Elevation Legal Suite 1, Enterprise Centre 3, 11 Brodie Hall Drive, Technology Park, Bentley, WA 6102 T 618 94883355 F 618 64248755 W elevationlegal.com

ROYALTY SHARE AGREEMENT

Frank Johnson

(Johnson)

and

.....................................................................................................................................................

(Purchaser)

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ROYALTY SHARE AGREEMENT

THIS AGREEMENT is made on _____________ day of ___________________in the year 2013.

BETWEEN:

Frank Peter Johnson of 28 Highbridge Way, Karrinyup Western Australia 6018 (Johnson)

and

…...................................................................................................................................................

of ...................................................................................................................................... (Purchaser)

(each a Party, collectively the Parties)

BACKGROUND:

A. Johnson is in the business of selling Software Licenses (defined below) to end-user customers.

B. Johnson has developed or has engaged third parties to develop the Software and either owns

the Software (defined below) and Other Software (if applicable) at law and in equity or, in the

alternative, has an exclusive world-wide license to sell Licenses to end-user customers (and

thereby receive Royalties (defined below) from such customers).

C. Johnson receives Royalties (defined below). The Purchaser desires to purchase the right to

receive a proportion of the Royalties subject to the terms of this Agreement.

D. Johnson agrees to pay to the Purchaser the amount of the Royalty Share (defined below) in

exchange for the Purchase Price (being for the purposes of further commercialisation of the

Software including for expenditure on marketing and advertising, development of distribution

channels and further research and development to improve and further enhance the Software

and its associated and relevant documentation) subject to the terms of this Agreement.

E. For the avoidance of doubt the Parties agree that the payment of the Purchase Price is not a

loan and does not impose any obligations or duties on Johnson (or any of Johnson’s officers,

directors, employees, contractors, agents or nominees) at law or in equity other than those

that expressly arise as a result of the Parties duly executing this Agreement including

payments due to the Purchaser under this Agreement.

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IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1. (Definitions) The following definitions apply unless the context requires otherwise:

Agreement means this agreement between Johnson and the Purchaser and includes the

terms and conditions herein together with any Schedules, Annexures or other Special

Conditions;

Calendar Year means each twelve (12) month period ending on the anniversary of the

Commencement Date;

Commencement Date means the date specified in Item 1 of the Schedule;

Copyright means all the rights vested in Johnson under the Copyright Act 1968 (Cth) including

the moral rights and all other rights at law and in equity in relation to the Software,

Improvements and Other Software;

EFT means electronic funds transfer;

Financial Year means any twelve calendar month period that Johnson uses for the purposes of

accounting (and is not necessarily equivalent to any Calendar Year);

Force Majeure Event means an event specified below:

(a) any act of God including extremes of weather or nature;

(b) any outbreak or escalation of hostilities (whether or not war has been declared) or any

other unlawful act against public order or authority;

(c) any industrial dispute;

(d) any governmental restraint; or

(e) any other event which is not within the reasonable control of the parties but excluding

changes in Law and changes of Government (except where such change has the effect

of making option trading illegal, commercially unviable as a market for the Software (as

determined by Johnson in its entire discretion), or otherwise impossible for any reason);

Intellectual Property means the Software, Improvements, Other Software, Copyright, Know

How, the Patents (if applicable) and the Trade Marks;

Intellectual Property Rights means any and all intellectual and industrial property rights

owned by or exclusively licensed to Company including rights in respect of or in connection

with the Intellectual Property;

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Improvements mean modification to the Software (howsoever effected or accomplished) and

Other Software (if applicable) and includes changes and additions to any part of the Software

(or Other Software (if applicable));

Information means the confidential information Know How and any and all other information

and material (howsoever obtained) supplied by Johnson to the Purchaser;

Johnson includes Frank Peter Johnson of 28 Highbridge Way, Karrinyup Western Australia

6018 including all current and future companies or other legal entities under his direct or

indirect control including without limitation: OptionScape USA Inc. (EIN): 26-4496473 of 720

Greenhedge Street Torrance CA 90502 USA; OptionScape HK Pty Ltd of 10A Seapower

Industrial Centre 177 Hoi Bun Rd Kwun Tong Kowloon Hong Kong; and Wingstar Software Pty

Ltd ACN 095 777 398 of 907A Beaufort Street Inglewood Western Australia 6052.

