INFORMATION MEMORANDUM 100 Dorsal Drive

Information Memorandum Dated 26 March 2019 Holden Capital Partners ABN 696083461 AFSL 481944 www.holdencapitalpartners.com.au

INFORMATION MEMORANDUM 1 EXECUTIVE SUMMARY

BORROWER AEC Projects Dorsal Drive Pty Ltd (ACN 617 398 839) (“The Borrower”). GUARANTORS Personal Guarantee for Debt, Interest and associated costs from Mr. Michael Choi. Corporate Guarantees from Micdor Consultants Pty Ltd (A.C.N 010838687) ATF Sheridan Investment Trust, and Pan Pacific (Australia) Pty Ltd A.C.N 056317278. LOCATION The project is located in the prestigious Aquatic Paradise canal estate at Birkdale. Birkdale is located 25km south-east of Brisbane's CBD. PROPERTY 100 Dorsal Drive, Birkdale Qld, 4159 further described as Lot 3 on Registered Plan No. 184228; Title Reference 16358097 and 232-234 Birkdale Road Birkdale, QLD, 4159 which are to be developed into 18 terrace homes. LOAN PURPOSE To complete construction of “100 Dorsal Drive”, comprising eighteen (18) terrace homes split between two-level, three-level and four-level terrace homes. LOAN TYPE Fully Committed progressively drawn 1st Mortgage Construction Facility. The facility will be drawn down on a progressive basis. Please refer to the ‘Debt Cashflow’ on page 13. LOAN TERM 11 months from the date of the First Advance. LOAN AMOUNT $6,800,000 exclusive of capitalised fees and interest. VALUATION A valuation report, dated 23 January 2019, addressed to Holden Capital Partners has confirmed the Market Value “As If Complete” for the Project at $17,807,888 inclusive of GST. KEY RATIOS Loan to Value Ratio (Excl GST) – equal or less than 47.1% including capitalised fees and interest. Loan to Cost Ratio (Excl GST) - equal or less than 58.9% including capitalised fees and interest. PROJECTED INVESTOR 9.28% per annum IRR (net of fees). RETURN MINIMUM INVESTMENT PER $100,000 INVESTOR MAXIMUM INVESTMENT PER $2,000,000 INVESTOR OPEN FOR INVESTMENT 26 March 2019 CLOSED FOR INVESTMENT The earlier of; Tuesday 9 April 2019 or full subscription. TARGET SETTLEMENT DATE Wednesday, 10 April 2019. SELECTION FORM AND Prior to 5pm on Tuesday, 9 April 2019. FUNDS TRANSFER

INFORMATION MEMORANDUM 2 TABLE OF CONTENTS

1. KEY INFORMATION ...... 4 2. THE PROJECT ...... 5 3. THE BORROWER...... 13 4. PROPOSED TERMS & CONDITIONS ...... 15 5. FUNDING AND CASHFLOW TABLES ...... 16 6. RISKS AND MITIGANTS ...... 17 7. ABOUT HOLDEN CAPITAL PARTNERS ...... 18 8. OPERATIVE ...... 19 9. HOW TO INVEST ...... 21 10. S ELECTION FORM...... 2 2

This Information Memorandum dated 26 March 2019 is issued by Holden Capital Partners Pty Ltd (Holden Capital Partners).

Important: This investment product is issued by Holden Capital This information does not take into account the financial objectives, Partners Pty Ltd ABN 69608346158, AFS License Number 481944. situation or needs of any particular investor. Interest rates, loan to value The information contained within this document has been based ratios and investment terms are subject to a number of assumptions and primarily upon information provided by the client and/or the clients risks. Interest and interest rates quoted are not guaranteed. consultants. As such HoldenCAPITAL disclaims any responsibility for ^Any quoted rates are net of management fees and costs. Please note the accuracy of information contained herein. All property projects that past performance is not a reliable indicator of future performance. contain risks and potential investors are advised to make their own *If the final loan amount is less than this figure, funds will be returned to investigations into the information presented prior to considering any investors on a 'last in, first out', basis. investment.

INFORMATION MEMORANDUM 3 1. KEY INFORMATION

THE PARTIES PURPOSE OF THE LOAN SYNDICATE MEMBER “Investor” To complete construction of “100 Dorsal Drive”, comprising As per details provided by you in the accompanying Selection eighteen (18) terrace homes split between two-level, three- Form level and four-level terrace homes.

