Exhibit 10.34






Exhibit 10.34




	 	 	 
	

	 	201 Elizabeth Street

Sydney NSW 2000

Australia

DX 107 Sydney

Tel +61 2 9286 8000

Fax +61 2 9283 4144

www.dlaphillipsfox.com





Deed of Settlement and Release




Unilife Medical Solutions Limited

Craig Thorley

Joseph Kaal

Alan Shortall

Roger Williamson





	 	 	 
	                                                       
	 

	 	DLA Phillips Fox is a member of
	 

	 	DLA Piper Group, an alliance of
	 

	 	independent legal practices. It is a
	 

	 	separate and distinct legal entity.
	 
	 	 
	 

	 	DLA Phillips Fox offices are located
	 

	 	in Adelaide Auckland Brisbane
	 

	 	Canberra Melbourne Perth Sydney
	 

	 	and Wellington.





 












 







			
	
	 	Deed of Settlement and Release
	 	 	 






Table of contents




	 	 	 	 	 
	Parties
	 	 	1	 
	 
	 	 	 	 
	Background
	 	 	1	 
	 
	 	 	 	 
	1 Operative provisions
	 	 	2	 
	Settlement and Release
	 	 	2	 
	Release of the Parties
	 	 	4	 
	 
	 	 	 	 
	2 Conditions Precedent
	 	 	4	 
	 
	 	 	 	 
	3 Indemnity
	 	 	4	 
	 
	 	 	 	 
	4 No liability
	 	 	4	 
	 
	 	 	 	 
	5 Warranty
	 	 	5	 
	 
	 	 	 	 
	6 Bar to Action
	 	 	5	 
	 
	 	 	 	 
	7 Miscellaneous
	 	 	5	 
	Assignment
	 	 	5	 
	Costs
	 	 	5	 
	Covenant not to sue
	 	 	5	 
	Entire agreement
	 	 	5	 
	Counterparts
	 	 	6	 
	Further acts
	 	 	6	 
	Severability
	 	 	6	 
	Variation
	 	 	6	 
	Waivers
	 	 	6	 
	Confidentiality
	 	 	6	 
	Governing law and jurisdiction
	 	 	7	 
	 
	 	 	 	 
	8 Definitions and Interpretation
	 	 	7	 
	Definitions
	 	 	7	 
	 
	 	 	 	 
	Execution and date
	 	 	9	 







 


 









 







			
	
	 	Deed of Settlement and Release
	 	 	 






Parties




Unilife Medical Solutions Limited ACN 008 071 403 of Level 5, 35 Clarence Street, Sydney NSW 2000
(Unilife)



Craig Thorley of [residential address omitted]



Joseph Kaal of [residential address omitted]



Alan Shortall of [residential address omitted]



Roger Williamson of [residential address omitted]



(together the Founding Shareholders)



Background




	A	 	On 11 July 2002 Unilife entered into the Acquisition Agreement under which Unilife agreed to
acquire all of the issued share capital of Unitract.
	 
	B	 	Pursuant to clause 11 of the Acquisition Agreement, Unilife acknowledged that certain former
shareholders of Unitract would between them be entitled to be issued:






	 	•	 	10 million Shares if and when Unilife achieved the First Milestone; and






	 	•	 	a further 10 million Shares if and when Unilife achieved the Second Milestone.






	C	 	The Founding Shareholders claim to be the certain former shareholders of Unitract referred to in clause 11 of the
Acquisition Agreement.
	 
	D	 	A dispute has arisen between Unilife and the Founding Shareholders as to whether there was any time period within which the
Milestones had to be achieved by Unilife.
	 
	E	 	Unilife’s position is that the Milestones had to be achieved within 5 years following completion of the Acquisition
Agreement and if the Milestones were not achieved during that period the Founding Shareholders had no right to be issued
any Shares under clause 11 of the Acquisition Agreement.
	 
	F	 	The Founding Shareholders’ position is that there was no time limit within which the Milestones had to be met by Unilife.
	 
	G	 	As at the date of this Deed the Milestones have not been met by Unilife.
	 
	H	 	The Parties wish, without admission of liability, to settle their differences in relation to whether any time limitation
applies to the Milestones on the terms set out in this Deed.




 


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	1	 	Operative provisions





Settlement and Release





	1.1	 	Unilife understands that under the Acquisition Agreement it was contemplated that the
Founding Shareholders and George Sim were entitled to be issued Shares pursuant to clause 11
of the Acquisition Agreement on achievement of the Milestones.






	1.2	 	The Founding Shareholders jointly and severally covenant with Unilife that the understanding
of Unilife set out in clause 1.1 is not correct and that the only persons now having the
benefit of clause 11 of the Acquisition Agreement are the Founding Shareholders.






