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Schedule 2Staging Plan

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I 1 l llllllRllllHIlillll'~IEli~!~lIIl~lllEIMIIIIMaddocks

Schedule 3Lot Sale Contract

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Contract of Sale

Lot _____IStage 2AMa in Dr ive, Kew

Arnold Bloch LeiblerRef: KAG:01-1491058C:\DOCUMENTS AND S ETTINGS\MKM\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK55A\CONTRACT FOR SALE - STAGE2A.DOC

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FORM 2CONTRACT OF SALE OF REAL ESTA TE

I IM P O R T A N T N O T IC E T O P U R C H A S E R S I1 Cooling-off period Section 31 Sale ofLan dAc t 1962 IIf none of the exceptions listed below applies to you, you may end this con tract within 3 clear business daysof the day that you sign the contract.To end this contract within this time, you must either give the vendor or the vendor's agent written noticethat you are ending the contract or leave the notice at the address of the v end or or the vendor's agent.If you end the contract in this way, you are entitled to a refund of all the mo ne y you paid EXC EPT for $100or 0.2% of the purchase price (whichever is more).EXCEPTIONS - Th e 3-day cooling-off period does not apply if:

You bought the property at o r within 3 clear business days before o r afte r a publicly advertised auctionYou received independent adv ice from a solicitor before signing the contr actTh e property is used m ainly for industrial or commercial purposesThe property is more than 20 hectares in size and is used mainly for farm ingYou previously signed a similar contract for the same property- You are an estate agent or a corporate body.

Th e conditions of this contract are contained in the attached:Particulars of Sale, andSchedule, andGeneral Conditions, andSpecial Co nditions (if any).

The vendor sells and the purchaser buys both the property and the chattels for the price and upon theconditions set out in this contract.The Vendor's Statement required by Section 32(1) of the Sale ofLan d Act 1962 is attached to, and includedin, this contract.Where the signature of any party to this contract is secured by an agent, the parties acknowledge beinggiven a copy of this contract by the agen t at the time of signing.

Vendor

Purchaser

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GENERAL CONDITIONS ('GC')Encumbrances1.1 The purchaser buys the property and the chattels subject to the encum brances shown in Item 1 ofthe Schedule.

Loss or Damage Before Settlement2.1 Th e vendor carries the risk o f loss or dam age to the property and th e chattels until settlement.

Nominee5 If the contract says that the property is sold to a named purchaser 'andlor nominee' (or similarwords), the named purchaser may, at least 14days before settlement date, nominate a substituteor additional purchaser, but the named purchaser remains personally liable for the dueperformance of all the purchaser's obligations under this contract.Payment6.1 The purchaser must pay all money (except the deposit) to the vendor, the vendor'slawyer or at the direction of the vendor.6.2

e?

6.3 If the land sold is a lot on an unregistered plan of sub division then the depo sit:

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(a) must not exceed 10% of the price, and(b) must be paid:(1) to the vendor's &e&~ lawyer or estate agent to be held by the &ek +lawyer or~. estate agent on trust for the purchaser, or(ii) if the vendor directs, into a special purpose account in the authorised deposit-taking institution in Victoria that is specified in this contract in the joint names ofthe purchaser and the vendoruntil the registration of the plan.

Breach7 A party who breaches this contract must pay to the other party on dema nd:(a) compensation for any reasonably foreseeable loss to the other party resulting from thebreach, and(b) any interest due under this contract as a result o f the breach.

Time8 If the time for performing any action expires on a Saturday, Sun da y or bank holiday, then time isextended until th e next business day .Gene ral C onditions in Legislation9.1 The general conditions in Table A of the Seventh Schedule of the Transfer of Land Ac t 1958apply if the land is under the operation of that Act.9.2 The general conditions in the Third S chedule of the Property La w Ac t 1958 apply if the land isnot under the operation of the Transfer ofL and Act 19 58.9.3 General Condition 9 in Table A or in the Third Schedule applies as if its second last sentenceended w ith the additional words, 'as a resident Australian ben eficial owner of the land'.Conflict Betwe en Conditions10 In case of a conflict between the co nditions the order of priority is:

(a) any special conditions in this contract;(b) general conditions in this contract; and(c) general conditions in legislation.