You have explained to us that you are not seeking advice BACKGROUND from us on your decision to participate in this Loan, we have The Developer purchased the land and has funded offered you to opportunity to participate and you have made construction of ~50% of the construction works to-date, from your own enquiries and wish to proceed. his own cash resources. The Borrower approached HoldenCAPITAL seeking funding for the remaining works and MORTGAGE MANAGER to recoup some capital to enable them to progress their next Holden Capital Partners Pty Ltd A.C.N 154 792 953, GPO project. Box 7008, Brisbane Qld 4001 (“THE MORTGAGE MANAGER”) As a result, this facility will provide them with ~$800k in recouped capital and meet the certified cost to complete of THE TERMS $4.7m at a projected Max LVR of 50% 1. The Mortgage Manager has arranged a Property Finance Facility (the Loan) with the Borrower as detailed in this There are currently two executed presale contracts totalling 2. Information Memorandum. $2.43M (~30% debt cover), two contracts issued, and the 3. The Syndicate Members are participants in the Loan as developer proposes to retain the 2 two storey terrace homes Lenders. as investments with the balance to be sold. 4. The Mortgage Manager will manage the Loan as the nominated Lender on behalf of the Syndicate Members. VALUATION OF THE SECURITY PROPERTY 5. The Syndicate Members and the Mortgage Manager A valuation report by Hymans Valuers & Auctioneers dated 23 agree to syndicate the Loan in accordance with the terms January 2019 addressed to HoldenCAPITAL Partners has and conditions of this Deed. confirmed the ‘as if complete’ value including GST as $17,807,888. THE BORROWING ENTITY AEC Projects Dorsal Drive Pty Ltd (ACN 617 398 839) LOAN AMOUNT $6,800,000 plus capitalised interest. THE GUARANTORS Personal Guarantee for Debt, Interest and associated costs DRAWDOWNS from Mr. Michael Choi. The facility will be drawn down on a progressive basis. Please refer to the ‘Debt Cashflow’ on page 13. Corporate Guarantees from Micdor Consultants Pty Ltd (A.C.N 010838687) ATF Sheridan Investment Trust and Pan KEY RATIOS Pacific (Australia) Pty Ltd A.C.N 056317278 Loan to Value Ratio (Excl GST) – equal or less than 47.1% including capitalised fees and interest. SECURITY PROPERTY DETAILS & DESCRIPTION Loan to Cost Ration (Excl GST) - equal or less than 58.9% 100 Dorsal Drive, Birkdale Qld, 4159 and232-234 Birkdale including capitalised fees and interest. Road Birkdale, QLD, 4159 described as L3 RP184228. LOCATION The project is located in the prestigious Aquatic Paradise canal estate of Birkdale. Birkdale is located 25km south-east of Brisbane's CBD.

EXIT STRATEGY The proposed exit of the requested facility is by way of either; - the sale of residential lots in the completed project during the loan terms, or - refinance via a residual stock loan funded by HCP or another lender.

LOAN APPROVAL STATUS HCP has formally approved the loan facility, which is now open for subscription from investors.

INFORMATION MEMORANDUM 4 2. THE PROJECT

2.1 LOCATION The project is located in the prestigious Aquatic Paradise canal estate of Birkdale. Birkdale is located 25km south-east of Brisbane's CBD in the Redland City Region. The site comprises a regular shaped allotment that is situated at road height with predominantly flat topography. The site has dual street frontage, positioned to the north of Birkdale Road and South of Dorsal Drive. The site has a total land area of 3,153m2.

INFORMATION MEMORANDUM 5 2.2 PROJECT OVERVIEW The proposed complex will comprise the construction of eighteen (18) terrace homes split between two-level, three-level and four-level configurations (Types A, B, C and D). The homes will each consist of three-bedroom accommodation with associated living areas, three-bathrooms (3) to all but two, rumpus area, powder rooms, laundry and attached garages. Sixteen (16) will have internal lifts. Individual areas will range from approximately 244m2 to 316m2 inclusive of external living and terrace areas. They will also include external courtyards. Communal space will include visitor’s car parks, car wash bay and communal bin store.

2.3 CONSTRUCTION CONTRACT The building works are subject to a contract between the following related parties: - AEC Projects Dorsal Drive Pty Ltd (ACN 617 398 839) (Owner) - AEC Australia Pty Ltd (ABN 30 089 151 762) (Contractor)

The contract utilised in a construct only Master Builders Commercial Building Contract (LSC2 September 2014) which is acceptable for a project of this nature. It is a standard unamended Contract that that has been executed by both parties on the 11 June 2018.

2.4 QUANTITY SURVEYOR

GRC is an independent construction cost consultancy operating across Australasia. GRC are specialist quantity surveyors helping developers successfully develop, build and maintain natural and built property assets.

GRC have carried out a Square Metre Rate Estimate of the proposed project based on an arms-length builder undertaking the works by comparing the costs with actual known costs of similar projects in terms of value and standard of finish and by using current building prices.

GRC has also carried out a detailed trade benchmarking exercise to confirm that trade values are fair and reasonable for a project of this nature.

INFORMATION MEMORANDUM 6 GRC cost check indicates that the Construction Sum is in the order of $8,355,000 plus a Contingency Allowance of $288,000. GRC’s estimate is based on current competitive rates for this type of development on an arm’s length basis. Given the related party nature of the Owner/Builder, GRC note that there is an element of discounted building cost. GRC go on to say: “In summary we feel the construction budget is competitive and achievable based on the related party nature of the Owner/Builder. GRC is of the opinion that AEC Australia Pty Ltd will be able to complete the project within budget. In the unlikely event that AEC Australia Pty Ltd is unable to complete the project and notwithstanding the consequential costs associated with re-establishing a third-party contractor on the site, it is unlikely that a replacement Contractor would not be able to procure subcontract pricing at similar rates to AEC Australia Pty Ltd.”

