Joint Venture Agreement (Australia)

1.1 Joint venture: The Participants establish a joint venture known as Pacific AI Ventures Pty Ltd (the "JV") for the purpose of: Develop, market, and commercialise enterprise AI software products targeting the Australian and New Zealand financial services and government markets. The JV will combine Harbour Digital's software engineering and AI capabilities with Aurora Tech's capital, customer relationships, and go-to-market expertise.

1.2 Structure: The JV is established as a Incorporated JV (Pty Ltd / Ltd SPV). A new company (typically Pty Ltd) is formed as the JV vehicle. Each participant takes shares in proportion to their interest. The company is a separate taxpayer; profits are distributed as dividends with imputation credits where available. Most common for long-term, multi-asset JVs.

1.3 Term: The JV commences on the date of this Agreement and continues for a term of 7 years, unless extended by written agreement of the Participants or terminated earlier in accordance with this Agreement.

1.4 Corporations Act: The JV vehicle is incorporated under the Corporations Act 2001 (Cth). The Participants subscribe for shares in proportion to their respective JV interests. The JV company is governed by its constitution, the replaceable rules in Corporations Act 2001 s. 135 (where applicable), and this Agreement.

2.1 Participant 1 contribution: Cash contribution AUD 750,000; assignment of the AI/ML model code-base (valued at AUD 2,500,000 by independent valuation); secondment of 6 senior engineers for the first 12 months at no cost to the JV; non-exclusive licence to Harbour's patent portfolio (3 patents).

2.2 Participant 2 contribution: Cash contribution AUD 3,250,000; introduction to and joint pitches with Aurora's portfolio of 24 enterprise customers; provision of CRM/ERP infrastructure for the first 24 months; secondment of CFO and BD director for the first 24 months.

2.3 Revenue and profit sharing: The JV revenue and net profit shall be shared between the Participants as follows: Harbour Digital Pty Ltd — 50%; Aurora Tech Investments Pty Ltd — 50%. Losses are shared in the same proportions, subject to any limited-liability features of the JV structure.

3.1 Management committee: A four-member management committee — each Participant appoints 2 representatives. Chair rotates annually between Participants. CEO is appointed by unanimous decision of the committee; first CEO is jointly nominated by the Participants. Committee meets monthly with quarterly strategic reviews.

3.2 Ordinary decisions: Day-to-day decisions of the JV are made by the management committee by simple majority (more than 50%) of those present and entitled to vote.

3.3 Reserved matters (supermajority required): The following decisions require the prior written approval of both Participants (irrespective of their percentage interest):

(a) any amendment to this Agreement or the JV constitution; (b) any change to the JV purpose or scope; (c) admission of any new Participant or material new shareholder; (d) any borrowing or guarantee in excess of AUD 1,000,000; (e) any disposal of JV assets above AUD 500,000; (f) winding up or termination of the JV; (g) declaration of a dividend or distribution; (h) approval of the annual budget and business plan; (i) appointment or dismissal of the CEO; (j) approval of any related-party transaction.

This Agreement is governed by the laws of the State of New South Wales, Australia and the laws of the Commonwealth of Australia. The Participants submit to the exclusive jurisdiction of the courts of New South Wales.

Australian Consumer Law: Each Participant warrants that, in entering into this Agreement, it has not engaged in any misleading or deceptive conduct within the meaning of Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) s. 18.

Distribution waterfall: Distributions of JV revenue and profit shall be made in the following priority order: (a) Repayment of any Participant loans plus interest at BBSW + 3%; (b) Return of contributed capital pro rata to original contributions; (c) Preferred return of 8% per annum compounding on contributed capital; (d) Catch-up to Participants until they reach a 20% IRR; (e) Thereafter, distribution 80% to Participants pro rata to JV interests and 20% to the management team as a performance pool.

Capital calls: Capital calls may be made by the management committee on 30 days' written notice. Each Participant contributes pro rata. A defaulting Participant's interest may be diluted by 1.5x the shortfall ratio in favour of the contributing Participant — example: if Aurora contributes Harbour's 50% shortfall of AUD 100k, Harbour's interest dilutes by 1.5% (1.5x the proportionate impact) to 48.5%, and Aurora's rises to 51.5%.

Drag-along right: If a Participant holding more than 75% of the JV interests (the "Dragging Participant") wishes to sell its entire JV interest to a bona fide arm's-length third party, the Dragging Participant may require the other Participant (the "Dragged Participant") to sell its entire JV interest on the same price-per-unit and same terms and conditions. The Dragging Participant shall give at least 21 days' written notice. Each Dragged Participant shall execute all transfer documents and take all necessary steps to complete the sale.

Tag-along right: If a Participant (the "Selling Participant") proposes to transfer more than 25% of its JV interest to a third party, each other Participant (the "Tag-Along Participant") shall have the right to require the Selling Participant to procure that the proposed transferee acquires the Tag-Along Participant's JV interest on the same price-per-unit and terms. The Selling Participant shall give at least 15 business days' notice; the Tag-Along Participant must elect within 10 business days.

Shotgun buy-sell mechanism: At any time after the third anniversary of this Agreement, either Participant (the "Initiating Participant") may serve a written notice on the other Participant (the "Receiving Participant") setting out a price per unit at which the Initiating Participant is prepared either to buy the Receiving Participant's JV interest at that price, or to sell the Initiating Participant's JV interest to the Receiving Participant at that price. The Receiving Participant must, within 30 days of receiving the notice, elect either to buy or to sell at the stated price. The transaction shall complete within 60 days of the election.

Exit triggers: The buy-sell mechanism above may be triggered by any of the following events: After the 5th anniversary; on the death or incapacity of a key person; on a material breach not remedied within 30 days of notice; on a deadlock that remains unresolved 60 days after mediation.

Non-compete during JV and post-exit: During the term of this Agreement, and for a period of 2 years after a Participant ceases to hold a JV interest, that Participant shall not (directly or indirectly) carry on, be engaged in, employed by, or be a consultant to any business that competes directly with the JV in the geographic area where the JV conducts business. Reasonableness is governed by the common-law test in Buckley v Tutty (1971) 125 CLR 353 and, in NSW, by the Restraints of Trade Act 1976 (NSW) s. 4 (which permits courts to read down unreasonable restraints).

Deadlock resolution: A "Deadlock" occurs when the management committee cannot reach agreement on any matter requiring committee approval after two consecutive meetings, or when the Participants cannot reach agreement on any reserved matter after two attempts. Step 1: 30 days of good-faith CEO-level negotiation. Step 2: Mediation under the Resolution Institute of Australia, 30 days. Step 3: Shotgun buy-sell triggered automatically. Step 4: If shotgun fails, application to the Supreme Court of NSW for winding up under Corp Act s. 461(1)(k).

Intellectual property licensing: Harbour's patent portfolio (3 patents) is licensed to the JV on a non-exclusive, royalty-free basis for the term of this Agreement and 2 years thereafter, limited to use within the JV business. Any new IP developed by or for the JV is owned by the JV. Each Participant retains its background IP. On termination, the JV grants each Participant a perpetual non-exclusive licence to use the JV-developed IP for its own non-competing purposes.