Conditions11 These conditions prevail over the conditions in any earlier contract and any requisitions andanswers properly made and give n under that contract are deemed to be requisitions and answersproperly made and given under this contract.Service12 Any document served by post is deemed to be served on the next business day after postingunless proved otherwise.Tra nsfe r and Set t lement13.1 The purchaser must provide the instrument of transfer required by General Condition 12 inTable A, or the assurance required by the Third S chedu le (as the case may be), to the vendor orthe vendor's solicitor at least 10 days prior to the settlement date.42.2

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VENDORS ESTATEAGENT:VENDOR'SLAWYER:

DEVELOPER'SLAWYER:

PURCHASERSLAWYER:

VENDOR:

PURCHASER:

LAND:

PROPERTYADDRESS:

PARTICULARS OF SALE

MADDOCKS140 William Street, Melbourne VIC 3000Tel: 9288 0555 Fax: 9288 0666 OX259 Ref: Michael McDonaldMelbourneARNOLD BLOCH LEIBLERLevel 21, 333 Collins Street, Melbourne 3000Tel: 9229 9999 Fax: 9229 9900 DX38455 Ref: Pamela WilliamsName:

Address:Suburb: State: Postcode:

SECRETARY TO THE D EPARTMENT OF INNOVATIONINDUSTRY AND REGIONAL DEVELOPM ENT (assuccessor in title to the Secretary to the D epartment ofInfrastructure (AB N 24 997 892 497))of 121 Exhibition Street, Melbourne, ~ictoria,'3000Name:

andlor nomineeAddress:

Suburb: State: Postcode:

Daytime C ontact Telephone: After Hours C ontact Telephone:

I on proposed Plan of Subdivision PS 603974U being part ofthe land more particularly described in certificate of titlevolume 11062 folio 158The land together with any im provementsknown as:

Arnold Bloch Leiblere f KAG-1491058C'Do cum eirtsan d SellinqsiMKMU.ocal Satinqs\Tem~oraiY ntemelFileslOLKSSAlConlractforSalaSTAGE ADOC

Contract of Sale 1 Page 1

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CHATTELS:*COLOUR SCHEMEOPTIONS("tick one)

PRICE:DEPOSIT:BALANCE:Paid:Balance of Deposit:Due Date:PAYMENT OFBALANCE:

SETTLEMENTDATE:DAY OF SALE:

Stage 2A, Main Drive, Kew

All fixtures, fittings and chattels described in Annexure A.Iption 1 I Option 2Purchaser's Initials Purchaser's Initials[Note: If neither o ptio n is t icked, then Colour Scheme 1 wil l apply]

$ inc lus ive of GST$ 10 % o f the Pr ice

$ Amount paid on the D ay of SaleBalance payable n accordance withspecial condition 1514 days after the Day of Sale

on the day which is the later of:1. 10 Business Days afterwritten notification by the vendor's lawyers to thepurchaser of registration of the Pian of Subdivision; or2. 10 Bus iness Days after written notification by the vendor's lawyers to thepurchaser of the issue o f an Occupancy Permit for the Property.

is the date upon whic h vacant possession of the property and the chattels mu stbe provided, namely, upon acceptance of title and payme nt of the Price

is the date of this contract, namely day ofthe 2009

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3

SCHEDULE

I T E M 1 Encumbrances-(GC 1)

1 Any easements, covenants and other restrictions disclosed in the Vendor'sStatement (includ ing the Section 173 Agreement and Memorandum o fCo nm on Provisions).2 The easements and other encumbrances to be created by registration o f hePlan o f S ubdivision or the Transfer.3 The access righ ts refe rred to in special cond ition 18.

