APPENDIX LIST. 4. Proposed resolution for privileges for marina berth owners (clause 36.6)

APPENDIX LIST 1. Covenants (Clause 14.1) 2. Disclosed information (Clauses 1.1 and 30.11) 3. By-laws (Clause 36.2) 4. Proposed resolution for privileges for marina berth owners (clause 36.6) 5. Proposed resolution for privileges for certain lot owners (clause 36.7) 6. Proposed form of articles (clause 36.11) 7. Plan (Recital C) 8. Estate Plan (Recital E) 1 of 47

APPENDIX 1 Land Title Act Land Title Act REGISTRAR-GENERAL S DIRECTIONS ISTRAR-GENERAL S DIRECTIONS Section 106 C V LODGED AT THE REGISTRAR-GENERAL S OFFICE ON.. AT.. BY.. CORRECTION TO FEE RECEIPT NORTHERN TERRITORY OF AUSTRALIA Commissioner of Taxes use only CREATION OF COVENANT The owner of the land burdened covenants with the owner of the land benefiting in respect of the covenant described. (NOTES 1 3) LAND BURDENED Register Volume Folio Location Lot Description CUFT Town of Darwin Plan Unit (NOTE 4) OWNER OF THE LAND BURDENED (NOTE 5) LAND RECEIVING BENEFIT Register Volume Folio Location Lot Description CUFT Town of Darwin LOT 5988 Plan Unit (NOTE 6) OWNER OF THE LAND RECEIVING BENEFIT DOVER INVESTMENTS PTY LTD A.C.N. 009 637 914 (NOTE 7) DESCRIPTION COVENANT OF To comply with the covenants attached hereto and labelled "Covenants Bayview" (NOTE 8). EXECUTED by the Owner of the land burdened by the covenant on (Date). In the presence of: Witness: Signed by Ken McNaught as attorney for and on behalf of the Owner of the land receiving the benefit of the covenant under power of attorney 342152 on (Date). Signature of attorney In the presence of:. Signature of witness (NOTE 9) 2 of 47

Registered on........ Print name, telephone number and qualification of witness At....... 3 of 47

CONSENT OF REGISTERED MORTGAGEES (NOTE 10) Instrument type:. Instrument type:. Instrument No:.. Name of Parties: I the registered proprietor of the interest shown above consent to the registration of this instrument. Signed:.. (Date): In the presence of:.. Name of Witness:. Address or Telephone No.:. Instrument No: Name of Parties:.. I the registered proprietor of the interest shown above consent to the registration of this instrument. Signed: (Date):. In the presence of:. Name of Witness: Address or Telephone No.:. COVENANTS To comply with the provisions contained in Memorandum of Common Provisions recorded in the Register as LTO No: Additional Covenants: To comply with the covenants attached hereto and labelled "Covenants - Bayview". SCHEDULE OF NOTES 1. This instrument can be lodged as an original only or in duplicate. It must be typed or completed in ink or biro. Alterations to information entered on the form should be crossed out (nor erased or obliterated by painting over) and initialled by the parties. 2. This instrument must include a description or sketch plan sufficient to identify the lot or part of the lot or part of the lot to be benefited by the covenant and the lot or part of the lot to be burdened by the covenant. 3. If there is insufficient space in any panel use the space above or an annexure sheet (Form 95). 4. Volume and Folio references must be given together with complete parcel description. The certificates of titles for both the land being benefited by the covenant and the land being burdened by the covenant(if issued) must be produced. 5. Insert full name of the owner of the land burdened by the covenant. Include an address only if the address differs to that shown on the Certificate as to Title. 6. Volume and Folio references must be given together with complete parcel description. The certificates of titles for both the land being benefited by the covenant and the land being burdened by the covenant must be produced. 7. Insert full name of the owner of the land receiving the benefit of the covenant. Include an address only if the address differs to that shown on the Certificate as to Title. 8. Insert a description of the covenant. 9. Persons who may witness this document are a Commissioner for Oaths, a member of the Legislative Assembly, a legal practitioner within the meaning of the Legal Practitioners Act, a person holding office under the Supreme Court Act, the Justices Act, the Local Court Act or the Registration Act, a member of the Police Force, a person licensed as a conveyancing agent or real estate agent under the Agents Licensing Act, a Notary Public and any other person approved by the Registrar-General. A witness to an instrument executed by an individual must first: take reasonable steps to ensure that the individual is the person entitled to sign the instrument; have the individual execute the document in the presence of the witness; and not be a party to the instrument. After signing, witnesses must legibly write, type or stamp their names and contact address or telephone number below their signature. 4 of 47

For a corporation, an instrument must be executed in a way permitted by law or sealed with the corporation s seal in accordance with the Law of Property Act, Section 48. For witnessing of instruments executed outside the Northern Territory refer to Schedule 1 of the Land Title Act and the Registrar-General s Direction. 10. The instrument of covenant must include the consents of all registered mortgagees of the lot burdened by the covenant. 5 of 47