Know-How means all the knowledge and information which Johnson has in relation to the

Software, Copyright and the Patents (if applicable);

License(s) means the non-exclusive permission, consent or acknowledgement (given by

Johnson) to use the Software (and any Other Software) in accordance with the terms of such

license(s);

License Territory means the geographical territories or regions nominated by the Purchaser

for which it will be entitled to receive Royalty Share(s) (as set out in Item 2 of the Schedule in

accordance with the terms of this Agreement);

Other Software means software (other than the Software) that is either owned by Johnson at

law and in equity or is exclusively licensed to Johnson (throughout the world) to sell licences

to end-user customers to use;

Patents means (if applicable) any patent applications (or any patents granted under the

patent applications) applied for in respect of the Software, any Improvements or Other

Software;

Purchase Price means the money paid by the Purchaser to Johnson in accordance with the

terms of this Agreement;

Royalties means income received by Johnson as a result of Johnson selling end user Licences

in the License Territory. Royalties are calculated by subtracting all applicable taxes and other

statutory or Government imposed fees and charges (excluding Johnson’s operating costs)

from the gross revenue that Johnson receives resulting from the sale of Licences;

Royalty Share means percentage share of the Royalties that will be paid to the Purchaser (set

out in Item 6 of the Schedule) in accordance with the terms of this Agreement;

Software means the OptionScape™ software (and all Improvements to the same) and includes

the source and executable (or interpreted) codes subsisting in and derived from the same and

includes any and all source and executable codes of libraries, components, modules owned by

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or licensed to Johnson that enable the Software to operate and includes all associated printed

matter (including but not limited to any user and installation manuals) that are associated

with the software. A detailed description of the Software appears in Item 3 of the Schedule;

Special Condition means the special conditions set out at Item 9 of the Schedule;

Term has the meaning given in clause 3; and

Trade Mark(s) means the trade mark(s) or trade name(s) belonging to Johnson or for which

Johnson is the exclusive licensee as set out in Item 4 of the Schedule;

Trust Account means the trust account of Johnson managed by the Trustee where funds:

(a) are received from the sale of Licenses made by an end user customer completing a

purchase by credit card or EFT through Johnson’s e-commerce gateway service

provider; and

(b) are paid out to the Purchaser to its nominated bank account in accordance with this

Agreement (and to other purchasers in accordance with other royalty share agreements

made with Johnson); and

Trustee means an independent competent professional trustee engaged by Johnson on an

arms-length basis responsible for management of the Trust Account including for receiving

income from License sales and for distribution of Royalty Share(s) to the Purchaser(s).

1.2. (Interpretation) The following rules apply unless the context requires otherwise:

(a) The singular includes the plural and conversely;

(b) A gender includes all genders;

(c) A reference to a person, corporation, trust, partnership, unincorporated body or other

entity includes any of them;

(d) A reference to a Clause or a Schedule or an Annexure is a reference to a clause of or a

schedule or an annexure to this Agreement;

(e) A reference to a Party to this Agreement or another agreement or document includes

the Party's successors and permitted substitutes or assigns;

(f) A reference to "dollars" and "$" is to United States currency; and

(g) The Special Conditions are incorporated into and form part of this Agreement. To the

extent of an inconsistency between a Special Condition and another term in this

Agreement the Special Condition prevails.

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1.3. If the doing of any act, matter or thing under this Agreement is dependent on the consent or

approval of a Party or is within the discretion of a Party, the consent or approval may be given

or the discretion may be exercised conditionally or unconditionally or withheld by the Party in

its absolute discretion.

2. SHARE OF ROYALTIES

2.1. The Parties agree that the:

(a) Purchaser will pay to Johnson the Purchase Price in accordance with the amounts, in

the manner and at the dates as set out in Item 5 of the Schedule subject to the terms of

this Agreement; and

(b) In consideration of the Purchase Price Johnson will make Royalty Share payments to the

Purchaser in the amounts, in the manner and at the dates as set out in Item 6 of the

Schedule, subject to the terms of this Agreement.