2.5 PROFESSIONALS The following table is a summary of professionals engaged:

Architect Archidom Design Certifier Stave Bartley & Associates Civil Engineer PeakUrban Town Planner JFP Urban Structural Engineer Structerre Geotech Engineer Structerre Services Engineer MDA Consulting Landscape Andrew Gold Landscape Surveyor Statewide Survey Group Acoustic Decibell Traffic Holland Traffic

2.2 PROJECT SALES There are currently two executed presale contracts totalling $2.43M (~30% debt cover), two contracts issued, and the developer proposes to retain the 2 two storey terrace homes as investments with the balance to be sold.

2.3 CONSTRUCTION TIMELINE Please see below a timeline from land acquisition through to the target repayment date of the proposed HCP facility.

INFORMATION MEMORANDUM 7 CURRENT STATUS As at 15 March 2019 (date of most recent inspection by the Quantity Surveyor) the Contractor is established on site including site office, temporary fencing, toilet facility, temporary services and crane. Structural works inclusive of foundations, carpentry frame and roof are generally complete to 16 x terrace homes with the main roof covering complete. Internal works are progressing with wall framing complete to 16 x terrace homes and services rough-ins progressing. Based on current expenditure, construction is approximately 41% complete. Refer to the below site photographs for more information.

INFORMATION MEMORANDUM 8 2.4 BUILDING AREAS Approximate gross building areas for the terrace homes are set out in the following table:

INFORMATION MEMORANDUM 9 2.5 FLOOR PLANS

RESIDENCE TYPE A

RESIDENCE TYPE B

INFORMATION MEMORANDUM 10 RESIDENCE TYPE C

RESIDENCE TYPE D

INFORMATION MEMORANDUM 11 2.6 SITE LAYOUT Provided below is an image used for marketing of the project showing the proposed layout of the site upon completion. Premium prices are being sought for terrace homes 1 to 7 given their four-level layout, the frontage to Dorsal Drive and availability of water views. Discounted prices are anticipated for terrace homes 9 to 15 given the frontage to Birkdale Road. Terrace homes 16 to 18 still benefit from a Dorsal Drive aspect with restricted water views available.

2.7 VALUATION REPORT A valuation report by Hymans Valuers & Auctioneers dated 23 January 2019 addressed to HoldenCAPITAL Partners has confirmed the ‘as if complete’ value of the 18 terrace homes as $17,807,888 (including GST) comprising:

INFORMATION MEMORANDUM 12 3. THE BORROWER

The Borrowing entity is AEC Projects Dorsal Drive Pty Ltd (ACN 617 398 839), a special purpose entity created to undertake this project as part of AEC Projects under the control of Mr. Michal Choi.

3.1 AEC AUSTRALIA PTY LTD The Borrower is a related party to AEC Australia Pty Ltd. Based on their track record the QS believe AEC Australia Pty Ltd to be suitably qualified and experienced to carry out the proposed project.

AEC Australia Pty Ltd is currently working on or has recently completed the following projects: • Horizon Vista, Wellington Point - 25 townhouses • Horizon Vista, Wellington Point - Shopping Centre • Aspley Outlook – 56 townhouses • Kirra Beach - 55 Apartments • Cilento Cove - 14 Apartments

AEC Australia were the lead contractor for the construction of Wellington Point Shopping Centre which commenced trading in December 2010. With more than twenty shops the Centre features primary and preventative healthcare services including Doctors, Dentist, Physiotherapy, Podiatry, Chiropractic Centre, Optometrist supported by a Pharmacy.

AEC Australia were the lead contractor for the construction of Horizon Vista which showcases a contemporary selection of 25 exclusive three bedroom townhomes in a gated secure community living. Featuring architecturally designed open planned and spacious multiple living areas, a chef’s kitchen with stone bench tops and stainless-steel appliances you will find high quality standards not seen elsewhere. Nestled in the bayside suburb of Wellington Point, Horizon Vista is located close to public transport, local schools, a shopping village and the unique beauty and recreational opportunities that can be found living by the bay.

AEC Australia Pty Ltd is currently licensed with the Queensland Building and Construction Commission. An on-line search confirms that they hold Licence Classes ‘Builder – Open’ Licence No. 1505 7948, Status: Active, with no conditions attached. MR Category 2 - $3,000,001 - $12,000,000. This license is accepted to undertake this project.

AEC Australia Pty Ltd have also confirmed that they are currently not involved in or the subject of any legal action, material dispute or inquiry by any government or professional body.

INFORMATION MEMORANDUM 13 MICHAEL CHOI The Developer is an experienced developer with an engineering background and has over 30 years of property development, project management and completed numerous project similar to this project.