SPECIAL CONDITIONS1 Definitions and Interpretation1.I In this C ontract:

"Bank Gua rantee " means a n unconditional and irrevocable guarantee or undertaking byan Australian trading bank to pay money to the Ven dor's lawyer:(a) without reference to the Purchaser;(b ) with an expiry date (if any) no earlier than the expiry o f the Registration Periodand Construction Period; and(c ) in a form satisfactory to th ev en do r and the Developer's financier,and "Bank G ua ran tor " means the bank giving such guarantee or undertaking;'Bu ild er " m eans a person who is registered as a bu ilder under the Building Act 1993;"Building Plans and Specifications" means the floor plan, indicative architecturalimpression and indicative specifications and inclusions included in annexure " A to thiscontract;"Bu sine ss Day" means any day which is not a Saturday, Sunday or a proclaimed publicholiday in the State o f Victoria; "' F-/ '-e- - f s. f-^A-6-^ 2 6 , ^ * z-',2& ^ - * - k c

M'Co ns tru cti on Pe riod " means the period expiring 1 8 months after the Day of Sale;'Developer" means K ew Development Corporation P ty Ltd ACN 119 766 264;"Guarantee a nd Ind em nity" means the guarantee and indemnity annexed as annexure'W' G S T m eans tax payable under the GST aw;"GST L aw" m eans the goods and services tax system which is Australian law under the'A New Tax Syste m (Goods and Services Tax) Act 1999" and associated legislation orany amendment o r replacement of that Act or legislation;"Land to be Developed" means all of the land in certificate of title volume 10998 folio189 being the form er Kew Residential Services Site, Princess S treet, Kew;

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"Major Domestic Bui lding Contract" means a major domestic bui lding contract asdefined in section 3 of the Domestic Building Contracts Act 1995;"Memorandum of Common Provis ions" means the memorandum of commonprovisions included in the Vendor's Statement;'Non Deductible Costs" means non deductible costs calculated in accordance with theRevenue R uling;

9.5 of the Re gulations;a copy of which isincluded in the Vendor's Statement and includes any am endments or alterations ma de tothe plan and the R estriction n oted on that plan;

e n * pa-, B^J- af S^CJ ' t , ,2 . / A"',2 4 0 - f - 1 - S . 6 vv-'R eg istr atio n Pe riod " means (he period expiring 18 months after the Day of Sale;"R estr iction " means a restriction as defined in section 3 of the Subdivision Ac t 1988;R ev en ue Rul ing " means Revenue Ruling DA.048 issued by the State Revenue Off iceof Victoria and include s any amen dment thereto or replacem ent thereof;"Section 173 Agre em ent" means an agreement under section 173 of the Planning andEnvironment Act 1987 which m ay be required to satisfy the conditions of planning permitNo. 20070638 and heritage permit No. P13872, copies of which are included in theVendor's Statement;S L A " means the Sale o f Land Act 1962 (Vic);"Subsequent Stages" means subsequent stages of construction or subdivision of theLand to b e Developed;T a b l e A" means Table A of the Seventh Schedule of the Transfer of Lan dA ct 1958;'Tra nsfe r" means the instrument of transfer referred to in cond ition 12 of Table A;"Vendo r's Statem ent" m eans the statement given by the Vendor un der section 32 of theSale of Lan d Ac t 1962, a copy o f which is annexed to this Contract;"W orks " m eans the works described in the Building Plans and S pecifications.

1.2 In this Contract, unless the context requires otherwise:(a ) a reference to any legislation or legislative provision includes any statutorymodification or re-enactment of, or legislative provision substituted for, and any

statutory instrument issued und er, that legislation or legislative provision;(b) the s ingular includes the plural and vice versa;(c ) a person includes a corporation, partnership, joint venture, firm, association,authority or government;(d) any ge nder includes all genders;(e ) a perso n includes the p erson's executors, administrators, succes sors, substitutesand permitted assigns;(f) a reference to a condition, annexure or schedule is a reference to a condition,annex ure or schedu le of this Contract;(g ) the word "include s" in any form is no t a word of limitation; and

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(h) terms used in the Particulars of Sale have the meaning given them in theParticulars of Sale.(0 a term defined within a special condition has the meaning given it in that specialcondition wherever it is used in this C ontract; and(j) a word o r term defined in A New Tax System (Goods and Services Tax) Act 1999(Cth) has the same meaning in this Contract where used In connection with the

GS T imposed under that Act.In this Contract, headings are for convenience of reference only and do not affectinterpretation.No provision of this Contract, which is expressed as o r is capable o f surviving settlemen t,merges o n or by virtue of settlement.If a provision of this Contract is void or voidable, une nforceable o r illegal but would no t bevoid, voidable, unenforceable or illegal if it were read down and it is capable of beingread down, then the provision must be read down. If, despite being read down, aprovision is still void, voidable, unenforceable or illegal and the provision would not bevoid, voidable, unenforceable or illegal if words were severed, then those words must besevered. In any other case, the whole provision must be severed. If any event under thisspecial condition occurs, the n the remainder of this Contract continues in full force an deffect.Where a party to this Contract consists of more than one person, this Contract will bindall of those persons jointly an d each of them severally.

