Deed of Guarantee and Indemnity (Australia)

In consideration of the Beneficiary entering into or continuing the underlying Loan Facility with the Principal Debtor, the Guarantor (and each of them jointly and severally where applicable) UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the Beneficiary the due and punctual performance, observance, and discharge by the Principal Debtor of all the Principal Debtor's obligations under the underlying contract, including without limitation: (a) the payment of all sums due and payable by the Principal Debtor (principal, interest, default interest, fees, costs, and expenses); (b) the performance of all non-monetary obligations of the Principal Debtor; and (c) the indemnification of the Beneficiary for any loss arising from breach by the Principal Debtor.

Maximum Liability: The total liability of the Guarantor under this Deed shall not exceed AUD 750,000 in aggregate. The cap applies only to the principal sum guaranteed and does not limit liability for interest accrued, default interest, enforcement costs, or amounts recovered as indemnity under any indemnity clause of this Deed.

The obligation guaranteed by this Deed is the Loan Facility: Business Loan Facility Agreement dated 15 May 2026 between Westpac Banking Corporation and Harbour Digital Pty Ltd for a principal amount of AUD 750,000, with a term of 5 years and a variable interest rate referenced to the BBSW + 2.50% margin., dated 15 May 2026. The Principal Debtor and the Beneficiary are parties to that underlying contract. The Guarantor acknowledges receipt of (or the opportunity to obtain) a copy of the underlying contract and has had the opportunity to read and understand its terms before entering into this Deed.

This Deed is a separate and independent obligation of the Guarantor and operates as a primary obligation. It is not merely surety in the strict legal sense — the Guarantor is liable to perform and pay even if the underlying contract is unenforceable against the Principal Debtor, is set aside, or is varied in a manner that would discharge a strict surety.

Upon any default by the Principal Debtor under the underlying contract, the Beneficiary may make written demand on the Guarantor for payment or performance under this Deed. The Guarantor shall pay or perform within five (5) business days of receiving such demand, without set-off, counter-claim, deduction, or withholding of any nature, and free and clear of any tax (other than any tax required by law to be deducted, in which case the Guarantor shall pay an additional amount to gross up the payment to the amount that would have been received had no deduction been required).

The Beneficiary is not required to first take action against the Principal Debtor or any other guarantor, exhaust any security held, or take any other step before making demand on the Guarantor.

The parties intend this document to be executed as a deed at common law and in equity. By executing this document as a deed, no separate "consideration" is required for the Guarantor's promise to be binding — the deed itself is sufficient. Where a Guarantor is a company, the Guarantor will execute this Deed in accordance with Corporations Act 2001 (Cth) s. 127 — by two directors, a director and the company secretary, or (for a proprietary company) the sole director and sole secretary. Electronic signing of this Deed is valid under Corporations Act 2001 s. 110A for company parties and under the relevant State Electronic Transactions Act for individual parties.

This Deed is subject to the Statute of Frauds writing requirement applicable in New South Wales and is signed by each party in compliance with that requirement.

This Deed shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia and the laws of the Commonwealth of Australia applicable in New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales (including the Supreme Court of New South Wales and the Federal Court of Australia exercising jurisdiction in New South Wales) for the resolution of any dispute arising under or in connection with this Deed.

In addition to the guarantee above, the Guarantor INDEMNIFIES AND HOLDS HARMLESS the Beneficiary against, and shall pay on demand, all losses, damages, costs, charges, expenses, claims, demands, actions, suits, and proceedings of any nature (collectively, "Losses") suffered or incurred by the Beneficiary arising directly or indirectly from: (a) any default by the Principal Debtor under the underlying contract; (b) any unenforceability, voidability, frustration, or set-aside of the underlying contract for any reason; (c) any insolvency event affecting the Principal Debtor (including winding up under Corporations Act 2001 Chapter 5 or bankruptcy under the Bankruptcy Act 1966); and (d) the enforcement of this Deed (including legal costs on a solicitor-and-own-client basis).

The indemnity is a primary obligation of the Guarantor — the Beneficiary may recover under this indemnity without first proceeding against the Principal Debtor or any security. This indemnity does NOT extend to consequential loss — only direct loss suffered by the Beneficiary is recoverable under this clause. Consequential loss recovery (if any) sits under the underlying contract or general law.

Continuing guarantee: This Deed is a continuing guarantee and indemnity. It is not discharged by any intermediate settlement of accounts, satisfaction of any part of the secured obligation, or change in the parties (whether by amalgamation, restructuring, change of name, or otherwise). It remains in full force and effect until the Beneficiary releases the Guarantor in writing.

