Exhibit 4.7


 


Consultant
Service Agreement


 


 


 


 


between


 


Mark
Ziirsen (ABN 27 409 001 686)


 


and


 


Naked
Brand Group Limited (ACN 619 054 938)


 


 






    	 	 	 



     


    

 


Contents





 






 




	1.	Definitions
    and Interpretation	1
	2.	Term	2
	3.	Services	3
	4.	Fees
    and Expenses	3
	5.	Relationship
    of the Parties	4
	6.	Intellectual
    Property	4
	7.	Subcontracting	4
	8.	Termination	5
	9.	Dispute
    Resolution	6
	10.	Confidentiality	6
	11.	Notices	7
	12.	General
    Provisions	8
	Signatures 	10
	Schedule
    | Particulars	11





 






    	Consultant Service Agreement

                                                                                 
	 	 



     


    

 


Consultant
Service Agreement


 


	Signed	19
    April 2021


 


Parties


 


Mark
Ziirsen (ABN 27 409 001 686) (the Consultant)





Naked
Brand Group Limited (ACN 619 054 938) (the Company)


 


Recitals


 


The
Company wishes to engage the Consultant to provide the Services.


The
Consultant has agreed to provide the Services to the Company on the terms set out in this agreement.


 


Agreed
Terms


 


	1.	Definitions
    and Interpretation


 


	1.1	Definitions


 


The
following definitions apply in this agreement:


 


Business
Day means any day (other than a Saturday, Sunday or public holiday) on which registered banks are open for general banking
business in Sydney, Australia.


 


Commencement
Date means 19 April 2021.


 


Confidential
Information means:


 


	 	(a)	the
    terms of this agreement, but not (for the avoidance of doubt) the existence of this agreement; and


 


	 	(b)	any
    non-public financial, business or commercial information relating to the other Party (in any form) which a Party may receive
    or obtain as a result of or in connection with this agreement.


 


Dispute
means any dispute arising under or relating to this agreement.


 


Fees
means the fees payable to the Consultant by the Company specified at paragraph 2 of the Schedule.


 


Intellectual
Property means all intellectual property, proprietary and industrial rights arising in connection with the Company’s
business (whether existing in statute, at common law or in equity), including:


 


	 	(a)	all
    copyright (including in source code and object code), rights in databases, know-how, trade secrets, methods (including business
    methods), technical and non-technical information, processes, characteristics, trade marks, trade names, business names, domain
    names, inventions, patents, design rights, discoveries and formulae;


 


	 	(b)	all
    improvements, enhancements, modifications or adaptations to any of the foregoing rights;


 


	 	(c)	all
    allied, similar and associated rights, whether registered or unregistered, registrable or unregistrable; and


 


	 	(d)	all
    applications to register, and all renewals of, any of the foregoing rights.


 


Key
Person means Mark Ziirsen.


 






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Nasdaq
means the stock exchange known as the “Nasdaq Capital Market” that is operated by The Nasdaq Stock Market LLC.


 


Parties
means the parties to this agreement and Party means either one of them.


 


Related
Body Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).


 


Related
Parties means, in relation to a Party:


 


	 	(a)	any
    director, officer or employee of, or professional adviser to, that Party; and


 


	 	(b)	any
    Related Body Corporate of that Party (wherever incorporated or formed).


 


Resolution
Institute means the Sydney branch of the Resolution Institute.


 


Services
means the services described at paragraph 1 of the Schedule.


 


Term
has the meaning given to it in clause 2.1.


 


	1.2	Interpretation


 


The
following rules of interpretation apply in this agreement:


 


	 	(a)	references
    to persons include natural persons, companies, and any other body corporates (wherever incorporated) and unincorporated
    bodies (wherever formed).


 


	 	(b)	references
    to the Parties include their respective executors, administrators, successors and permitted assignees.


 


	 	(c)	headings
    and subheadings have been inserted for convenience only and will not affect the interpretation of this agreement.


 


	 	(d)	references
    to this agreement means this agreement, including its Recitals and Schedule, as amended and/or replaced from time to
    time.


 


	 	(e)	references
    to clauses and the Schedule will be construed as references to clauses in and the schedule to this agreement.


