download WA Blue Gum Project Product Disclosure Statement 2013

Whereas:A. The person named below (the Grantor) is a director of the company named below (the Company).B. The Company has executed an application form to become a Grower.C. At the request of the Grantor, W.A. Blue Gum Limited has agreed to accept the Company as a Grower.D. (If applicable), at the request of the Grantor, Albany Financial Pty Ltd has agreed to enter into a loanagreement between Albany Financial Pty Ltd and the Company (the Loan Agreement).E. In consideration for the promises provided, the Grantor has agreed to provide a Guarantee and Indemnity inrespect of the Company's obligations under the Project Agreements (as defined in the Constitution for the WABlue Gum Project 2013) and, where relevant, the Loan Agreement.The Grantor, HEREBY APPOINT(S) any person being a Director of W.A. Blue Gum Limited from time to time to bethe Grantor's Attorney (the Attorney) to exercise, subject to any conditions and limitations specified in Clause 2below, the authority conferred on the Attorney hereby and to do on the Grantor's behalf anything the Grantor haslawfully authorised the Attorney to do.1. In the exercise of the authority conferred by this Power of Attorney, the Attorney is authorised to execute anyassurance or other document or to do any other act whereby a benefit is conferred on the Attorney.2. This Power of Attorney is expressly limited to conferring on the Attorney authority to:(a)(b)(c)(d)Enter into and execute on the Grantor's behalf a Guarantee and Indemnity of the Company's obligationsunder the Project Agreements (the Project Guarantee) and, where relevant, a separate Guarantee andIndemnity of the Company's obligations under the Loan Agreement (the Loan Guarantee):(i)(ii)date the said Project Guarantee and, where applicable the Loan Guarantee, and complete asappropriate any blank spaces in the Schedules thereto; andmake and initial any alterations to the Project Guarantee and, where applicable the LoanGuarantee, which are not prejudicial in the opinion of the Attorney to the Grantor's interests.Without limiting the foregoing and following make, do and sign all such acts, deeds and things as maybe necessary to give effect to procure the stamping of the said Project Guarantee and, whereapplicable the Loan Guarantee.Alter, modify, add to or cancel the provisions of the Project Guarantee and, where applicable the LoanGuarantee provided that such alteration, modification, addition or cancellation:(i)(ii)(iii)in the opinion of the Attorney does not and is not likely to adversely affect the interests of theGrantor;is in the opinion of the Attorney, or of a barrister or solicitor instructed by the Attorney, necessary orexpedient to comply with the provisions of any statute, ordinance, rule, regulation or by-law whichmay be passed and which affects projects of the nature of the Project, or is a requirement of anycompetent statutory authority; oris in the opinion of the Attorney made to correct a manifest error or is of a formal, technical oradministrative nature only.Appoint one or more substitute attorneys to exercise the powers granted to the Attorney and to revokeany appointment of any substitute attorney or attorneys made under the relevant document.3. The Grantor agrees that the Grantor shall indemnify and keep indemnified the Attorney against all claimsdemands, costs, damages, losses and expenses, however arising consequent upon the exercise of thePower of Attorney hereby granted, and further agrees to ratify and confirm whatever the Attorney shall do inthe exercise of the power hereby granted.4. This Power of Attorney will be governed by and construed in accordance with the laws of Victoria.5. Words and expressions used in this Power of Attorney have the same meanings as in the Constitution unlessthe contrary requires.6. This Power of Attorney is irrevocable until the expiration of the Project under the Constitution.