COVENANTS BAYVIEW ESTATE DEVELOPMENT LOTS THE PARTY NAMED on the first page of these covenants next to the heading "OWNER OF THE LAND BURDENED" (the "Owner Owner"): A. As the registered proprietor of an estate in fee simple in the land described on the first page of these covenants next to the heading "LAND BURDENED" (the "Land Land") subject to the mortgages, encumbrances, covenants and other instruments affecting the Land created prior to the lodging of this instrument for registration, including any created by dealings lodged prior thereto; B. Acknowledging that this instrument is desired for the orderly and quality development of the subdivision of Bayview, of which the Land forms part, in accordance with the aims and wishes of Dover from time to time; C. Acknowledging that the covenants herein are reasonably necessary for the purpose of recital B above and for the benefit of other land in Bayview and the proprietors of other land in Bayview; HEREBY COVENANTS AND AGREES AS FOLLOWS: Covenants 1. The Owner separately covenants with: Dover and in favour of the Estate Management Corporation (as defined herein), any assignee of Dover pursuant to clause 3.1 or clause 3.4 and each and every person claiming under or from Dover as purchaser of any part of Bayview; and in accordance with Division 4 of Part 9 of the Law of Property Act 2000 each person from time to time having an interest in land falling within the definition of "Bayview"; to observe and comply with these covenants so far as they relate to the Land, and to the intent that without limiting the foregoing: (i) (ii) the burden of these covenants by the Owner run with and bind the Land and every part thereof; and the benefit of these covenants by the Owner are annexed to and devolve with each and every part of Bayview, including the common property of any part of Bayview arising pursuant to the Unit Titles Act, other than the Land. Application to registered proprietor 2.1 It is the intention of the parties that these covenants shall be binding on and apply from time to time to such person or persons being the registered proprietor of the Land at that time. 6 of 47

2.2 In accordance with clause 2.1 the Owner shall be released and discharged from these covenants upon the Owner ceasing to be registered as the proprietor of the Land and complying with clause 7 hereof. Assignment 3.1 Dover may assign any or all of its right, title and interest in or under these covenants (including those rights and powers in the Schedule) to: a successor in title to Dover to the land in Bayview, who is nominated for the purpose of this clause by advertisement in a newspaper generally available for sale in Darwin; or the body corporate established under section 27 of the Unit Titles Act in respect of any part of Bayview (the "Estate Management Corporation"); or Bayview Haven Holdings Pty Ltd (ACN 082 667 098). 3.2 No consent is required for the assignment and notice of the assignment, if required, shall be deemed to be sufficiently and properly given (in addition to any other means available by law) if made by advertisement in a newspaper generally available for sale in Darwin. 3.3 An assignee pursuant to clause 3.1 may exercise any of the powers or rights of Dover in these covenants (including the power of assignment in clause 3.1) as if a reference to Dover herein was a reference to that assignee. 3.4 Where Dover has not made an assignment pursuant to clause 3.1 and it ceases to be the registered proprietor of any land in Bayview, by this clause: the right, title and interest of Dover under these covenants (including in the Schedule) shall be assigned to; and the powers and rights of Dover herein (including the power of assignment in clause 3.1) shall exercisable by; Bayview Haven Holdings Pty Ltd (as if a reference to Dover herein was a reference to that company). Waiver, release, modification of covenants 4. Any or all of these covenants may be waived, released or modified in whole or part by Dover in its absolute discretion. Covenants in relation to other land 5. Dover may: waive, release or modify in whole or in part any or all covenants affecting; sell with any or no covenants, or such covenants as may be waived, released or modified from time to time; any of the land (other than the Land) forming part of Bayview without the consent or approval of the Owner (and without having the effect of releasing the Owner from these covenants), other than where to exercise such power would result in a radical alteration in the development of the residential housing lots in Bayview contemplated by the covenants herein. 7 of 47

Breach or default 6.1 Upon breach or default of any of these covenants by the Owner, Dover: may give notice in writing of such breach or default and require the same to be remedied within 28 days; shall be entitled (but not obliged), if such a notice is given but the breach or default not remedied, to do all things and pay all monies necessary or expedient in the opinion of Dover to make good (to the extent desired by Dover) or attempt to make good (to the extent desired by Dover) such breach or default. 6.2 All moneys paid or liabilities incurred by Dover under clause 6.1 shall payable by the Owner to Dover as a debt due on demand. 6.3 The Owner irrevocably authorises and licences Dover, with or without workmen and others, to enter upon the Land and into any improvement made to the Land at any time for the purpose of exercising its rights under clause 6.1. 6.4 A notice can be given in respect of more than one breach or default or a breach or default of more than one covenant, and a failure to remedy all such breaches or defaults or to remedy all such covenants, shall be a failure to remedy to which clause 6.1 applies. 6.5 A right under clause 6.1 includes removing all or part of any Building Constructed on the Land. 6.6 These covenants may be pleaded and produced by way of estoppel and defence to any action, application or demand by the Owner for damages, costs or other relief, or any action or prosecution by any person, (including for trespass), in respect of the exercise by Dover of its rights under clause 6.1, or in support of any application by Dover for an injunction or similar relief. Disposal of land 7. The Owner shall not, unless consent in writing to so do is obtained from Dover or its solicitors, dispose of, or agree to dispose of, its interest in the Land without requiring and, subject to Dover so doing, procuring the proposed acquirer of such interest entering into direct covenants with Dover in identical terms as are contained in these covenants, including this covenant. Interpretation 8. In these covenants (including the Schedule, which forms part of these covenants): unless inconsistent with the context in which it appears, a reference to, and obligations of, the "Owner" includes a reference to, and obligations of, its successors and assigns, and persons deriving title to the Land; a reference to, and benefits accruing to, Dover, includes a reference to, and benefits accruing to, its successors and assigns (including any assignee pursuant to clause 3.1 or 3.4); where more than one person is within the description of "Owner": (i) a reference to the "Owner" is a reference to each and all of such persons; 8 of 47