Qualification Bachelor of Engineering QBCC Licence – open 24920 OHS White Card 1279233 Justice of the Peace (Qual) Professional Membership Registered Professional Engineer Queensland (RPEQ) Member of Australian Institute of Project Management (MAIPM) Member of Institute of Company Directors (MAICD) Career Overview Experienced business owner/manager in visioning, strategic planning, process improvement, human resources and financial management, marketing and business management. Qualified Australian trained professional Project Manager, Engineer and licensed builder with proven records in delivering projects on time and on budget. Respected facilitator in the political and community arena, proficient leadership and people skills in stakeholder facilitation, consultation and management. Experience 2012 – Current Structural design engineer and project manager, consulting to an array of property development projects including apartments, townhouse, shopping centers, marina & shipyard with marine industry services, retirement and significant precinct project. Registered with Queensland Building Services Authority (QBSA) as builder with open license. 2001 – 2012 Member of Queensland Parliament, held various ministerial portfolio as Assistant Minister including Mines, Energy, Natural Resources, Trade and Multicultural Affairs. 1992 – 2001 A working director and license nominee of a building company overseeing day to day operation. Discontinued builder license in 2001 due to change of career. 1988 – 2001 Chief Executive Officer of Micdor Group of architectural, engineering and project management multi-discipline building consulting firms. Director of Belle Projects in property development. Key Past Projects • Kirra Beach 55 Apartments , 7-storey with 1 basement car parking, construction project completed in 2000 • Construction management Sovereign Island prestige private residence, value-engineering from $12.5m and completed within $8.5m in 2000 • Aspley Outlook 56 townhouses in Aspley, property development including design & construction in 3 stages completed in 1998 • 180 aged person apartment complex construction completed in 1997 • Refurbishment of Fortitude Valley TC Beirne Center 5-storey heritage listed retail and commercial project and subsequently interior fit out of ground floor Asian supermarket, level 1 food court and 4-storey Brisbane City Council office completed in 1995/6 • Refurbishment of adjacent 4-storey Fortune Court, retail on ground and 3-storey residential apartment building construction completed in 1996/7 • Cilento Cove, 14 apartments 8-storey with 1 basement car parking, design and construction completed in 1995 • 100 Macquarie Street St Lucia 8-storey with 1 basement car parking apartment building, design and construction project completed in 1995 • Multi-million design and construction prestige residential houses in Raby Bay, Robertson and Macgregor completed in 1993 – 1997 Accolades BUILDING INDUSTRY AWARD During 1993-1998, co-founder of and construction company license nominee for company Micdor Jezer Group which was awarded with: • 25 Queensland Master Builders Association Housing and Construction Regional and State awards • Housing Industry Association Housing Feature Award: Excellence in Interior Finish and Detailing

BUSINESS AWARD • Brisbane Lord Mayor Business Award 1993 • National Bank Australia Business Award 1994

WILLIAM WILBERFORCE AWARD 2011 “For stand for life, family, faith and freedom”

HONORARY AMBASSADOR AND CITIZEN • Honorary Ambassador of Redland City 2014 • Honorary Citizen of the City of Shenzhen China1 994  • Honorary Ambassador of Brisbane City 1994

INFORMATION MEMORANDUM 14 4. PROPOSED TERMS & CONDITIONS

CONDITIONS PRECEDENT TO FIRST ADVANCE BENEFICIAL OWNERSHIP OF THE MORTGAGE Initial drawdown of the Facility will be conditional upon the INVESTMENT Lender and or their solicitors being satisfied with the Each Investor’s holding is proportionate to the amount they following: contribute relative to the total of all Investor contributions to this Select Loan Investment. a) A representative of the Lender inspecting the Property prior to initial drawdown and being satisfied with the TYPE OF SECURITY TAKEN same in all respects; The Facility will be secured by: b) Valuation Report confirming the project feasibility; a) 1st ranking Mortgage over the Security Property; c) Copy of Development Application (with proposed plans b) General Security Deed given by the land and consultant reports) to be provided; owner/Borrower and such other Corporate Guarantors d) Copy of a satisfactory Geotech report for the Security as required by the Lender; Property; c) Personal Guarantee from: Mr Michal Choi; e) Copy of feasibility for the project to be provided; d) Corporate Guaratnees from Micdor Consultants Pty Ltd f) Copy of current pre-sale contracts to be provided; (A.C.N 010838687) ATF Sheridan Investment Trust and g) Credit checks of the Borrower and Guarantors, such Pan Pacific (Australia) Pty Ltd A.C.N 056317278 credit check hereby authorised by the Borrower and e) Negative pledge of no further encumbrance on the Guarantors; security property, without prior written approval from the h) If the property is already owned, a copy of the previous Lender; loan statements showing the loan is in order and f) Such further “security interests’ as may be required by the confirming the amount of the debt to be repaid; lender or its solicitors to perfect its security. i) Insurance: evidence of appropriate insurance for the property, noting the interests of the lenders as INTEREST RATE PAID BY THE BOROWER ON DRAWN mortgagees, comprising but not limited to; Contract FUNDS Works and Public Liability insurance; Contract insurance, Provided the loan remains compliant with all terms and PI Insurances and Set Out Certificates. conditions, interest will be capitalised to the facility limit at a j) Confirmation from the Borrower’s accountant that there is rate of 9.95% per annum. no outstanding or pending ATO liabilities from the borrowing entity, the guarantor’s or other entities they INTEREST RATE PAID BY THE BOROWER ON UNDRAWN control; FUNDS k) Quantity Surveyor to certify an initial costing report and Provided the loan remains compliant with all terms and certify the subsequent draws downs when required on a conditions, interest will be capitalised to the facility limit at a cost to complete basis; rate of 3% per annum. l) Statutory Declaration to confirm that all monies due and payable to the Contractor's workers and subcontractors, INTEREST RATE EARNED IN SOLICIOR'S TRUST ACCOUNT, inclusive of workers compensation insurance premiums, ON UNDRAWN FUNDS for works under the contract have been paid to be Undrawn funds will earn 1.5% per annum (current rate as at supplied with each progressive draw. 25 March 2019) while they remain in Mullins Lawyers Trust Account, which is linked to an at call bank account with a CONDITIONS PRECEDENT TO ALL SUBSEQUENT major bank. ADVANCES a) Evidence of purpose and no subsisting event of default; PROJECTED NET INVESTOR RETURN b) A written claim from the Borrower supported by the 9.28% per annum IRR (net of fees). builders claim and all relevant documentation; and c) Satisfactory certification report by a Quantity Surveyor YOUR INVESTMENT AND OUR FEES appointed by the Lender certifying that the amount is Loan Establishment Fee HCP will be paid 1.25% + correct and including confirmation ta the undrawn funds PAID BY BORROWER GST of the Facility Limit are sufficient to meet the certified cost to complete the project. Brokerage The Borrower will pay PAID BY BORROWER brokerage of 1.00% + LOAN TERM GST to the introducing 11 months from the date of the First Advance broker