2.2. The Purchaser acknowledges, accepts and agrees that it will not as a result of entering into

this Agreement acquire any current or future Intellectual Property Rights nor will it derogate

from, diminish or otherwise alter in any way the Intellectual Property Rights subsisting in

Johnson.

3. TERM

The Agreement commences on the Commencement Date and will continue for so long as

Johnson continues to both operate and sell Licenses in the License Territory and terminates

only upon the written agreement of the Parties or, otherwise, in accordance with this

Agreement (Term).

4. PAYMENTS TO THE PURCHASER

4.1 Johnson (and/or its nominees) must pay to the Purchaser the amount of the Royalty Share at

the rate and in the manner as set out in Item 6 of the Schedule. Where no timetable exists for

the payments to be made to the Purchaser under this Agreement then such payments to the

Purchaser are to be made yearly on the anniversary of this Agreement being duly executed by

the Parties.

4.2 Payments made to the Purchaser (or its nominee) under this Agreement will be made in

United States Dollars (USD) and will be paid by the Trustee by EFT to the bank account

nominated by the Purchaser from the Trust Account of Johnson in accordance with Item 7 of

the Schedule.

4.3 All payments made by Johnson to the Purchaser (or its nominee) under this Agreement must

be made without set off, counter claim or other deduction whether or not on account of bank

fees or charges, taxes or otherwise.

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4.4 If Johnson incurs any statutorily or government imposed consumption based or value added

tax, charge or impost (in accordance with the laws of jurisdiction in which Johnson is

registered or otherwise operates) as a result of paying any Royalty Share to the Purchaser

under this Agreement then the amount of any such Royalty Share will be reduced by the value

or amount of such tax, charge or impost and Johnson will furnish written notice on the

Purchaser of the amount of such tax, charge or impost at some reasonable time after having

made such payment.

5. QUARTERLY REPORTS

5.1. Johnson (or its nominees) will deliver to the Purchaser within 30 days after the expiration of

each calendar quarter during the Term a statement setting out the:

(a) number of all Licences sold or otherwise issued by Johnson (or its licensed resellers,

agents or distributors) during that calendar month in the License Territory; and

(b) amount(s) of the Royalty Share(s) payable to the Purchaser for that quarter under the

terms of this Agreement.

6. INTEREST ON ARREARS

Johnson must pay to the Purchaser, if demanded by the Purchaser, interest on any amounts

due to it under this Agreement or other money due by Johnson to the Purchaser under this

Agreement and unpaid, at the rate per annum specified in Item 8 of the Schedule with such

interest to accrue daily.

7. RECORDS AND ACCOUNTS

7.1. Johnson (and/or its nominees) will keep and maintain books of accounts (Sales Records) that,

at a minimum, legibly and accurately record the:

(a) number of Licenses sold or issued in the License Territory;

(b) Royalties received by Johnson (and/or its nominees) as a result of such sales or

issuances; and

(c) monies received into the Trust Account.

7.2. Johnson (and/or its nominees) will furnish the Purchaser with a complete and accurate

reconciliation report at the end of each financial year that sets out (at a minimum) the:

(a) number of Licenses sold in the License Territory for that financial year;

(b) the amount of the gross revenue received by Johnson as a result of such sales (referred

to in sub-clause 7.2(a));

(c) amount of any statutorily or Government imposed taxes, charges, levies or fees

incurred by Johnson in making such sales (referred to in sub-clause 7.2 (a));

(d) amount of the Royalty Share due to the Purchaser during that financial year; and

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(e) amount of the Royalty Share actually remitted to the Purchaser by Johnson (and/or its

nominees) during that financial year.

7.3. Johnson (and/or its nominees) must permit the Purchaser and/or its professional advisers,

auditors, accountants (subject to reasonable written notice being given by the same to

Johnson) to view, inspect and audit the Sales Records.

7.4. Where there is any variation or discrepancy between the amount of the Royalty Share(s)

actually paid to the Purchaser and the amount of the Royalty Share(s) that is due to be paid to

the Purchaser under this Agreement then Johnson will adjust the amount of the next Royalty

Share payment due to be paid to the Purchaser under this Agreement so as to correct such

variation or discrepancy.