(ii) (iii) the covenants by and obligations of "Owner" are made by and bind each such person jointly and severally; and each such person takes the benefit jointly and severally of any covenant in favour of the "Owner". (d) (e) (f) (g) (h) (i) a reference to these covenants include the requirements and covenants in the Schedule, and each covenant is deemed to be a separate and independent covenant, and the invalidity or unenforceability of any one or more covenants by or against any person shall not thereby affect any of the other covenants; a reference to "Bayview" includes any land which is added to or forms part of the development, including the estate development under the Unit Titles Act, based on Lot 5988 Town of Darwin and includes any land which has at any time formed part of Lot 5988 Town of Darwin or the subdivision thereof; a reference to the Unit Titles Act, the Law of Property Act, the Land Title Act or the Building Act (or any section thereof) includes any subsequent amendment to those respective Acts; and any replacement Acts (and any equivalent sections thereof); and a reference to Land includes any part of the Land, including as subdivided or otherwise dealt with under the Unit Titles Act; the whole of the Land is burdened by these covenants and the whole of the land falling within the definition of "Bayview" is benefitted by these covenants, notwithstanding the description of the land on the first page of these covenants next to the heading "LAND RECEIVING BENEFIT"; where for any reason ("Restricting Factor") including by operation of law, any or all of clauses 1,, (i), or (ii) cannot take effect in respect of all of these covenants, they shall be read down and restricted to the extent necessary so that they apply to such of these covenants as the Restricting Factor does not affect. 9 of 47

SCHEDULE PART A - GENERAL S1. In this Schedule and in the covenants contained herein and in the covenants of which this Schedule forms part: "Bayview Design Guidelines" means those plans, drawings, guidelines, specifications, principles and concepts issued and amended by Dover from time to time relating to the proposed nature of development of Bayview, including without limitation: the nature, size, location and specification of Buildings on any particular lot or on the whole or part of Bayview; the nature of materials (including whether new or second hand) to be used in the Construction of any Building; the colour of any Building; visibility of Buildings from the street frontage, the Waterway or public places; and the prohibition of any particular Buildings. "Building Building" includes (without limitation) any of the following, whether a fixture or not: a dwelling, garage or carport or garden shed; a shade cover or pergola; a fence or retaining wall; a swimming pool, spa, tennis court or other outdoor recreational facility; a satellite dish or antenna; any poles to support flood lights or spot lights; a jetty or mooring; all pathways and hard standing area, including a driveway; the physical elements of the landscaping, including all deep and shallow planting; earthworks involving a cut or fill in excess of 100mm in depth, and includes repairs (including painting or changing colours), alterations or additions to same. Common Property means that part of the Estate Development which is common property within the meaning of the Unit Titles Act. "Construct Construct" means to construct, erect, install, place on, alter, add to or remove and includes any excavation to the Land; and grammatical derivations have a corresponding meaning. "Estate Development" means the estate development as defined in the Unit Titles Act of which the Land forms part. 10 of 47

"Mooring Area" means that part of the Land bounded by the revetment wall (within the Land) and the Common Property and which is, or is constructed to be, covered with water for the general purpose of use by watercraft. "Waterway Waterway" means that part of the Estate Development which is, or is Constructed to be, covered with water for the general purpose of use by watercraft, and unless inconsistent with the context in which it appears, includes the island within that area. S2. The Owner shall not use the Land for any purpose unless such use shall be: permitted and lawful under and in accordance with laws from time to time in force affecting the Land; and in accordance with and as permitted by these covenants. S3.1. The Owner shall in respect of the Mooring Area comply with the by-laws made and in force from time to time pursuant to sections 26ZD or 26ZE of the Unit Titles Act as apply to the Common Property as though: the Mooring Area was Common Property; such by-laws were set out in full in these covenants by the Owner in favour of Dover, the Estate Management Corporation and any assignee of Dover. S3.2 Where these covenants and the by-laws both deal with the same subject matter, the Owner shall comply with the obligations in and requirements of both these covenants and the bylaws, except where to do so would result in a breach of these covenants, in which case the Owner shall comply with the by-laws to the extent to which such does not result in a breach of these covenants. S4. The Owner shall: (d) (e) (f) maintain the Land in a clean and tidy condition; rectify any damage (including to any landscaping) to any other part of Bayview (including nature strips, kerbing and trees) caused by the Owner or any person engaged by the Owner or working on the Land; not use or permit land in the vicinity of the Land to be used by or for the Owner in respect of any Construction on the Land (including without limitation storage of materials or disposal of waste); not conduct an activity or perform an action which causes or is likely to cause pollution, or put or leave refuse, litter or waste in or on the Land or any other part of Bayview other than in bins for the purpose of disposal of such material; utilise industrial bins for the disposal of all industrial and other waste arising from any use of the Land, including, without limitation, Construction on the Land; and be responsible for, and shall ensure compliance by, any builder or other person employed or engaged by the Owner in respect of the above covenants. 11 of 47