- Conditions precedent to settlementSettlement o f this Contract is condition on:(a) the Vendor arranging registration of the Plan of Subdivision by the Registrar of

Titles before the e nd of the Registration Period; and(b ) an Occupancy Permit being issued for the Property before the end of theConstruction Period.If the Plan of Subdivision is not registered before the end of the Registration Period,either the Vendor or the Purchaser may at any time after the end of the RegistrationPeriod (but only before the Plan of Subdivision is registered), rescind this Contract bywritten notice served on the other.If an Occupancy Permit is not issued for the Property before the end of the ConstructionPeriod, either the Vendor or the Purchaser may at any time after the end of theConstruction Period, but only before an Occupancy Permit is issued for the Property,rescin d this Contract by written notice served on th e other.If this Con tract is terminated und er either of special conditions 2.1 or 2.3:(a ) any m oney paid by the Purchaser on account of the Price will be refunded to thePurchaser together with any interest earned (less all proper bank andgovernment charges, fees an d taxes); and(b ) any Bank Guarantee accepted by the Vendor under special condition 15 will bereturned to the Purchaser or the Bank G uarantor for cancellation; and(c) the Purchaser will not be entitled to any com pensation from the Vendo r in respectof any losses, costs, fees or other expenses paid or incurred by the Purchaser inrelation to this Contract.

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Subject to the Purchaser's rights under the SLA and under special condition 2.1 thePurchaser agrees not to make any objection, requisition or claim because of anythingconnected with the registration of or failure to obtain registration of the Plan ofSubdivision.Matters to which Land is subjectThe Purchaser buys the Land subject to:(a ) the encum brances described in Item 1 of the Schedule, including those that m aybe created or com e into existence after the Day of Sale;(b ) the provisions of the Subdivision Act 1988, including any easements (whetherexpress or im plied) affecting the Lan d by virtue of that Act;(c ) any restrictions imposed on the Land by:

(i) any Act, order, regulation, by-law or planning sche me affecting the Land;or(ii) any governmental, semi-governmental orju dic ial entity; and

(d) any easement or othe r right held or claimed by any sta tutory authority or supplyauthority or com pany.Vendor's rights to create further encumbrances and restrictionsThe Purchaser acknowledges that the Vendor:(a) may be required to:

(i) enter into leases with statutory authorities, supply authorities orcompanies o r other entities; and(ii) create easements, enter licences, enter covenants and grant or createother like rights or restrictions (including positive covenants underagreements pursuant to section 173 of the P lann ing and Environment Ac t1987 or pursuant to section 143 of the M elbourne an d Metropolitan Boa rdof W orks Ac t 1958),to ensure the provision of services to the Land to be Developed or to enablecertification of, the issue of a statement of compliance for, or registration of thePlan of Subdivision; and

(b ) may require the Purchaser to create in the instrument of transfer of the Land,easements or covenants which burden the Land, which the Vendor (actingreasonably) considers necessary for the developm ent and proper functioning, ofthe Land to be Developed.Subject to the Purchaser's rights under the SLA, the Purchaser will not make anyobjection, requisition or claim nor rescind, terminate or de lay settlement of this Contractbecause of anything contemplated by special condition 4.1.Plan of Subdivision and Identity of LandThe Vendor may make any amendments and alterations to the Plan of Subdivision,which are necessary to ob tain the certification or registration of the Plan of Subdivision orwhich the Vendor considers to be reasonably necessary.The Vendor will notify the Purchaser of any amendment or alteration to the Plan ofSubdivision in accordance with the S LA.

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