CAPITAL REPAYMENTS Loan Management Fee HCP will earn a Loan Up to 15 business days after the loan has been repaid to the PAID BY BORROWER Management Fee which is loan manager. We will aim for a shorter timeframe. 0.16% + GST per month of the Facility Limit. WITHDRAWAL RIGHTS Once funds have been allocated, HCP Investors are Performance Fee Nil. committed to the Select Loan Investment until the loan has PAID BY INVESTORS been repaid (unless a substitute HCP Investor can be found which is not a guaranteed event and is done on a best effort basis). INFORMATION MEMORANDUM 15 5. FUNDING AND CASHFLOW TABLES

Please note all cashflows are based on current information provided by the borrower and QS.

FUNDING CONTRIBUTIONS TABLE

DEBT CASH FLOW

INFORMATION MEMORANDUM 16 6. RISKS AND MITIGANTS

SECTOR RISK MITIGANTS

Construction Construction cost overruns The Borrower is very experienced at producing this kind of stock. They have a track record of delivering similar projects and the group has the capacity to meet any cost overruns if required

Repayment Selling the completed lots There are currently two executed presale contracts totalling $2.43M (~30% debt cover), two contracts issued, and the developer proposes to retain the 2 two storey terrace homes as investments with the balance to be sold.

The loan term extends well beyond the construction competition date to allow for the stock to sell under normal market conditions.

There is also the option of repayment via a residual stock loan provided by HCP or another lender.

Sponsor Sponsors financial strength outside A Statement of Assets & Liabilities of the Director and of the project and capacity to pay Guarantor Mr Michal Choi demonstrates a net worth and interest in advance if required gearing level appropriate for supporting this transaction.

Delivery Risk Inability to deliver the project. The delivery risk is minimal with the DA & BA in place and construction is c. 50% complete.

INFORMATION MEMORANDUM 17 7. ABOUT HOLDEN CAPITAL PARTNERS

HoldenCAPITAL Partners (Australian Financial Services Licence 481944) established in 2015, is a funds management group providing sophisticated investors with the opportunity to invest in standalone first mortgage, second mortgage and preferred equity opportunities sourced by HoldenCAPITAL brokerage business, which was established in 2011.

Because HoldenCAPITAL Partners provides investors with the opportunity to participate in multiple Select Loan Investments (SLI's), investors are able to build their own portfolio of SLI's based on their personal risk/return appetite.

HoldenCAPITAL Partners is powered by HoldenCAPITAL, Australia’s #1 Commercial Mortgage Broker in 2015, 2016 and 2017. It is this relationship that sets us apart from our competitors providing HCP investors with exclusive access to a constant flow of quality loan opportunities for investors to consider.

DANIEL HOLDEN | PRINCIPAL STEVE WILTSHIRE | EXECUTIVE CHAIRMAN

Daniel Holden is the founding partner of Holden Steve Wiltshire spent 27 years with Macquarie Bank Capital, with responsibility for structuring and as a director and National Portfolio Head of its Real arranging senior debt, mezzanine debt and equity Estate Structured Finance Division overseeing its facilities for his clients’ property-based developments construction finance and joint ventures, and 3 years and investments. Daniel’s core strengths are in as Executive Director of ANZ’s Institutional Property Construction Finance and Joint Ventures. Daniel has Group, responsible for the Queensland and the over 13 years of development and finance Northern Territory loan portfolio. Steve is a mentor to experience that includes project management and the team and actively assists them with structuring of over six years in finance consultancy, loan and joint transactions and the negotiation of loans drawing on venture structuring and funds management. his extensive banking and JV experience.

GARY CONNOLLY | HEAD OF INVESTMENTS MARK HALLE | COMPLIANCE MANAGER

Gary Connolly has over 12 years of experience in Mark Halle has over 25 years’ experience across a financial services, specifically in the banking and funds wide variety of industry sectors. An accountant, Mark management sectors both in Australia and abroad. has for the past 14 years worked in the property and Gary most recently spent 8 years with Trilogy Funds property financing industry, including 10 years with Management as their Business Development Manager Ray White Invest as their Investment Fund Manager and prior to that was employed by Citigroup and and more recently four years as the Fund Manager of Deutsche Bank in key account management roles. His the AU$250m Premium Income Fund operated by professional experience is underpinned by a tertiary Wellington Capital and FTI Consolidated which had background in Law. some 10,700 investors.