S5. Other than the state of the Land at the date hereof divided into the Mooring Area and the rest of the Land or other than Land zoned other than R0 or R1 under the Darwin Town Plan as at the date hereof:- (d) the Land is not to be subdivided; the Construction, use or existence of more than one dwelling is prohibited; the division of the Land or any Building into parts for, or available for, separate occupation or use is prohibited (provided that the provision of accommodation for a dependant relative of the Owner of the Land or to a person for no consideration is permitted); and the provisions of more than one electricity and water service to the Land is prohibited. PART B MOORING AREA S6. The Owner shall not Construct, commence to Construct, or make application under the Building Act to Construct, a Building in on or over the Mooring Area: (d) other than a mooring facility of a type and size approved by Dover (provided that no Building whatsoever is permitted in respect of a lot to which clause S26 applies); and without applying to Dover for approval for such Construction; and without the prior written approval of Dover; and other than strictly in accordance with all of the conditions of such approval (including Constructing only in accordance with plans and specifications as approved in writing by Dover). S7.1 Other than where S7.2 applies, the Owner shall only use the Mooring Area and permit the Mooring Area to be used as a berth for, or mooring for, a single watercraft, and for no other purpose. S7.2 In respect of Land zoned other than R0 or R1 under the Darwin Town Plan as at the date hereof, the Mooring Area for such Land shall not be used for any purpose other than as a berth for, or mooring for, the number of watercraft specified by Dover in writing (and in the absence of notification, the number is one). S8. Other than where clause S26 applies, Dover or the Estate Management Corporation shall not be obliged to provide any mooring facilities or other infrastructure for mooring or ancillary purposes. S9. The Owner shall not conduct an activity or perform an action that causes or is likely to cause pollution, or put or leave litter, refuse or waste, including, without limitation, oil, bilge or waste water, to enter in, on or upon the water in or adjacent to the Mooring Area, or do or allow anything which would or is capable of polluting the water in or adjacent to the Mooring Area. 12 of 47

PART C - DESIGN GUIDELINES AND OTHER OBLIGATIONS S10. In this Part C, a reference to the Land is to that part of the Land other than the Mooring Area. S11. The Owner shall not Construct, commence to Construct, or make application under the Building Act to Construct, a Building or Buildings in, on or over the Land: without applying to Dover for approval for such Construction; without the prior written approval of Dover; and other than strictly in accordance with all of the conditions of such approval (including Constructing only in accordance with plans as approved in writing by Dover). S12. In seeking approval from Dover under clause S6 or clause S11, the Owner shall provide such details and plans as are necessary for Dover to consider such application (and shall provide such information as reasonably required by Dover) including as applicable without limitation: (d) (e) (f) (g) (h) (i) (j) plans of the proposed Building(s) detailing all elevations and dimensions of any such Building(s), including the total floor area (both open and fully enclosed) thereof of all floor levels; plans indicating the relative position of any such Building(s) in relation to all boundaries of the Land; plans indicating the location of all windows and doors forming part of such Building(s); the position and dimensions of all carparking spaces, fences and driveways to be provided or Constructed upon the Land; a schedule of the materials from which the Building(s) is (or are) to be constructed; the proposed uses to which the Building(s) will be put; details of all alterations, amendments, additions or renovations and such other details of external appearance of Buildings as is necessary to indicate the architectural style; details and plans of all site works (including as to fencing excavation filling or retaining walls); proposed landscaping of the Land not forming part of any Building; and as are referred to in or required by the Bayview Design Guidelines from time to time. S12A.If an application is made by the Owner pursuant to clause S11 which does not comply with the Bayview Design Guidelines, and by reason thereof Dover is required to reconsider the application, or to consider a subsequent application, Dover shall be entitled to recover the cost of so doing, and the Owner shall be liable to pay such costs at the time of lodging the application for reconsideration or lodging the subsequent application for consideration. 13 of 47

S13. In considering an application by the Owner under clause S6 or S11 Dover shall not: fail to respond within a reasonable time; unreasonably refuse or withhold approval; or impose unreasonable conditions in relation to approval. S14. A failure to give approval, or the imposition of a condition, will not be unreasonable if any proposed Building, or any materials to be used or any other feature or aspect of any proposed Building is considered by Dover not to be consistent with: the Bayview Design Guidelines in the case of an application under clause S11; or the development, appearance or amenity of (any part of) Bayview in the case of an application under clause S11; or the plans annexed hereto in the case of an application under clause S6. S15. Without limiting clauses S6, S11 or S13, the approval or conditions may relate to: (d) (e) the nature, colour, size or location of any proposed Building; materials used in the construction of any proposed Building; the external finish of any proposed Building; the size or height of any proposed Building (including any fences); a prohibition on the Construction of fences along all or part of the boundaries of the Land. S16. Dover is not bound by the Bayview Design Guidelines and may give, refuse or withhold approval or may impose conditions on any approval notwithstanding anything to the contrary in the Bayview Design Guidelines. S17. Where the Owner obtains approval to Construct a Building(s) from Dover, a change in the Bayview Design Guidelines will not invalidate such approval or result in a breach by the Owner of these covenants. S18. The Owner shall complete Construction of a dwelling on the Land (including obtaining an occupancy permit pursuant to the Building Act) within 12 months of commencing Construction and shall complete landscaping that part of the Land visible from public places, the Waterway or any street prior to occupation of the dwelling. S19. The Owner shall not reside, or allow any person to reside, on the Land other than in a Building Constructed in accordance with an approval given by Dover. S20. The Owner shall not permit vehicles, trailers, caravans, watercraft or items of mobile plant and equipment to be parked or stored: on the Land other than where the same are not visible from the street frontage/s; and 14 of 47