 


	 	(f)	references
    to AU$ are references to Australian dollars.


 


	 	(g)	references
    to the words including, include or similar words do not imply any limitation and are deemed to have the words
    without limitation following them.


 


	 	(h)	a
    gender includes each other gender and the singular includes the plural and vice versa.


 


	 	(i)	all
    periods of time include the day on which the period commences and also the day on which the period ends.


 


	 	(j)	references
    to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in
    a visible form (including via email).


 


	 	(k)	no
    rule of construction (including the contra proferentem rule) applies to the disadvantage of a Party because that Party
    (or its relevant advisor) was responsible for the drafting of this agreement or any part of it.


 


	2.	Term


 


	2.1	Commencement
    and duration


 


This
agreement will come into effect on the Commencement Date and, unless otherwise terminated in accordance with the terms of this
agreement, will continue in force for two years from the Commencement Date and any extensions in accordance with clause 2.2 (Term).


 






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	2.2	Automatic
    Extension


 


On
the date being six months prior to the expiration of the then current Term (Automatic Extension Date), the Term will be
automatically extended by a further two years unless prior to the Automatic Extension Date a party has provided written notice
to the other party that the Term will not be extended.


 


	3.	Services


 


	3.1	Provision
    of Services


 


The
Consultant will carry out the Services in accordance with this agreement and any services reasonably incidental to the Services,
as and when required in writing by the Company and in accordance with this agreement.


 


	3.2	The
    Consultant’s obligations


 


In
its performance of the Services, the Consultant will:


 


	 	(a)	exercise
    due care and skill in accordance with best industry practice;


 


	 	(b)	carry
    out its obligations in a prompt, efficient and diligent manner;


 


	 	(c)	comply
    with the Company’s reasonable and lawful directions;


 


	 	(d)	procure
    that the Key Person is responsible and available for performing the Consultant’s obligations; and


 


	 	(e)	provide
    to the Company, and/or make itself available to discuss, all information in relation to the Services as soon as reasonably
    practicable following any written request by the Company.


 


	3.3	The
    Company’s obligations


 


The
Company agrees that it will provide all reasonable support and direction to the Consultant in order to assist the Consultant to
provide the Services.


 


	4.	Fees
    and Expenses


 


	4.1	Fees


 


In
consideration for its provision of the Services, the Company will pay to the Consultant the Fees.


 


	4.2	Invoices


 


The
Consultant will provide invoices to the Company for the Fees in the manner specified at paragraph 3 of the Schedule.


 


	4.3	Expenses


 


The
Company will reimburse the Consultant for all expenses reasonably incurred by the Consultant in performing the Services, provided
that:


 


	 	(a)	for
    any expense which exceeds the threshold set by the Company from time to time, the Company has approved in writing the scope
    or details of any such expenses before it is incurred; and


 


	 	(b)	the
    Consultant produces all relevant receipts and other documentation to the Company in respect of such expenses.


 






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	4.4	Manner
    of payment


 


The
Fees and all expenses properly incurred by the Consultant under clause 4.3 will be paid at the time and in the manner specified
at paragraph 4 of the Schedule.


 


	4.5	Tax


 


The
Consultant is solely responsible for all taxes and other levies relating to the Services (including the remittance of income tax
and GST), and the Company shall make no deductions on account of tax or any other imposition except where it may be required by
law to do so.


 


	5.	Relationship
    of the Parties


 


	5.1	Status
    of the Consultant


 


The
Parties acknowledge and agree that the Consultant is and shall at all times remain an independent contractor of the Company, and
not (and nor is the Key Person) an employee of the Company.


 


	6.	Intellectual
    Property


 


	6.1	Ownership


 


The
Consultant agrees that all Intellectual Property that is created by or on behalf of the Consultant in connection with its provision
of the Services shall vest in, and be owned by, the Company immediately upon such Intellectual Property coming into existence
(including all Intellectual Property created by the Key Person).


 


	6.2	Enforcement
    of title


 


The
Consultant agrees to take all actions as may be reasonably required by the Company to perfect or enforce the Company’s title
to the Intellectual Property, which shall include executing and delivering any document required in order to perfect or enforce
such title (including, for the avoidance of doubt, a deed of assignment of intellectual property).