8. NO PURCHASER ASSISTANCE

Nothing in this Agreement obliges the Purchaser (and/or its nominees) to render assistance in

any form or manner to Johnson in relation to the sale of Licenses or the maintenance and/or

development of the Software.

9. MAINTENANCE OF INTELLECTUAL PROPERTY

9.1. The Purchaser must not oppose or challenge the validity of any of the Intellectual Property (or

assist or encourage any other person or entity capable of suing or being sued in its own name

to do so).

9.2. Johnson (and/or its nominees) must do all things (at its own entire expense and if applicable))

as may be necessary to maintain, renew and keep in its rights to enforce its Intellectual

Property Rights (including but not limited to attend to the registration of all Trade Marks,

Patents (if applicable) and Copyright).

9.3. Johnson (and/or its nominees) must not infringe (if applicable) the copyright and other

intellectual property rights of any third party in the design, implementation, production,

maintenance, development and distribution or deployment of the Software, Other Software

and/or Improvements.

10. CONFIDENTIALITY

10.1. The Purchaser will hold all Information in strict confidence and will not disclose any

Information to any person, except in accordance with Clause 10.3 or, in any other case, on

receiving the prior written consent of Johnson.

10.2. Subject to sub-clause 10.3 the Purchaser (and/or its nominees) will not exploit (or attempt to

exploit), disseminate, sell or otherwise make available to any third parties (howsoever

contemplated or achieved) any part of the Information.

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10.3. The Purchaser may disclose the Information to third parties if:

(d) the disclosure is necessary solely for the use of the Licence in accordance with this

Agreement; and

(e) it ensures that such third parties observe all the obligations of confidentiality in this

Agreement to the reasonable satisfaction of Johnson.

10.4. Clauses 10.1 and 10.2 do not apply to:

(a) any part of the Information after it becomes generally available to the public other than

because of a breach of Clause 10.1 or 10.2; or

(b) the disclosure of any part of the Information to comply with any applicable law or

legally binding order of any court, government, semi-governmental authority or

administrative or judicial body.

10.5. On the termination of this Agreement, the Purchaser will, immediately on written demand by

Johnson:

(a) return to Johnson all documents, reports, notes, memoranda and computer media and

other material which record or contain the Information; and

(b) delete entirely and permanently all of the Information from every computer disk or

electronic storage facility of any type owned or used by the Purchaser or any third

parties to whom the Information has been disclosed.

11. INFRINGEMENT

11.1. The Purchaser will promptly notify Johnson (in writing) of any actual, threatened or

reasonably anticipated infringement of the Intellectual Property which may come to the

attention of the Purchaser.

11.2. Subject to sub-clause 11.3, the Purchaser must not institute or commence any proceedings in

respect of any infringement of the Intellectual Property.

11.3. Johnson is under no obligation to institute or defend any legal proceedings whether for

infringement of or otherwise relating to the Intellectual Property. If Johnson intends to

institute or defend any such legal proceedings Johnson will notify the Purchaser prior to

commencement of any such proceedings. If Johnson does not intend to commence or defend

legal proceedings Johnson will notify the Purchaser (in writing) of the same and if it considers

it appropriate to do so in its entire discretion, afford the Purchaser the opportunity to

commence or defend such proceedings at the Purchasers own entire cost.

11.4. If Johnson takes any legal action or is the subject of any legal proceedings in respect of any

infringement of the Intellectual Property, the Purchaser will do all things and give all

assistance as reasonably may be required to assist Johnson in such actions and/or

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proceedings. The proceeds (if any) from any final judgment in Johnson’s favour or settlement

made by Johnson in any action to which Johnson is a party this sub-clause 11.4 will be used

firstly to pay all of the costs and expenses incurred by Johnson in bringing the action (on an

indemnity (i.e. not party/party) basis), secondly to reimburse the Purchaser for any expenses

incurred by the Purchaser in assisting Johnson in prosecuting such action, and the remainder

will be retained by Johnson for normal operations including as appropriate for distribution to

the Purchaser (and other purchaser’s) in accordance with Johnson’s normal obligations under

this Agreement to pay the Royalty Share.