for any period greater than seven days on the roadway or common property adjacent to or near the Land. S21. The Owner shall not keep, or allow the use of the Land by, any animals (other than domesticated house pets) including poultry, livestock and animals ferae naturae. S22. The Owner shall not: Construct any Building on that part of the Land; plant any tree which is or will once grown be unsuitable (taking into account the revetment wall); within a three metre distance from the Mooring Area or any boundary thereto. S23. In addition to obtaining an approval by Dover, the Owner shall comply with the requirements of all laws relating to the Land and Construction of any Building. Any approval by Dover shall be subject to any such law, and shall only be an approval for the purpose of these covenants and shall not constitute a warranty by Dover that the proposed Construction or the proposed Building complies with all laws or any other requirements applicable to or obligations on the Owner. PART D AUTHORITIES AND CONSENTS S24.1.1 The Owner irrevocably hereby constitutes and appoints Dover and each and every director of Dover jointly and severally, to the exclusion of the Owner as its: (i) (ii) attorney; and proxy, with respect to the Estate Development and the Land for the purpose of:- (d) exercising the Owner's rights as a member of the Estate Management Corporation at a general meeting of the Estate Management Corporation convened to consent to any proposed sub-division the subject of any application by Dover pursuant to section 26U(1) of the Unit Titles Act by, inter alia, voting in favour of any resolution to consent to such sub-division; consenting to any orders sought by Dover from the Court pursuant to sections 26U(5) and/or 26W(3) of the Unit Titles Act; giving its consent, in the approved form, to any application by Dover to the relevant Minister pursuant to section 21FA or section 26W(1) of the Unit Titles Act; giving its consent, as a purchaser or registered proprietor of the Land or as a member of the Estate Management Corporation or otherwise, to:- (i) (ii) any change proposed or made by Dover to the plans disclosed in the contract of sale by Dover of the Land for the subdivision of the property of which the Land forms part or of the Estate Development; without limiting the foregoing, any change or proposal by Dover to:- (1) include additional land in the Estate Development which does not form part thereof at the date of the contract of sale of the Land by Dover or 15 of 47

which is not included or shown as part of Bayview in the plans of Bayview or the Estate Development as at the date of such contract of sale; (2) seek to vary any approval obtained by it in respect of the Estate Development pursuant to Part IVB of the Act by making application to the Minister pursuant to section 21FA, section 26U and/or section 26W of the Unit Titles Act; (3) otherwise vary or alter the subdivision (including the nature or layout) of the Estate Development. (e) (f) (g) voting in favour of a resolution confirming the appointment of any manager of the Common Property (and the terms and conditions thereof, including as to the grant of any lease or licence of part of the Common Property) by the Estate Management Corporation at any time whilst Dover was the proprietor of the Land, and not voting in favour of any resolution revoking the appointment thereof unless such appointment is made such that the manager and Dover, if acting in place of the Estate Management Corporation, would not be dealing with each other at arms length in respect of the appointment. voting in favour of a resolution confirming that the expenses and liabilities the subject of clause S26 are payable in accordance with that clause and not by way of contribution pursuant to section 36 of the Unit Titles Act. consenting to any orders sought by the Estate Management Corporation from the Court pursuant to section 47A(1) of the Unit Titles Act in respect of any works appropriate for the development of the Estate Development in accordance with the plans disclosed in the contract for sale of the Land by Dover. S24.1.2The Owner shall, without affecting the validity or registrability of the appointment under clause S24.1.1, upon request by Dover from time to time execute an instrument in a form suitable for registration in respect of the appointment pursuant to clause S24.1.1. S24.2The Owner shall procure, and shall from time to time execute sign deliver enter into acknowledge effect and do all such deeds agreements transfer instruments acts and things as may be requisite or may be deemed proper for the purpose of procuring, that any person or party who holds or intends to hold a registered interest in the Land from time to time in addition to the Owner, to provide to Dover in favour of Dover and each and every Director of Dover jointly and severally to the exclusion of such person or party, his, her or its: attorney with respect to the Estate Development and the Land for the purpose of:- (i) (ii) (iii) consenting to any orders sought by Dover from the Court pursuant to section 26U(5) and/or section 26W(3) of the Unit Titles Act; and giving its consent, in the approved form, to any application by Dover to the relevant Minister pursuant to section 21FA or section 26W(1) of the Unit Titles Act; giving its consent, as a purchaser or registered proprietor of the Land or as a member of the Estate Management Corporation or otherwise, to: 16 of 47