 


	6.3	Enduring
    effect


 


The
Parties agree that the provisions of this clause 6 shall survive the termination of this agreement.


 


	7.	Subcontracting


 


	7.1	Restriction
    on subcontracting


 


The
Consultant shall not be permitted to subcontract any person to provide all or any part of the Services unless the subcontractor
and the relevant subcontract have first been approved in writing by the Company.


 


	7.2	Effect
    of subcontracting


 


The
entry by the Consultant into a subcontract will not relieve the Consultant from liability for the performance of any of its obligations
under this agreement. The Consultant will be fully liable to the Company for the acts and omissions of each of its subcontractors
as if they were acts or omissions of the Consultant.


 






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	8.	Termination


 


	8.1	Termination
    at the end of the Term


 


This
agreement will automatically terminate at the end of the Term (without the requirement for notice) unless it is terminated earlier
under this clause 8.


 


	8.2	Termination
    for cause


 


If
a Party commits a material breach of this agreement that:


 


	 	(a)	is
    not remediable; or


 


	 	(b)	is
    remediable, and the defaulting Party does not remedy that breach within 10 Business Days of being required to do so in writing
    by the non-defaulting Party,


 


then
the non-defaulting Party may terminate this agreement with immediate effect by giving written notice to the defaulting Party.


 


	8.3	Termination
    without cause


 


	 	(a)	Either
    Party may terminate this agreement at any time during the Term, without cause, by giving at least:


 


	 	(i)	three
    months’ written notice, during the first six months of the Term; and


 


	 	(ii)	six
    months’ written notice, thereafter,


 


to
the other Party.


 


	 	(b)	Should
    the Company decide to so terminate this agreement, it may in lieu of all or part of such notice elect to make a payment to
    the Consultant equal to the Fees in respect of the remainder of such notice period.


 


	8.4	Termination
    for insolvency


 


Either
Party may terminate this agreement with immediate effect by giving written notice to the other Party if that other Party:


 


	 	(a)	becomes
    insolvent or otherwise cannot pay its debts as and when they fall due;


 


	 	(b)	has
    a receiver, administrator or liquidator appointed in relation to all or a material part of its assets;


 


	 	(c)	commences
    negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any composition
    or arrangement with its creditors generally; or


 


	 	(d)	has
    an order made or a resolution passed for its liquidation, dissolution or winding-up.


 


	8.5	Effect
    of termination


 


Upon
termination of this agreement (for whatever reason), the following provisions shall apply:


 


	 	(a)	The
    Consultant will promptly deliver to the Company all property, materials or equipment belonging to or concerning the Company
    or any property owned by the Company which is in the Consultant’s possession or control. This shall include any and
    all documents (in any form) that relate to the Company or any property owned by it or that contains Confidential Information
    and/or Intellectual Property.


 


	 	(b)	The
    Company shall, within 5 Business Days of the date of termination, pay to the Consultant all sums due and owing to the Consultant
    under this agreement.


 






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	8.6	Accrued
    rights and obligations on termination


 


Termination
of this agreement will not affect any accrued rights or obligations of any of the Parties.


 


	8.7	Enduring
    effect


 


The
Parties agree that the provisions of this clause 8 shall survive the termination of this agreement.


 


	9.	Dispute
    Resolution


 


	9.1	Negotiation


 


The
Parties must use reasonable endeavours to resolve any and all Disputes by negotiation. If a Dispute is settled following negotiations
under this clause 9.1, such settlement shall be recorded in writing and be signed by the Parties, whereupon it shall be final
and binding on the Parties.


 


	9.2	Mediation


 


If
the Parties cannot resolve their Dispute by negotiations under clause 9.1 within 20 Business Days, a Party may, by notice to the
other, require that the Dispute be dealt with by mediation under the following terms:


 


	 	(a)	The
    mediation shall be conducted in accordance with the Resolution Institute’s standard mediation agreement then in force
    (or any protocol or mediation agreement which replaces it).


 


	 	(b)	The
    mediation shall be conducted by a mediator and at a fee agreed in writing by the Parties. Failing agreement between the Parties
    within 10 Business Days of the giving of the notice requiring mediation, the mediator will be selected and his or her fee
    determined by the chairperson for the time being of the Resolution Institute (or his or her nominee).