INFORMATION MEMORANDUM 18 8. OPERATIVE

1. DEFINITIONS AND INTERPRETATION k) a covenant by a person not to do a thing includes a In this Agreement:- covenant by that person not to agree to do or allow, a) “Advance” means the amount outstanding as per the attempt, obtain, permit or suffer the doing of that thing. loan statement, available via the investor portal or by request from The Mortgage Manager b) “Commencement Date” means, notwithstanding the 3. HOLDEN CAPITAL PTY LTD TO BE THE MORTGAGE c) date of this Deed, the date that the Loan was first drawn MANAGER down. c) “Facility” means the Loan as described in Holden Capital Partners Pty Ltd has arranged the Loan and is Section 3. a party to all of the Securities with the Borrower and as such, d) “Guarantor” typically means and includes the borrowing Holden Capital Pty Ltd will act as the Mortgage Manager for entity and the Borrower personally and any other party the Syndicate. who provides a guarantee. e) “Loan” means the construction facility made available to 4. DUTIES OF THE MORTGAGE MANAGER the Borrower for the purposes of funding against the The Mortgage Manager must:- land and the costs of obtaining a Development Approval a) Maintain the loan accounts and the administration of on the Land to enable completion of the Works. any payments made by the Borrower and receipts from f) “Securities” means:- the Syndicate Members. a. Registered 1st or 2nd Mortgage over the Land; b) Prepare and negotiate with the Borrower the terms of the b. Registered General Security Deed over the Facility (this has already been done). borrowing entity; c) Ensure that the Syndicate Members are paid but only c. Unlimited Guarantee and Indemnity given by the from interest payments that have actually been made by Borrower personally and the entity as a company; the Borrower. g) “Syndicate Members” means the parties who participate d) Hold the securities on behalf of itself and the Syndicate h) in the loan. Members. i) “Works” means the proposed development on the land e) Disclose to the Syndicate Members information expressly including all building permits issued by the Local received concerning any performance of the Borrower’s Authority and to enable the lawful occupation of the obligations under the securities and any relevant completed development. financial information and any other information received by the Mortgage Manager. 2. INTERPRETATION f) Enforce the security documents if there is a default and In interpreting this Agreement and unless necessarily excluded keep the other Syndicate Member fully informed as to by the context:- the nature of the default and the enforcement a) a work of a particular gender includes each other proceedings taken. gender; g) Report regularly to the Syndicate Members. b) the singular number includes the plural number and conversely; 5. MORTGAGE MANAGER’S LIMITATION OF LIABILITY c) a covenant by two or more persons must be regarded as a) that the obligations and liabilities of whatever kind made jointly and severally by each of the persons; undertaken or incurred by, or devolving upon, the d) each clause heading must be ignored; Mortgage Manager under or in respect of this e) a reference to a clause is a reference to a clause of this Agreement (“Obligations”) are limited to the amount of Agreement; Fees paid to the Mortgage Manager; f) a reference to a Statute includes:- b) The Syndicate Members may enforce their rights against a. an enactment amending the Statute or the Mortgage Manager arising from non-performance or b. an amendment and an enactment substituted for a breach of the Obligations only to the extent of the Fees Statute; and paid to the Mortgage Manager; c. an award, employment agreement and industrial c) this clause does not limit the Mortgage Manager’s agreement; and personal liability in the case of fraud. d. a notice given under a Statute; and e. a requirement of a person under a Statute; 6. ACKNOWLEDGEMENT BY SYNDICATE MEMBERS g) a reference to a party comprising more than one person The syndicate members acknowledge that:- includes any one or more of those persons; a) The Mortgage Manager is the agent of the Syndicate but h) a reference to a thing includes the whole and any one or is not deemed to be a trustee for the benefit of the more parts of the thing; Syndicate Members. i) a reference to this Agreement or to any other document b) The Mortgage Manager, in the absence of agreement in this Agreement includes a reference to this Agreement with the Syndicate Members, is permitted to act as it or that document as novated, replaced, supplemented or thinks fit in the best interest of the Syndicate. varied; c) The Lead Leader has its own interests to protect in j) a covenant implied in this Agreement is excluded only to respect of the Facility including arranging the the extent of that covenant’s inconsistency with an syndication in order to reduce its exposure in respect of express covenant in this Agreement; and underwriting the loan.