(1) any change proposed or made by Dover to the plans disclosed in the contract of sale by Dover of the Land for the subdivision of the property of which the Land forms part or of the Estate Development; (2) without limiting the foregoing, any change or proposal by Dover to: (iv) (A) (B) (C) include additional land in the Estate Development which does not form part thereof at the date of the contract of sale of the Land by Dover or which is not included or shown as part of Bayview or the Estate Development in the plans thereof at the date of such contract of sale; seek to vary any approval obtained by it in respect of the Estate Development pursuant to Part IVB of the Unit Titles Act by making application to the Minister pursuant to section 21FA, section 26U and/or section 26W of the Unit Titles Act; otherwise vary or alter the subdivision (including the nature or layout) of the Estate Development. consenting to any orders sought by the Estate Management Corporation from the Court pursuant to section 47A(1) of the Unit Titles Act in respect of any works appropriate for the development of the Estate Development in accordance with the plans disclosed in the contract for sale of the Land by Dover. proxy, with respect to the Estate Development and the Land for the purpose of: (i) (ii) (iii) exercising their rights to vote at a general meeting of the Estate Management Corporation convened to consent to the proposed sub-division the subject of an application by Dover pursuant to section 26U(1) of the Unit Titles Act by, inter alia, voting in favour of any resolution to consent to such sub-division; voting in favour of a resolution confirming the appointment of any manager of the Common Property (and the terms and conditions thereof, including as to the grant of any lease or licence of part of the Common Property) by the Estate Management Corporation at any time whilst Dover was the proprietor of the Land and not voting in favour of any resolution revoking the appointment thereof unless such appointment is made such that the manager and Dover, if acting in place of the Estate Management Corporation, would not be dealing with each other at arms length in respect of the appointment. voting in favour of a resolution confirming that the expenses and liabilities the subject of clause S26 are payable in accordance with that clause and not by way of contribution pursuant to section 36 of the Unit Titles Act. S24.3 As an alternative to clause S24.2 the Owner shall procure, and shall from time to time execute sign deliver enter into acknowledge effect and do all such deeds agreements transfer instruments acts and things as may be requisite or may be deemed proper for the purpose of procuring any person or party who holds or intends to hold a registered interest in the Land from time to time in addition to the Owner, to enter into an agreement with Dover that it shall: 17 of 47

(d) (e) (f) (g) exercise its right to vote at a general meeting of the Estate Management Corporation convened to consent to the proposed sub-division the subject of an application by Dover pursuant to section 26U(1) of the Unit Titles Act by, inter alia, voting in favour of any resolution to consent to such sub-division; consent to any orders sought by Dover from the Court pursuant to section 26U(5) and/or section 26W(3) of the Unit Titles Act; give its consent, in the approved form, to any application by Dover to the relevant Minister pursuant to section 21FA or section 26W(1) of the Unit Titles Act; give its consent, as a registered proprietor of the Land or as a member of the Estate Management Corporation or otherwise, to: (i) (ii) any change proposed or made by Dover to the plans disclosed in the contract of sale by Dover of the Land for the subdivision of the property of which the Land forms part or of the Estate Development; without limiting the foregoing, any change or proposal by Dover to: (1) include additional land in the Estate Development which does not form part thereof at the date of the contract of sale of the Land by Dover or which is not included or shown as part of Bayview or the Estate Development in the plans thereof at the date of such contract of sale; (2) seek to vary any approval obtained by it in respect of the Estate Development pursuant to Part IVB of the Unit Titles Act by making application to the Minister pursuant to section21fa, section 26U and/or section 26W of the Unit Titles Act; (3) otherwise vary or alter the subdivision (including the nature or layout) of the Estate Development; vote in favour of a resolution confirming the appointment of any manager of the Common Property (and the terms and conditions thereof, including as to the grant of any lease or licence of part of the Common Property) by the Estate Management Corporation at any time whilst Dover was the proprietor of the Land, and not voting in favour of any resolution revoking the appointment thereof unless such appointment is made such that the manager and Dover, if acting in place of the Estate Management Corporation, would not be dealing with each other at arms length in respect of the appointment; vote in favour of a resolution confirming that the expenses and liabilities the subject of clause S26 are payable in accordance with that clause and not by way of contribution pursuant to section 36 of the Unit Titles Act; and consent to any orders sought by the Estate Management Corporation from the Court pursuant to section 47A(1) of the Unit Titles Act in respect of any works appropriate for the development of the Estate in accordance with the plans disclosed in the contract for sale of the Land by Dover. S24.4 The Owner shall not do or permit any act or omission inconsistent with the grant of the power of attorney or proxy pursuant to clause S24.1.1 above, or with the obligations of the Owner pursuant to clause S24.2 or clause 24.3 above, including, without limitation, 18 of 47

attending at any meeting of the Estate Management Corporation and seeking to vote or take any other action inconsistent with, or restrictive of, the exercise by Dover of the rights and entitlements granted or accruing to it pursuant to clauses S24.1.1 and S24.2 and S2.3 above. S24.5 The Owner shall only have to comply with one of clauses S24.2 or S24.3. PART E Revetment Wall S25.1 The Owner shall not do anything to, or which may, damage or adversely effect the revetment wall forming the boundary between the Mooring Area and the rest of the Land ("the Revetment Wall"). S25.2 The Owner shall maintain and repair, and if necessary replace, the Revetment Wall. S25.3 Without limiting clause S25.1, the Owner shall comply with all the directions of the Estate Management Corporation as to maintenance, repair and replacement of the Revetment Wall. S25.4 Without limiting clause 6 of these covenants, the Owner acknowledges that the Estate Management Corporation may exercise the rights under clause 6 of these covenants in respect of the matters in clauses S25.2 and S25.3 above. PART F Payments S26.1 Where: the Land is one of Lots: (i) 6194 and 6196 (ii) 6247 and 6248 (iii) 6267 and 6268 (iv) 6310 and 6311 (v) 6351 and 6154 (each group of lots being a "Group Group"); there is a facility provided by Dover or the Estate Management Corporation for: (i) (ii) mooring a watercraft berthed in the Mooring Area of each lot forming part of a Group; and accessing the Mooring Area of each lot forming part of a Group from the balance of the Land for that lot; (such facility in each case being a "Private Marina"); and the Owner has been granted a special privilege or other right by the Estate Management Corporation to use the Private Marina for the Group of which the Owner's Land forms part with other owners of lots forming part of that Group (all such persons in respect of that facility being "Private Marina Owners"); the Owner (in common with the other Private Marina Owners) shall be liable for and shall pay for the maintenance, repair, upkeep and, if necessary, replacement of the Private Marina, and shall in accordance with such obligation pay to the Estate Management Corporation its Share of the Cost. S26.2 In clause S26.1 "its Share of the Cost" is: 19 of 47