 


	 	(c)	The
    mediation shall take place in Sydney, Australia at such address as determined by the mediator.


 


	 	(d)	If
    the Dispute is settled at or following mediation under this clause 9.2, such settlement shall be recorded in writing and be
    signed by the Parties, whereupon it shall be final and binding on the Parties.


 


	 	(e)	The
    costs of the mediation, excluding the Parties’ own legal and preparation costs, will be shared equally by the Parties.


 


	9.3	Court
    or arbitration proceedings


 


No
Party may initiate or commence court or arbitration proceedings relating to a Dispute unless it has complied with the procedure
set out in this clause 9, provided that application may still be made to the courts:


 


	 	(a)	for
    interlocutory relief;


 


	 	(b)	to
    recover a debt payable; or


 


	 	(c)	to
    enforce a settlement agreed to by the Parties under clause 9.1 or 9.2.


 


	10.	Confidentiality


 


	10.1	Confidentiality
    obligations


 


Except
as permitted in this clause 10, no Party will disclose or communicate to any third party any Confidential Information.


 






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	10.2	Disclosure
    to Related Parties


 


Each
Party may disclose Confidential Information to its Related Parties, but only if the Related Party to whom disclosure is made has
agreed in writing to adhere to that Party’s confidentiality obligations under this clause 10. The Parties agree that they
will be wholly responsible for all acts and omissions of their Related Parties concerning any Confidential Information disclosed
to them.


 


	10.3	Limits
    on obligations


 


A
Party will not have to observe any duty of confidentiality concerning Confidential Information that:


 


	 	(a)	the
    other Party gives its prior written consent to the disclosure of;


 


	 	(b)	is
    required to be disclosed by law or any legislative or regulatory authority;


 


	 	(c)	is
    required to be disclosed or announced in accordance with the listing rules or continuous disclosure rules of any recognised
    securities exchange including under the NASDAQ Stock Market Rules;


 


	 	(d)	is
    necessary to be disclosed to enable a Party to perform its obligations under this agreement; or


 


	 	(e)	at
    the time of disclosure is in, or subsequently enters, the public domain otherwise than by breach of any duty of confidentiality
    under this agreement.


 


	10.4	Survival
    of termination


 


The
restrictions in this clause 10 will continue to apply after the termination of this agreement.


 


	11.	Notices


 


	11.1	Written
    notice


 


All
notices and other communications to be given under this agreement must be in writing and be addressed to the Party to whom it
is to be sent at the physical address or email address from time to time designated by that Party in writing to the other Party
for such purpose.


 


	11.2	Designated
    addresses


 


Until
any other designation is given, the physical address and email address of each Party is as follows:


 


	The
        Consultant

        Address:
        41/123-125 Macquarie Street, Sydney NSW 2000

        Attention:
        Mark Ziirsen

        Email:
        mziirsen@optusnet.com.au
	 	The
        Company

        Address:
        Unit 7, 35-39 William Street, Double Bay NSW 2028

        Attention:
        Justin Davis-Rice

        Email:
        justin@jadrcorp.com



 


	11.3	Deemed
    delivery


 


Any
notice or communication given under this agreement shall be deemed to have been received:


 


	 	(a)	at
    the time of delivery, if delivered by hand;


 


	 	(b)	3
    Business Days after the date of mailing, if sent by ordinary post or courier within Australia;


 


	 	(c)	10
    Business Days after the date of mailing, if posted, couriered or delivered from overseas; and


 


	 	(d)	if
    sent by email, on the date and time at which it enters the recipient’s information system, as evidenced (if required
    by the recipient, where delivery is disputed) in a confirmation of delivery report from the sender’s information system
    which indicates that the email was sent to the email address of the recipient.


 






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	11.4	Delivery
    after hours and on non-Business Days


 


Any
notice or communication received or deemed received after 5.00pm or on a day which is not a Business Day in the place to which
it is delivered, posted or sent will be deemed not to have been received until the next Business Day in that place.