11.5. If Johnson advises the Purchaser that it will not be commencing, defending or instituting legal

proceedings and has given the Purchaser an opportunity to do so then the Purchaser agrees

that if it does elect to commence, defend or such proceedings then it does so at its own entire

expense. The proceeds (if any) from any final judgment in the Purchasers favour or

settlement made by the Purchaser in any action to which the Purchaser is a party under this

sub-clause 11.5 will be used firstly to pay all of the costs and expenses incurred by the

Purchaser in bringing the action on an indemnity basis, secondly to reimburse Johnson for any

expenses incurred by it in assisting the Purchaser in prosecuting such action, and the

remainder shall be retained by the Purchaser.

12. IMPROVEMENTS AND DEVELOPMENTS

12.1. Johnson will, upon duly executing this Agreement, deliver to the Purchaser (by email) a single

end user Licence (for a machine executable copy of the Software (and Other Software if

applicable) only, excluding all source codes applicable to the same) and instructions on how to

obtain the executable Software.

12.2. Johnson will deliver to the Purchaser (by email), upon duly executing this Agreement

automatic updates and/or instructions on how to obtain machine executable Improvements

(excluding all source codes applicable to the same).

12.3. Johnson will make announcements or otherwise give details about the Software, the

Improvements (if applicable) and Other Software (if applicable) by posting such

announcements and details on Johnson’s website.

13. QUALITY CONTROL AND PROMOTION

13.1. Johnson (and/or its nominees) must design, implement, test, deploy and (if applicable) install

the Software and/or Other Software (if applicable) in accordance with the terms of the License

under which the same is sold and further (if applicable) will conform with:

(a) specifications for such design, implementation, testing, deployment and installation

processes and procedures as approved and/or adopted by Johnson;

(b) with the standards and quality controls approved and/or adopted by Johnson; and

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(c) all applicable laws, regulations and standards in each License Territory in which Licenses

are sold,

and all in such a way as to maximise the commercial value of the Intellectual Property.

13.2. Johnson (and/or its nominees) must obtain all requisite approvals and authorities to exercise

the rights licensed under this Agreement.

13.3. During the Term Johnson will establish, conduct and maintain a marketing program to create

demand for the Software and the sale of Licenses

14. INDEMNITIES

14.1. Johnson indemnify and will continue to keep indemnified the Purchaser against any direct

claim, loss, liability, cost and expense which may be incurred or sustained by the Purchaser in

connection with any direct loss, injury or damage or any claim of loss, injury or damage arising

from any breach of this Agreement by Johnson or in circumstances where Johnson has

breached one or more statutory, common law or equitable rights of any third party;

14.2. The Purchaser (and the Purchaser’s nominees if applicable) indemnify and will continue to

keep indemnified Johnson (and its agents, distributors, officers, directors, contractors and

employees) against any claim, loss, liability, cost and expense incurred by Johnson (and its

agents, distributors, officers, directors, contractors and employees if applicable) in connection

with any direct or indirect or consequential loss, injury, damage or any direct or indirect or

consequential claim of loss, injury or damage arising from the Purchasers (and/or the

Purchaser’s nominees) breach of this Agreement by the Purchaser.

14.3. In the event any statute implies terms into this Agreement which cannot be lawfully excluded,

such terms will apply to this Agreement, save that the liability of Johnson for breach of any

such implied term will be limited, in all cases, to repayment of the Purchase Price.

14.4. Notwithstanding any other term of this Agreement Johnson will not be liable for any indirect

or consequential loss or damages (including for loss of revenue, profits or data) arising out of a

breach of this Agreement or arising out of the supply of the Software or the supply of services

to any end user (including in the case of negligence and even if Johnson has been, or are later,

advised of the possibility of such loss or damages)

15. REPRESENTATIONS AND WARRANTIES

15.1. Each Party represents and warrants to the other Party that as of the Commencement Date (or

prior to trading as applicable):

(a) it has the legal right and authority to extend the rights granted in this Agreement;

(b) it has the legal right and authority to enter into this Agreement and to perform all of its

obligations hereunder;

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(c) all consents, approvals and authorizations of all governmental authorities and other

persons required to be obtained by such Party in connection with this Agreement and

its responsibilities and activities hereunder have been obtained;

