f MERNA IM'NICE MARSHALL

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SIGNED SEALED AND DELIVERED by Robe$ Ronald Marshall in the presence of:

Signature of witness

of

of witness - please print

SIGNED SEALED AND DELIVERED by Robert James Marshall in the presence of:

ROBERT RONALD MARSHALL

Name ofwit ess - please rint

S Jr 4øc Address of witness - please print

SIGNED SEALED AND DELIVERED by Michael Gerard McCann in t presence of:

Signature of witness

Name of witness - please print

C,f Crc.t-Address of witness - please print

SIGNED SEALED AND DELIVERED by Graham Robert Killer in the presence of:

Signature of witness

3 Name of witness - please print

Address of witness - please print

MICHAEL GERARD McCANN

GRAH1BERTKILLE

I BNEDOCSBNEDOCS Deed of Variation to Deed of Company Arrangement (24 12 14)DOCX