 


	12.	General
    Provisions


 


	12.1	Entire
    agreement


 


This
agreement constitutes the entire agreement and understanding of the Parties relating to the matters dealt with in this agreement
and supersedes and extinguishes any previous agreement (whether oral or written) between the Parties in relation to such matters.
Nothing in this clause 12.1 operates to limit or exclude any liability for fraud.


 


	12.2	Capacity


 


Each
Party warrants to the other Party that:


 


	 	(a)	it
    has full power and authority to enter into this agreement;


 


	 	(b)	all
    consents, authorisations and approvals that are necessary or required for that Party in connection with the signing of this
    agreement, and the assumption of rights and obligations under it, have been obtained or effected; and


 


	 	(c)	the
    signing, delivery and performance of this agreement does not constitute a breach of any law or obligation by which that Party
    it is bound and which would prevent it from entering into or performing its obligations under this agreement.


 


	12.3	Payments


 


All
sums payable under this agreement must be paid:


 


	 	(a)	in
    Australian dollars, unless this agreement expressly states otherwise;


 


	 	(b)	in
    cleared funds;


 


	 	(c)	into
    the bank account specified in writing by the recipient of the payment; and


 


	 	(d)	free
    and clear of any restriction, condition, set-off, deduction or withholding (except as required by law).


 


	12.4	Assignment


 


Neither
Party will assign or transfer, or purport to assign or transfer, any of their rights or obligations under this agreement without
the prior written consent of the other Party (such consent shall not be unreasonably or arbitrarily withheld or delayed).


 


	12.5	No
    waiver


 


No
Party will be deemed to have waived any right under this agreement unless the waiver is in writing and signed by that Party.


 


	12.6	Amendments


 


This
agreement may not be amended or varied in any way unless such amendment or variation is made in writing and signed by each Party.


 






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	12.7	Severability


 


If
any provision of this agreement is found by a court or other competent authority to be void or unenforceable, such provision will
be deemed to be deleted from this agreement and the remaining provisions of this agreement will continue in full force and effect.


 


	12.8	Rights
    and remedies


 


Unless
otherwise expressly provided in this agreement, the rights and remedies set out in this agreement are in addition to, and not
in limitation of, any other rights and remedies under or relating to this agreement (whether at law or in equity), and the exercise
of one right or remedy will not be deemed a waiver of any other right or remedy.


 


	12.9	No
    right of set-off


 


No
Party has any right of set-off, withholding or deduction from or against a payment due to the other Party.


 


	12.10	Counterparts


 


This
agreement may be signed and delivered in any number of counterparts, including by way of electronic transmission where a Party
signs a counterpart and sends it as a PDF to the other Party by email. All such counterparts, when taken together, shall constitute
one and the same instrument and, notwithstanding the date of signing, will be deemed to bear the date of this agreement.


 


	12.11	Electronic
    signing


 


A
Party may sign this agreement by way of the application of that Party’s electronic signature.


 


	12.12	Governing
    law and jurisdiction


 


This
agreement, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual
claims), will be governed by and construed in accordance with the laws of New South Wales, Australia and the Parties irrevocably
submit to the non-exclusive jurisdiction of the courts of Australia for any matter arising under or relating to this agreement
or its subject matter or formation or the relationships established by it (including non-contractual claims).


 






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Signatures


 


	Signed
    by Mark Ziirsen:	 	 
	 	 	 
	 	 	 
	Signature	 	 





 


	Signed
        for and on behalf of

        Naked
        Brand Group Limited:
	 	 
	 	 	Signature

         

	JUSTIN
    DAVIS-RICE	 	DIRECTOR
	Name	 	Position


 






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Schedule
| Particulars


 


	1.	Services


 


Chief
Financial Officer (CFO)


 


The
Consultant agrees to procure that the Key Person acts as CFO of the Company and provides the following services.


 


DESIRED
OUTCOMES:


 


	 	●	Quickly
    builds credibility and a reputation as a genuine partner to the CEO in delivering both top and bottom line improvements, through
    organic growth strategy and, where relevant, M&A and / or strategic alliances.
	 	●	Continue
    to promote and drive a results oriented ethos across the business and the finance function, ensuring that targets are met,
    if not surpassed.
	 	●	Demonstrate
    a strong operations focus that explores, challenges and capitalises on opportunities for improvement, innovation, investment
    and growth.
	 	●	Provide
    support and advice to the board, including ensuring best practice corporate governance and enterprise risk management.