(d) its execution, delivery and performance of this Agreement does not and will not conflict

with, or constitute a breach or default under, or require the consent of any third party

under, its charter documents or any material licence, loan or other agreement, contract,

commitment or instrument to which it is a Party or any of its assets are bound or violate

any provision of law, statute, rule or regulation or any ruling, writ, injunction, order,

judgment or decree of any court, administrative agency or other governmental body;

(e) when executed by both Parties, this Agreement will constitute the valid and legally

binding obligation of such Party and shall be enforceable against such Party in

accordance with its terms;

(f) there are no existing or threatened actions, suits or claims pending or, to the best of its

knowledge threatened against it that may affect the performance of its obligations

under the Agreement.

16. DUE DILLIGENCE

16.1. The Purchaser acknowledges that the payment of Purchase Price and the Purchaser’s entry

into this Agreement involves speculative risks and the Purchaser warrants that it has carefully

considered its decision to enter into this Agreement and pay the Purchase Price to Johnson in

accordance with the terms of this Agreement.

16.2. The Purchaser agrees that Johnson and its directors and officers make no warranty or

representation to the Purchaser (including as to the viability or otherwise of the business of

Johnson and the likelihood of Johnson achieving any License sales targets that it may set in

accordance with this Agreement) other than those as set out in this Agreement.

16.3. Further, the Purchaser agrees, warrants and represents that it has made its own enquiries and

assessments and conducted its own due diligence with respect to all matters affecting its

decision to enter into this Agreement and pay the Purchase Price to Johnson. The Purchaser

releases the directors and officers of Johnson from all direct and consequential claims

demands, liabilities, proceedings, costs and expenses arising under statute or at common law

or in equity and those arising under contract and in tort (including for negligence) whether or

not foreseeable or otherwise in connection with the Purchaser paying the Purchase Price and

entering into this Agreement.

17. DISPUTE RESOLUTION

17.1. Where damages are an appropriate remedy, the Parties agree to first attempt to resolve any

dispute under this Agreement by negotiation.

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17.2. If any dispute arises between the Parties under this Agreement which cannot be settled by

negotiation or such dispute has not been settled by negotiation within 21 days of the first

notification of such dispute, then:

(a) the Parties will endeavour to settle the dispute by mediation in Singapore through the

Singapore Mediation Centre in accordance with its rules and guidelines for mediation;

and

(b) failing settlement of the dispute through mediation, either Party may commence legal

proceedings against the other with such proceedings to be commenced in a properly

constituted court in the British Virgin Islands (or in such other jurisdiction as agreed to

by the Parties).

17.3. Nothing contained in this Clause 17, will deny either Party the right to seek urgent

interlocutory relief (including for an injunction) from a properly constituted court in the British

Virgin Islands (or in such other jurisdiction as agreed to by the Parties in writing) in relation to

any dispute arising under this Agreement including in the circumstances where there has been

a breach of this Agreement by the Purchaser.

18. TERMINATION

18.1. The Purchaser, in addition to any other right of the Purchaser arising under this Agreement,

may terminate this Agreement by notice to Johnson (or its nominees) in any of the following

circumstances:

(a) (no payment or under payment) Any amounts of Royalty Share(s) due and payable to

the Purchaser by Johnson under this Agreement remain unpaid in full within sixty (60)

days of the end of each calendar quarter when such payments are due.

(b) (material breach) Johnson commits a material breach of this Agreement and, if the

breach is capable of being remedied, Johnson fails to remedy the breach within thirty

(30) days after being notified (in writing) to do so.

(c) (suspension of business) Johnson ceases substantially to carry on the business of

developing and maintaining the Software and making reasonable efforts to sell or

otherwise issue Licenses for any period longer than six (6) months during the Term.

(d) (suspension of payments or insolvency) Johnson:

(i) stops or suspends or threatens to stop or suspend payment of all or a class of its

debts;

(ii) is determined or presumed to be insolvent by a Court of competent jurisdiction

(with such jurisdiction being the most convenient to Johnson) or is wound up by

such Court;

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(e) (force majeure) A Force Majeure Event that continues for more than 28 Days

18.2. Johnson, in addition to any other right of Johnson arising under this Agreement, may

terminate this Agreement by notice to the Purchaser (or its nominees) in any of the following

circumstances:

(a) (material breach) The Purchaser commits a material breach of this Agreement and,

if the breach is capable of being remedied, the Purchaser fails to remedy the breach

within thirty (30) days after being notified to do so.