if the Owner is part of a Group whose Private Marina is constructed to allow 3 watercraft to berth - 0.90395% of the amount determined from time to time by the Estate Management Corporation as required or appropriate to pay for the maintenance, repair, upkeep and, if necessary, replacement of the Private Marinas and the Main Marina and associated Common Property in accordance with the covenants on land within the Main Marina; if the Owner is part of a Group whose Private Marina is constructed to allow 2 watercraft to berth - 0.65677% of the amount determined from time to time by the Estate Management Corporation as required or appropriate to pay for the maintenance, repair, upkeep and, if necessary, replacement of the Private Marinas and the Main Marina and associated Common Property in accordance with the covenants on land within the Main Marina; S26.3 Without limiting clause S26.2, the amount determined thereunder may include an amount towards a sinking fund for future works in respect of the Private Marina. S26.4 The Owner acknowledges that: the obligation to make payment in respect of the Private Marina may arise other than pursuant to these covenants, and that the obligation to make payment hereunder will be satisfied to the extent that such payment is made accordingly; the other owners of lots within the Estate Development (other than the Private Marina Owners for the Private Marina) are not intended to be liable to contribute to the maintenance, repair, upkeep and, if necessary, replacement of the Private Marina. S26.5 In clause S26.1 a reference to the Estate Management Corporation includes any person delegated by the Estate Management Corporation the task specified in that clause or carrying out that task on behalf of the Estate Management Corporation. S26.6 In clause S26.2 a reference to the Main Marina is to the facility forming part of the Common Property within the Waterway serving as a marina for up to 130 lots. S26.7 Where any of the aforementioned lots has been subdivided a reference in this clause S26 to the Owner of such lot is to all of the persons collectively being owners of the subdivided parts of the Land, provided that their liability to make payment hereunder is joint and several in respect of that lot. PART G Landfill S27.1 The Owner acknowledges that certain parts of Bayview (which may include the Land), comprise, inter alia, reclaimed land and land which may also have a salinity level that is higher than average and shall ensure that: all footings and foundations for any proposed improvements that are constructed on or over the Land are designed by an appropriately qualified and competent engineer with due regard to the soil, sub-stratum, including as to the salinity levels of the soil, and geotechnical conditions; and all such footings and foundations are constructed in accordance with the aforesaid design. 20 of 47

S28. Where the Land is one of the following lots: 7350; 6225; 6230; 6235; 6240; 6242 6243; 6248-6249; 6261; 6267; 6269; 6274 6275, the Owner: acknowledges that there is a permanent monitoring plate located below the surface of the ground on or near the boundary of the Unit, identifiable by a red marker post extending from the ground; and shall use all reasonable endeavours to ensure that neither the permanent monitoring plate nor the red marker post are moved, relocated or disturbed, without Dover s prior express permission. 21 of 47

APPENDIX 2 DISCLOSED INFORMATION (Clauses 1.1 and 30.11) DC1.1 The Estate Management Corporation has entered an agreement with the Darwin City Council ("DCC") that:- (d) (e) water overflow from the marine waterway may pass through pipes the property of DCC; DCC shall maintain such pipes; the Estate Management Corporation shall agree to contribute to the cost of maintenance, repair and replacement of such pipes in the amount and manner provided in the Agreement; the Estate Management Corporation shall agree to accept stormwater overflow into the marine waterway from certain pipes the property of DCC; and in specified circumstances the Estate Management Corporation shall indemnify DCC in respect of overflow of water, or impediment to water flow from the marine waterway including to or through the pipes referred to in. DC2.1 DC2.2 DC3. The development and use of the Property and the Land is subject to the provisions of a report on the project by the Environment Protection Unit, Conservation Commission of the Northern Territory ("Assessment Report 13") as applied by Development Permits DP 98/0218 and DP 98/0218A issued pursuant to the Planning Act 1993. It is a requirement of Development Permit DP 98/0218 that the development and use of the Property and the Land is subject to the provisions of an Environmental Management Plan (the EMP ) approved by the Department of Infrastructure Planning and Environment. The Estate Management Corporation shall be liable for all costs of ongoing compliance with the EMP and for any liability arising by reason of non-compliance with the EMP. The Common Property of the Estate Management Corporation is expected to include: a lock comprised of concrete supports, metal inner gate, metal outer gate (of 2 doors), metal tidal recharge gates (of 2 doors), 4 metal sluice gates winches and gears; recharge pump station of 2 pumps of 90kW each; boardwalk forming part of or being adjacent to the main marina area shown on the Plan; marina office and amenities block near the main marina area shown on the Plan comprising toilets, a shower, a laundry and a rubbish disposal area; sealed car park area near the main marina area; 22 of 47