 


CFO
SERVICES:


Strategy
– Work with the CEO, Board and management to establish attainable short and long term goals and activities that allow
the company to meet and exceed its annual and multi-year financial objectives.


 


CEO
Partner – Act as the “right-hand” partner to the CEO, continuing to guide pursuit of enterprise valuation
objectives and help hold management accountable for performance; serve as the CEO’s key executive in strategic financial
and funding matters, including interactions with investors, outside financial parties and advisors and key executives from other
external companies.


 


Functional
Leadership – Build a rejuvenated finance organization and team, one consistent with the need for deeper and more proactive
analytic efforts in pursuit of business excellence; lead, mentor, measure and appraise the team to ensure stellar capabilities
are in operation at all levels. This will enable the CFO and the finance organization overall to more fully and effectively partner
with management and functional operations to ensure they have the necessary financial tools and intelligence to develop, manage
and measure their respective business and functional plans.


 


Reporting
and Analytics – Ensure finance has the processes and systems, and sense of urgency to provide accurate and timely report
in all areas to satisfy both compliance requirements and management and Board needs. In particular, this means a need to focus
on management accounting and reporting, and to predict/articulate/analyse the notable business trends and supply chain economics.
This will mean the business has the granular financial information to understand the effectiveness of spend in various areas,
as well as help to better predict and direct where the value impact will be from operational improvement initiatives, and to pre-empt
negative financial impacts and prioritize corrective actions.


 


Key
project delivery – Help the CEO deliver on the major investment and development projects, including by monitoring cash
flow for these critical initiatives and helping to ensure resources are directed to the right projects so cost benefits are achieved.
Assist management and board to uncover additional performance improvement opportunities to realise specific objectives related
to overall strategic priorities


 


Board
Support – Ensure the Board has the information and analysis it requires to deliver on its duties and responsibilities;
develop monthly and annual financial summaries and presentations for the Board and Audit Committee and execute additional analysis
and reports as required.


 






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Financing
– Ensure compliance and effective risk management of the company’s capital structure; maintain close working relationships
with investors, bankers/lenders and other domestic and international financial partners and, when necessary, secure the necessary
financing to support the business; more general support corporate development, including potential acquisition analysis as well
as the structuring and negotiation of agreements. Preparation of prospectus and registration statements as and where required.


 


Treasury
and Tax – Oversee the development and execution of foreign exchange, hedging and international currency management policies
to effectively manage the company’s significant foreign exchange exposure; drive tax minimization; direct the cash management
function, ensuring the organization has adequate cash levels to operate effectively.


 


Enterprise
Risk – Identify areas of risk exposure and work with management to develop and implement enterprise risk management
strategies; ensure appropriate insurance coverage to protect the assets of the company and protect against the financial ramifications
of business interruptions.


 


Audit
and compliance - Manage Groups regulatory responsibilities, maintain effective and productive relations with external auditors
and provide required support to the Audit & Risk Committee.


 


Investor
Relations


 


IT
support and systems – Ensure and maintain appropriate IT support and systems that are fit for purpose and meets the
Group’s evolving requirements.


 


COMPANY
SECRETARIAL SERVICES:


 


Perform
the duties and responsibilities of a Company Secretary as required by the Corporations Act (CA), the Company’s Constitution,
US Securities and Exchange Commission (SEC) and any other relevant legislation or regulation by:


 


	 	●	Ensuring
    that the Company complies with its statutory obligations under any relevant laws and regulations
	 	 	 
	 	●	Statutory
    records:



 




	 	○	maintain
    registers, including share and warrant registers
	 	 	 
	 	○	ensure
    requisite retention of documents and records


 





	 	●	Ensuring
    completion and lodgement of statutory forms/returns and reporting under the CA, SEC and other relevant legislation/regulation,
    including:


 





	 	○	annual
    accounts
	 	 	 
	 	○	annual
    returns
	 	 	 
	 	○	change
    in Directors, secretaries
	 	 	 
	 	○	SEC
    and NASDAQ filings


 





	 	●	Ensuring
    compliance with the ‘continuous disclosure’ requirements of the CA, SEC and NASDAQ
	 	 	 