The Guarantor confirms that the Guarantor has, before signing this Deed:

(a) Received independent legal advice from Rebecca L. Patterson of Patterson and Co Solicitors, dated 14 May 2026, who is an Australian legal practitioner not acting for the Beneficiary in connection with this transaction;

(b) Understood the nature and effect of this Deed, including the personal nature of the obligations, the rights of the Beneficiary to make demand without first proceeding against the Principal Debtor, and the continuing / all-moneys / unlimited nature of the guarantee (where applicable);

(c) Understood the risks of signing — including the risk of personal bankruptcy, loss of the family home or other personal assets, and adverse consequences for the Guarantor's credit history;

(d) Acted voluntarily and not under any undue influence, duress, or unconscionable pressure from the Principal Debtor, the Beneficiary, any other Guarantor, or any other person; and

(e) Read the underlying contract or had the opportunity to do so.

The Guarantor acknowledges that these confirmations are relied upon by the Beneficiary in accepting this Deed, and any later denial of any of them shall give rise to a separate breach of contract action by the Beneficiary against the Guarantor.

The parties acknowledge the Unfair Contract Terms (UCT) regime that commenced on 9 November 2023 under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) and the ASIC Act 2001. From that date, including an "unfair term" in a standard-form small-business or consumer contract is a contravention attracting penalties of up to AUD 50 million, or three (3) times the benefit derived, or 30% of the company's adjusted turnover during the breach period — whichever is greater. The "small business" threshold from 9 November 2023 is: the business employs fewer than 100 employees OR has annual turnover of less than AUD 10 million.

Compliance review: The Beneficiary confirms that the Beneficiary has actively reviewed this Deed against the UCT regime under ACL ss. 23-28 and considers that no term in this Deed is unfair within the meaning of ACL s. 24. Each term that limits the Guarantor's liability or grants discretion to the Beneficiary is reasonably necessary to protect the Beneficiary's legitimate interests in providing the underlying Loan Facility.

Transparency (ACL s. 24(3)): The parties confirm that the terms of this Deed are transparent — expressed in reasonably plain language, legible, presented clearly, and readily available to any party affected by the term before signing. The Guarantor has had a reasonable opportunity to read each term and to seek independent legal advice (see ILA clause where elected).

To the extent that the Principal Debtor or any Guarantor is a "small business" within the meaning of ACL s. 23, the parties agree that all terms of this Deed have been the subject of genuine commercial negotiation, are reasonably necessary to protect the legitimate interests of the Beneficiary, and do not cause significant imbalance in the parties' rights and obligations within the meaning of ACL s. 24(1)(a).

Joint and Several Liability: Each Guarantor is liable to the Beneficiary jointly and severally. The Beneficiary may proceed against any one Guarantor for the full amount owing under this Deed without first proceeding against the others.

Set-off and Counter-claim Waiver: The Guarantor irrevocably and unconditionally waives any right of set-off, counter-claim, deduction, or withholding that the Guarantor may have against the Beneficiary, the Principal Debtor, or any other Guarantor in respect of any payment due under this Deed. Each payment must be made in full when due, in cleared funds.

Co-Guarantor Indemnity Acknowledgement: Each Guarantor acknowledges that, having paid more than the Guarantor's proportionate share under this Deed, the Guarantor may have a right of contribution from the other Guarantor(s) at common law and in equity. The Beneficiary takes no position on such contribution arrangements as between the Guarantors. Any such contribution is to be resolved between the Guarantors and does not affect the Beneficiary's right to recover the full amount from any individual Guarantor.

Entire Agreement: This Deed constitutes the entire agreement between the parties in respect of the guarantee and indemnity and supersedes all prior negotiations, representations, and arrangements relating to that subject matter.

Amendment: This Deed may only be amended by deed signed by all parties.

Severability: If any provision of this Deed is held to be unenforceable in whole or in part, the remaining provisions remain in full force and effect; any unenforceable part is severed only to the extent necessary.

Notices: All notices and demands under this Deed shall be in writing and delivered personally, by registered post, or by email to the addresses set out on the parties page. Notices given by email are deemed received on the day of transmission if sent during business hours, otherwise on the next business day.

Counterparts: This Deed may be executed in any number of counterparts (including electronic counterparts), each of which is an original and which together form one and the same Deed under Corporations Act 2001 s. 110A and the relevant State Electronic Transactions Act.