lighting and power to the main marina area; and lighting of the car park area; some landscaping; the basin of the marine waterway, including the island located within the waterway; pontoons, piers and services (electrical, water and fire safety equipment) that will be located in the marina berth area and adjacent to selected private residential allotments; a sewer pumpout facility; and the portion of the revetment wall that is contiguous with the proposed park. DC4. DC5.1 DC5.2 It is anticipated that some of the construction of the Common Property will take place, in accordance with the Disclosure Statement that is or is intended to be registered on the title to each block within the Land, subsequent to the vesting of the Common Property in the Estate Management Corporation upon the registration of the Unit Titles Plan. For this purpose, the Estate Management Corporation shall grant a licence to Dover to undertake any such construction, or to arrange for another to undertake any such construction. It is a requirement of the Water Act (NT) that certain licences and permits be held to enable water to be taken from Sadgroves Creek and Darwin Harbour, circulated throughout the marine waterway and returned to Sadgroves Creek and Darwin Harbour. The following licences and permits: Permit to Construct and Alter Works; Licence to Take or Use Surface Water; and Waste Discharge Licence, are presently held by the Estate Management Corporation, and all costs of monitoring, testing, reporting and any other matters of general compliance required by the terms and conditions of, and any liability arising from, the abovementioned licences and permits or any of the provisions of the Water Act (NT) shall be the responsibility of the holder of the licence or permit. DC6. For the purposes of informing purchasers of possible development plans within the marina area, it is noted that there may be a fuelling facility, and associated vacant berths that are required for such a facility, located in the marina area. No representation is made however, as to the existence or operation of such a facility. 23 of 47

APPENDIX 3 NORTHERN TERRITORY OF AUSTRALIA BAYVIEW ESTATE BY-LAWS PART 1 PRELIMINARY 1. Citation These By-laws may be cited as the Bayview Estate By-laws. 2. Definitions and Interpretation 2.1 In these By-laws, unless the contrary intention appears: "Act Act" means the Units Titles Act, the Regulations made under the Unit Titles Act and these By-laws; "approved approved" means approved in writing by the Estate Management Corporation or by a person to whom the power to approve a matter or thing has been delegated by the Estate Management Corporation under the Act; "berth berth" means a wharf, jetty, pontoon, buoy, pile or other mooring or structure for anchoring, securing, berthing or mooring a watercraft in on or within the Waterway; "By-laws By-laws" means these by-laws; "Committee Committee" means the committee of the Estate Management Corporation; "common property" means the common property of the Estate vested in the Estate Management Corporation from time to time pursuant to the Act; "covenant covenant" means in respect of a lot, the instrument of covenant registered against that lot pursuant to the Land Title Act in favour of Dover Investments Pty Ltd; "Estate Estate" means all property the subject of Units Plan No. [2000/015] (as amended from time to time) including without limitation the common property described therein; "Estate Management Corporation" means the body corporate established pursuant to the provisions of s27 of the Act in respect of the Estate and known as "The Proprietors-Units Plan No. [2000/015]"; "fee fee" means a fee determined by the Estate Management Corporation under By-law 3; Island Island means that part of land within the Estate that is surrounded by the Waterway, and is not intended to be covered by water; "jetty jetty" means a wharf, jetty, boardwalk or other structure erected on over or within that part of the Waterway as is common property for a purpose of pedestrian access and includes all buildings and other works thereon and appurtenances thereto; 24 of 47

"lock lock" means the control mechanism, and associated structures and facilities, established at the entrance to the Waterway for the purpose of maintaining the body of water contained in the Waterway at levels from time to time considered appropriate by the Estate Management Corporation; and enabling watercrafts to enter and exit the Waterway; "lock master" means any person employed or engaged for the purpose of controlling the operation of the lock; "lock permit" means a lock permit granted under By-law 14; "lot lot" means a parcel of land (including a lot covered by water) within the Estate in respect of which a person is the holder of an estate in fee simple but excludes the common property; "Manager Manager" means a person appointed or engaged by the Estate Management Corporation pursuant to By-law 8.1; "marina marina" means a lot within the Estate situated within the Waterway which has a structure or berth providing for the mooring of more than one (1) watercraft and includes facilities provided and/or associated with a marina; "marina berth" means a berth within a marina; "mooring mooring" means the action of anchoring or securing a watercraft; "Mooring Area" means any one of: lots 1 to 130 inclusive within the Estate; and that part of any other lot within the Estate which is, or is constructed to be, covered by water for use by watercraft; and where the context permits includes the water covering such area; "owner owner" includes in relation to a lot or a part of a lot (including a Mooring Area) (i) (ii) (iii) an occupier or person in possession (whether as lessee, licensee, tenant or under any other legal title); successors in title (including a mortgage in possession); and a person who exercises, whether personally or by his or her servants and agents, a right of occupation; in relation to a vehicle the person in charge of the vehicle; in relation to a watercraft a part owner, master, charterer, occupier, licensee, agent and permit holder and the person in charge of the watercraft; "permit holder" means the holder of a lock permit; 25 of 47