INFORMATION MEMORANDUM 19 d) Holden Capital Pty Ltd expects that The Syndicate required to enter into this Deed will be borne by that members as sophisticated syndicate members, enter into Syndicate Member and not become a syndicate this Deed after having received such legal, accounting expense. or other advice upon this Deed and the security b) Entire Agreement documents which so relate as it has considered This Deed constitutes the entire agreement of the parties necessary. about its subject matter and any previous Deeds, e) The Mortgage Manager will not be taken to have understandings and negotiations on that subject matter knowledge of any event of default until it has received cease to have any effect. notice of such default from the Borrower, or from a c) Confidentiality Syndicate Member. The parties will keep confidential and will not disclose to any unrelated party the transactions contemplated and 7. FUNDING OF THE FACILITY, WATERFALL OF subsequently performed by this Deed. PROCEEDS, AND OTHER INCOME. d) No Assignment a) The Syndicate Members will fund the Facility Cash This Deed is personal as between the parties & no party Advance; may assign its interest in this Deed without the consent in b) All loan repayments will be applied in the following writing of the other. order of priorities: e) Severability a. Capital repaid to Syndicate Members according to If the whole or any part of a provision of this Deed is their contributions; void, unenforceable or illegal in a jurisdiction, it is b. Interest payment to Syndicate Members payable on severed for that jurisdiction. The remainder of this Deed their loan contribution; has full force and effect and the validity or enforceability c. The Mortgage Manager shall distribute any of that provision in any other jurisdiction is not affected. repayments within 10 business day from receiving This clause has not effect if the severance alters the basic the payments to the syndication members. nature of this Deed or is contrary to public policy. c) The capital risk in respect of the Facility rests with The f) Governing Law and Jurisdiction Syndication Members solely as they will fully fund the This Deed is governed by the law in force in Queensland Facility. and each party irrevocably and unconditionally submits to the non- exclusive jurisdiction of the Courts of 8. MUTUAL COVENANTS Queensland & the Courts of Appeal from them. Each of the parties covenants and agrees with the other:- f) Further Assurances a) to be just and faithful in its activities and dealings with Each party agrees, at their own expense on the request the other; of the other party to do everything reasonably necessary b) to perform its obligations and commitments under this to give effect to this Deed. Agreement g) Notices All notices must be in writing and will be deemed to 9. NO PARTNERSHIP have been received:- a) This Agreement does not create or constitute a a. in the case of delivery, at the time of delivery; partnership between the Syndicate Members for the b. if served by post, on the second business day after purposes of the Partnership Act or the Income Tax the date of posting, even if it is subsequently Assessment Act or any other legislation. returned through the Post Office unclaimed; or b) Neither of the Syndicate Members may act as agent for c. in the case of an electronic communication [email] the other, other than as specifically set forth in this Deed on the production of a delivery report indicating or otherwise agreed in writing between the parties. The that the communication was delivered to the server Syndicate Members’ rights, duties and obligations are of the recipient. several and not joint or collective. 12. GST 10. MUTUAL INDEMNITIES All costs and fees are quoted exclusive of GST. a) The Mortgage Manager indemnifies The Syndication members against all or any suits, demands, claims or 13. NON CIRCUMVENTION liabilities incurred by The Syndication Members arising The Syndicate Members agree that during the term of the out of any breach by the Mortgage Manager of this Agreement and for a period of four (4) years after the Deed. conclusion and/or termination of the Mandate, neither a b) The Syndication Members indemnify the Mortgage Syndicate Member, its directors nor any of its related or Manager against all or any suits, demands, claims or associated entities, officers, agents or employees, without the liabilities incurred by the Mortgage Manager arising out prior written consent of the Mortgage Manager, will approach of any breach by The Syndication Members of this any group or other entity or individual introduced by the Deed. Mortgage Manager (an Introduced Party) in connection with the Agreement. If a funding or financing transaction is 11. GENERAL MATTERS completed with an Introduced Party, without such prior a) Costs consent in writing, at the Mortgage Manager’s sole discretion Costs of and incidental to the preparation this Deed will the Mortgage Manager’s fees as specified above will be be borne by the Mortgage Manager. However, any payable or will be determined by the Mortgage Manager at costs of the Syndicate Members in taking advice in ‘Market Rates’ on the basis of the services provided to the respect of any matters surrounding the due diligence Syndicate Member or Borrower.