(b) (insolvency or bankruptcy) the Purchaser:

(i) if a company incorporated pursuant:

A. to the Corporations Act 2001 (Cth) or otherwise capable of suing or

being sued in Australia becomes or is presumed to be insolvent within

the meaning of the Corporations Act 2001 (Cth); or

B. to the laws of some other jurisdiction becomes or is presumed to have

become insolvent within the meaning accorded to it by such

jurisdiction.

(ii) If a natural person:

A. being a citizen, residing substantially in, being permitted to reside in

Australia or otherwise falls within the legal jurisdiction of Australia

becomes bankrupt within the meaning of the Bankruptcy Act 1966

(Cth); or

B. not subject to the legal jurisdiction of Australia becoming bankrupt

within the meaning accorded to it by the jurisdiction in which the

Purchaser is a citizen or permanent resident.

(c) (force majeure) A Force Majeure Event that continues for more than 28 Days.

19. RIGHTS ON TERMINATION

19.1. Subject to Clause 19.2, on the termination of the Agreement all rights attaching to the Parties

under this Agreement will cease immediately.

19.2. On termination of the Agreement, the following provisions will apply:

(a) Johnson will to continue to sell Licenses (but the Purchaser will no longer be entitled to

any or all amounts of any and all Royalty Share(s));

(b) any Information disclosed to the Purchaser will continue to be confidential and all

Intellectual Property Rights of Johnson at law and in equity remain unaffected and

clause’s 9 and 10 (and all of their sub-clauses) will continue to apply;

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(c) the Software, Improvements (if applicable) and Other Software (if applicable) will be

able to be used by the Purchaser (and its nominees and end-user customers if

applicable) subject to such use complying at all times with the terms of the license

under which such Software, Improvements (if applicable) and/or Other Software (if

applicable) was issued.

(d) the termination will be without prejudice to any other rights accruing to any Party

under this Agreement prior to the date of termination, including the right to pursue all

remedies available to either Party at law or in equity.

20. ASSIGNMENT

20.1. If the Purchaser is a natural person the Purchaser may (without requiring the prior consent of

Johnson) assign his or her interests, rights and obligations arising under this Agreement

including permitting such assignment by will or other testamentary disposition in accordance

with the relevant testamentary law prevailing in the Purchaser’s legal jurisdiction.

20.2. If the Purchaser is not a natural person then the Purchaser must not, without the prior written

consent of Johnson (such consent not to be unreasonably withheld or delayed), assign or

transfer its rights and/or obligations arising under this Agreement. In such circumstances the

Purchaser will provide a copy of any and all proposed and final relevant assignment

agreements to Johnson for its consideration.

20.3. Johnson may grant sub-licences (including to agents, distributors or otherwise as reasonably

required to promote and increase the sale of Licenses) under this Agreement subject to it

ensuring that the Royalties payable to Johnson under such sub-licenses are included within

the calculation of the gross revenue and the Royalties that Johnson receives for the sale of

such Licenses.

21. NOTICES

21.1. Any notice, demand, consent or other communication (Notice) given or made under this

Agreement will be in writing and will be given by any one of the following means:

(a) by delivering it to the address of the Party on a business day during normal business

hours;

(b) by sending it to the address of the Party by pre-paid post; or

(c) by sending it by facsimile transmission to the facsimile number of the Party; or

(d) By email to the nominated secure email account of the other Party (and followed up by

a facsimile in accordance with sub-clause 21.1 (c) (c)).

21.2. A Notice shall be taken to be duly given and received:

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(a) in the case of delivery, when delivered;

(b) in the case of post, five business days after the date of posting; and

(c) in the case of facsimile, on receipt by the sender of a transmission report from the

despatching machine showing the relevant number of pages, the correct destination fax

machine number and that the transmission was successful; and

(d) in the case of email upon the successful sending of the same.

22. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties with respect to its subject

matter and supersedes all prior agreements and understanding between the Parties in

connection with it whether made orally or in writing.

23. NO WAIVER

No failure to exercise or the occurrence of any delay in exercising any right, power or remedy

by a Party operates as a waiver. A single or partial exercise of any right, power or remedy

does not preclude any other or further exercise of that or any other right, power or remedy.

24. FURTHER ASSURANCES

Each Party agrees to do all things and execute all deeds, instruments, transfers or other

documents as may be necessary or desirable to give full effect to the provisions of this

Agreement and the transactions contemplated by it.

25. NO PARTNERSHIP

This Agreement does not constitute either Party as a partner, agent or employee of the other

and no Party has the authority or power to bind or contract in the name of or create a liability

against the other Party.

26. GOVERNING LAW AND JURISDICTION

26.1. This Agreement is governed by and construed in accordance with the laws of the

Commonwealth of Australia (or such other jurisdiction as agreed to by the Parties in writing)

and all disputes arising from or relating to this Agreement and the Parties submit to the non-

exclusive jurisdiction of the courts of the Commonwealth of Australia (or such other

jurisdiction as agreed to by the Parties in writing).

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Executed as an AGREEMENT EXECUTED by )

John Dempsey on behalf of Johnson )

)

) ....................................................... )

WITNESS (signature) )

......................................................

NAME (print)

(If the PURCHASER is a corporation ) EXECUTED by ) ) …………………………………………………………………………… ) Print name/number of the company or corporation ) In accordance with the operating and relevant laws ) In the jurisdiction of the Purchaser ) ....................................................... ...................................................

DIRECTOR (signature) DIRECTOR/SECRETARY (signature)

...................................................... ....................................................

NAME (Please Print) NAME (Please Print)

....................................................... ...................................................

WITNESS (signature) WITNESS (signature)

...................................................... ....................................................

NAME (Please Print) NAME (Please Print)

(If the PURCHASER is an individual) EXECUTED by ) EXECUTED by ) ) ) ………………………………………………… ) ………………………………………… ) (signature) (signature) ………………………………………………… ………………………………………… (print name) (print name)

………………………………………………… ………………………………………… (witness signature) (witness signature)

………………………………………………… ………………………………………… (witness print name) (witness print name)

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SCHEDULE Item 1: Commencement Date ………………………. day of ……………………………………. in the year 2013. Item 2: License Territories Worldwide Item 3: Software Description

The Software is further described as follows: OptionScape 4.4 Retail version and all existing and future updates/upgrades consisting of the following seamlessly integrated logical modules:

1. Data Acquisition Module [functional details etc. to be inserted] 2. Calculations Module 3. Data Visualisation Module

under any company's logo and/or graphical representation recognisable by all of the following features:

1. End User Authentication requires connection to Johnson's authentication server 2. Johnson's Intellectual Property rights are clearly noted in the "Help -> About" box within

the Software 3. The name of the Software referenced in the "Help -> About" box within the Software is

"OptionScape" and all references to Intellectual Property of Johnson including Copyright notices, Trade Mark ownership statements and active hyperlinks to Johnson’s website and support website are included in such panel

4. End User Licence Agreement (EULA) defines Johnson as the licensor Johnson DOES NOT warrant that :

1. the Software is error free. 2. the Software shall meet the requirements and/or specifications of the End User. 3. the use of the Software shall be uninterrupted. 4. the Software shall operate in combinations which maybe scheduled for the End User.

Item 4: Trade Marks OptionScape™ Item 5: Purchase Price

Amount (USD) SWIFT Code Bank Code

Account Number

HSBC HKH HH KH 004 642-034060-838

Item 6: Proportion of Company Royalties to be paid to the Purchaser

License Territory (see Item 2) % Royalties

worldwide

Item 7: How Royalty Share payments are paid to the Purchaser

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Due date for payment

SWIFT/Bank code Account Number

1st day of each month

Item 8: Default Interest Rate [10] % (per annum) Item 9: Special Conditions

i. Dispute resolution shall be conducted in the Purchaser’s jurisdiction.

ii. ……………………………………………………………………………………….....................................

iii. ……………………………………………………………………………………….....................................

iv. ……………………………………………………………………………………….....................................