	 	●	Board
    meetings:


 





	 	○	arrange/co-ordinate,
    including developing annual calendar
	 	 	 
	 	○	set
    agenda
	 	 	 
	 	○	compile
    and circulate papers to Directors prior to meetings



 






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	 	○	take
    minutes
	 	 	 
	 	○	initiate
    and direct action to give practical effect to decisions


 





	 	●	Recording
    (and advise ASIC where necessary) declarations/conflicts of interest of Directors, including in relation to securities held
    in the Company
	 	 	 
	 	●	Assisting
    with/attend to signing of contracts and other documentation in connection with administrative matters
	 	 	 
	 	●	Ensuring
    adherence with the Company’s Constitution
	 	 	 
	 	●	Assist
    the Chairman and Directors in the conduct of meetings and their directorial and governance obligations and responsibilities
	 	 	 
	 	●	Carry
    out other duties related to the corporate administration of the Company including establishing a timetable of corporate actions
    required during the year pursuant to CA and SEC prepare a company secretarial report to the Board of Directors’ meetings
    covering such areas as:


 





	 	○	share/shareholder
    statistics
	 	 	 
	 	○	disclosure
    reports/ASIC and/or SEC or NASDAQ filings
	 	 	 
	 	○	Directors’
    interests
	 	 	 
	 	○	usage
    of Common Seal
	 	 	 
	 	○	changes
    in applicable laws/regulations


 





	 	●	Corporate
    governance:


 





	 	○	prepare
    and update charters for committees
	 	 	 
	 	○	write
    briefing papers
	 	 	 
	 	○	arrange
    meetings
	 	 	 
	 	○	take
    minutes


 





	 	●	Annual
    accounts:


 





	 	○	assist
    with compilation
	 	 	 
	 	○	provide
    information for Directors’ Reports & Notes


 





	 	●	Ensure
    timely lodgement with ASIC, SEC and others
	 	 	 
	 	●	Annual
    report:


 





	 	○	prepare
    sections covering ASIC requirements
	 	 	 
	 	○	generally
    assist with compilation
	 	 	 
	 	○	ensure
    timely lodgement with ASIC and arrange distribution to shareholders


 





	 	●	General
    meetings:





 


	 	○	arrange
    AGM (and any other extraordinary general meetings)
	 	 	 
	 	○	give
    due notice
	 	 	 
	 	○	prepare
    agenda
	 	 	 
	 	○	compile
    briefing notes for Chairman to conduct meeting



 






    	Consultant Service Agreement
	 	Page 13

 


     


    

 


	 	○	manage
    proxy votes, corporate representatives
	 	 	 
	 	○	take
    minutes


 





	 	●	Advise
    Board and support Directors through election process
	 	 	 
	 	●	Provide
    guidance to Directors, CEO and management on various matters including:


 





	 	○	trade
    practices/consumer laws
	 	 	 
	 	○	environmental
    matters
	 	 	 
	 	○	workplace,
    health and safety
	 	 	 
	 	○	employment
    laws
	 	 	 
	 	○	superannuation


 





	 	●	Maintaining
    member and share/options registries and arranging issuance, allotment, notification under CA of shares & issues pursuant
    to option plans where required
	 	 	 
	 	●	Managing
    dividend payments as required.


 


	2.	Fees


 


AU$350,000
per annum (plus GST if applicable).


 


To
encourage and reward exceptional service performance, the Company’s Compensation Committee and the Consultant will, within
a reasonable time after the Commencement Date, agree a set of key performance criteria for the Consultant (KPIs).


 


The
Company’s Compensation Committee, at their sole discretion, may approve incentive payments based upon the achievement of
KPIs for the relevant financial year, to be payable after the end of the financial year.


 


	3.	Invoices


 


Invoices
for the Fees are to be provided by the Consultant to the Company on a monthly basis in 12 equal instalments.


 


	4.	Payment
    of Fees and Expenses


 


The
Consultant will be paid by the Company (in accordance with clause 12.3) on or before the 20th day of the month following
receipt of the Consultant’s monthly invoice and expenses incurred under clause 4.3.


 






    	Consultant Service Agreement
	 	Page 14