INFORMATION MEMORANDUM 20 Manager. In no circumstances shall the Mortgage Manager 14. CONTINUING APPOINTMENT be liable for any losses, claims, expenses or damages If the loan or other funding or financing which is provided by incurred by the Syndicate Member except to the extent that a an Introduced Party is subject to a roll-over to a new term court in final judgment determines that such loss, claim, within four (4) years after the date of the Agreement, then expense or damage arose out of the gross negligence or further finance brokerage costs and fees in the same amounts wilful misconduct of the Mortgage Manager in the as specified above will be payable to the Mortgage Manager performance of its duties. Notwithstanding, under no at roll-over. circumstances shall the Mortgage Manager be liable for loss of profits, business or anticipated savings or for any indirect 15. COMMISSION DISCLOSURE or consequential loss whatsoever. For the avoidance of doubt, Syndicate Members acknowledge and consent that the the Mortgage Manager shall not be under any liability Mortgage Manager may be paid a commission by the whatsoever in respect of any specialist advice or services Borrower and/or other parties with whom it does business. provided to the Syndicate Member by persons other than the Details of this can be provided if required. Mortgage Manager, notwithstanding that the Mortgage Manger may be in possession of such advice. All sums 16. ROLLOVER OR EXTENSION payable to the Mortgage Manger pursuant to this Agreement At conclusion of the loan term, if the loan is extended or rolled shall be paid within 30 days of written demand and free and over into a fresh term, then the Mortgage Manager may clear of all deductions or withholdings unless such deduction charge further loan finance fees up to 100% of the initial loan or withholding is required by law, in which event the fees payable. Syndicate Member shall pay such additional amount as shall be required to ensure that the net amount received by the 17. IP AND DOCUMENTATION Mortgage Manger will equal the full amount which would The Mortgage Manager maintains its rights to ownership in have been received by it had no such deduction or respect of all submissions and related documents produced by withholding been made. The rights and remedies of the it in support of its role as defined by this Agreement. The Mortgage Manger arising under this paragraph are Syndicate Members acknowledge the Mortgage Manager’s cumulative with, and are not exclusive of, any rights or ownership and warrant they will not reproduce or use these remedies provided by law. documents in their original format or in a modified form without the written consent of the Mortgage Manager. 20. INSTRUCTING If you do not return a signed copy, depositing funds and 18. INDEMNITY OF ADVICE continuing to instruct the Mortgage Manager in this matter will The Mortgage Manager shall not be responsible for providing constitute your acceptances of this agreement specialist advice or services (i.e., legal, tax, accounting or other specialist matters), normally provided by other professional advisers. The Mortgage Manager shall not have 9. HOW TO INVEST any liability in respect of services or advice provided to the Syndicate Member by persons other than the Mortgage If you have read this document in full, considered the Select Manager irrespective of whether such advice is given or Loan Investment and decided to participate, please; made available to, or reviewed by the Mortgage Manager, or discussed by the Mortgage Manager with the Syndicate a) Complete the accompanying Selection Form Member. In providing its services to the Syndicate Member, contained in this Information Memorandum and the Mortgage Manager will rely on the Syndicate Member’s return it to HoldenCAPITAL Partners, and; commercial assessment of the Facility. The Syndicate Member b) Transfer your investment funds to our Solicitor’s Trust acknowledges that it and its other professional advisers will Account using one of the available payment be responsible for the nature, scope, adequacy, performance methods. and review of any due diligence enquiries and, accordingly, the Mortgage Manager shall not be liable in respect of such matters. The Mortgage Manager excludes all liability to the PAYMENT METHODS fullest extent permitted by law in connection with the provision No invoice will be issued, signed acceptance of this of its services. agreement together with a transfer of funds will constitute acceptance of the terms of this agreement. 19. LIABILITY AND INDEMNITY The Syndicate Member shall indemnify and keep indemnified Electronic Funds Transfer to The Solicitor’s Trust account the Mortgage Manager on demand against any and all Account Name: Mullins Lawyers Trust Account actions, claims, proceedings or investigations (each a Bank: St George Bank “Claim”) and against all losses, claims, expenses, damages or BSB: 334 040 liabilities whatsoever and howsoever arising (including Account Number: 551832647 reasonable legal costs and expenses) suffered or incurred by Reference: ‘HCP Dorsal’ followed by your investing entity the Mortgage Manager (each a “Loss”) in each case in any name. way arising out of or in connection with the Loan Facility or with the execution, delivery, performance or enforcement of DELIVERY METHOD the Loan Facility, except to the extent that a court in final Scan and send to [email protected] judgement determines that any such Claim or Loss arose out of the gross negligence or wilful misconduct of the Mortgage

INFORMATION MEMORANDUM 21 1 0. SEL E CTION FORM | 100 DORSAL DRIVE

This Selection Form accompanies the ‘100 Dorsal Drive’ Information Memorandum dated 26 March 2019. The Information Memorandum contains important information and it is important that you read both documents in full and the declarations and acknowledgments contained in this Selection Form before deciding to invest in this Select Loan Investment. Please provide your name, contact details, banking details and ID check below. Please note: New HCP investors must complete all sections. Existing HCP investors are only required to complete Sections 1 & 2 & 5.

SECTION 1. INVESTMENT AMOUNT $ , ,

SECTION 2. INVESTOR DETAILS Individual/s Superannuation Fund/ Trust Company

INVESTOR 1 INVESTOR 2

First Name First Name

Surname Surname

OR SUPERANNUATION FUND/ TRUST/ COMPANY NAME:

SECTION 3. CONTACT DETAILS

Address

ABN/ACN (if applicable)

Phone (Home/Work)

Mobile

Email

SECTION 4. BANK DETAILS

At the end of the loan term your funds will be credited to this account.

Account Name

BSB Account

Bank Name

INFORMATION MEMORANDUM 22 10. SE L ECTION FORM | 100 DORSAL DRIVE

SECTION 5. DOCUMENT CHECKLIST

Certified copy of License/Passport (or other acceptable documents) are being provided has already been provided to HCP. Sophisticated investor certificate is being provided has already been provided to HCP.

SECTION 6. ACCEPTANCE I/We hereby authorise Holden Capital Partners Pty Ltd. to process our investment in the loan you have presented. We have undertaken our own research in respect of the proposed Loan and we confrm that we appoint Holden Capital Partners Pty Ltd as the Mortgage Manager in respect of our investment in the Loan Facility. Executed for and on behalf of the Investor by the authority of its Directors.

SIGNATURE OF INVESTOR/DIRECTOR 1 DATE

SIGNATURE OF INVESTOR/DIRECTOR 2 DATE

No invoice will be issued, signed acceptance of this Selection Form accompanying the associated Information Memorandum together with a transfer of funds will constitute acceptance of the terms of this agreement.

Electronic Funds Transfer to The Solicitor’s Trust account.

Account Name: Mullins Lawyers Trust Account Bank: St George Bank BSB: 334 040 Account Number: 551832647 Reference: 'HCP Dorsal' followed by your surname/entity name.

Please scan your completed Selection Form to [email protected]

INFORMATION MEMORANDUM 23