	1.3	 	Subject to clauses 1.8 and 2.1, in full and final settlement of Unilife’s obligations under
clause 11 of the Acquisition Agreement the Parties agree that the Founding Shareholders will
be entitled to be issued, subject to any Shareholder approvals required under the Listing
Rules or the Act, up to a maximum of 20 million Shares in aggregate (that is, the maximum
number of Shares that can be issued pursuant to this Deed in total is 20 million Shares) for
no monetary consideration in accordance with clause 11 of the Acquisition Agreement if the
following conditions are met by Unilife (provided that such Shares have not already been
issued pursuant to clause 1.4):






	 	1.3.1	 	10 million fully paid Shares (divided between the Founding Shareholders
in such proportions as are notified to Unilife in writing by all of the Founding
Shareholders) if Unilife earns a net profit after tax of A$6.5 million or more (as
confirmed by Unilife’s auditors) in a full financial year prior to 30 October 2014;
and






	 	1.3.2	 	20 million fully paid Shares (divided between the Founding Shareholders
in such proportions as are notified to Unilife in writing by all of the Founding
Shareholders) if Unilife earns a net profit after tax of A$12 million or more (as
confirmed by Unilife’s auditors) in a full financial year prior to 30 October 2014
(which would reduce to 10 million fully paid Shares if the right to be issued Shares
under clause 1.3.1 has already arisen due to satisfaction of the condition in clause
1.3.1).






	1.4	 	If a Change in Ownership Event occurs prior to 30 October 2014, the Founding Shareholders
will be entitled to be issued, subject to any Shareholder approvals required under the Listing
Rules or the Act, all of the Shares referred to in clause 1.3 to the extent that they have not
already been issued to them pursuant to clause 1.3. The Shares issued pursuant to this clause
1.4 will be divided between the Founding Shareholders in such proportions as are notified to
Unilife in writing by all of the Founding Shareholders.






	1.5	 	Subject to the terms of this Deed (including clause 1.8) and any Shareholder approvals
required under the Listing Rules or the Act and any disclosure document requirements under the
Act, all Shares required to be issued under clause 1.3 or 1.4 will be issued by Unilife as
soon as practicable after the right to be issued the Shares arises.




 


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	1.6	 	If Unilife does not earn a net profit after tax of A$6.5 million or more (as confirmed by
Unilife’s auditors) in any full financial year prior to 30 October 2014 the Founding
Shareholders will have no right to be issued the Shares referred to in clause 1.3.1 or 1.4
except in the case of clause 1.4 to the extent that the right has arisen prior to 30 October
2014.






	1.7	 	If Unilife does not earn a net profit after tax of A$12 million or more (as confirmed by
Unilife’s auditors) in any full financial year prior to 30 October 2014 the Founding
Shareholders will have no right to be issued the Shares referred to in clause 1.3.2 or 1.4
except in the case of clause 1.4 to the extent that the right has arisen prior to 30 October
2014.






	1.8	 	In the event that any person brings an action, suit or claim against Unilife to be issued
Shares under clause 11 of the Acquisition Agreement or any other document or representation
relating to clause 11 of the Acquisition Agreement:






	 	1.8.1	 	Unilife will be under no obligation to issue any of the Shares referred
to in clause 1.3 until such time as such action, suit or claim has been fully and
finally resolved even if the conditions in clause 1.3 have been met; and






	 	1.8.2	 	if a Change in Ownership Event occurs and the claim, suit or action has
not been fully and finally resolved by (as applicable):






	 	(a)	 	the date on which the takeover offer becomes
unconditional; or






	 	(b)	 	the record date for determining the entitlement of
Shareholders to attend and vote at the Shareholders meeting to approve the
scheme of arrangement; or






	 	(c)	 	the date of completion of the disposal of the
business of Unilife; or






	 	(d)	 	the date of completion of the acquisition of Shares
referred to in paragraph (d) of the definition of Change in Ownership
Event,






Unilife will be irrevocably and unconditionally released from any obligation to
issue any Shares pursuant to this Deed.




	1.9	 	The Parties agree that if there is an internal restructure of Unilife that results in a new
company becoming the parent company of Unilife (whether that new parent company is
incorporated in Australia or another country) this Deed will be novated to the new parent
company with the intention that all references in this Deed to Unilife (including clauses 1.3
to 1.8 inclusive) will, to the extent necessary, be deemed to be references to the new parent
company.






	1.10	 	Notwithstanding any other provision of this Deed, the Parties agree that the maximum number
of Shares that can be issued pursuant to this Deed in total is 20 million Shares.




 


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Release of the Parties





	1.11	 	The Founding Shareholders jointly and severally agree that they have no other rights
whatsoever in relation to clause 11 of the Acquisition Agreement other than those rights set
out in this Deed.






	1.12	 	The Founding Shareholders hereby jointly and severally and absolutely and irrevocably release
and forever discharge Unilife and all of its Related Bodies Corporate and their respective
officers and employees from all actions, suits, claims, demands, costs and other liabilities
of any nature whatsoever which they now or at any time may have, or, but for the execution of
this Deed, could or might have had against Unilife or any of its Related Bodies Corporate or
their respective officers and employees, in connection with or incidental to the issue of
Shares pursuant to clause 11 of the Acquisition Agreement except for the rights set out in
this Deed.






	2	 	Conditions Precedent






	2.1	 	The Parties acknowledge and agree that the terms of this Deed and the rights of the Parties
under this Deed are conditional on Shareholders approving the terms of this Deed by ordinary
resolution by no later than 30 June 2009. If Shareholders do not approve the terms of this
Deed by ordinary resolution by 30 June 2009, then this Deed will automatically terminate and
will be deemed to be void ab initio.






	3	 	Indemnity






	3.1	 	The Founding Shareholders jointly and severally indemnify and hold harmless Unilife and its
Related Bodies Corporate and their respective officers and employees against all actions,
suits, claims, losses, demands, costs and other liabilities of any nature whatsoever
(including any award of damages, interest, consequential loss of profits and all legal costs
on a full indemnity basis) which may arise or be brought by any other person (including George
Sim in his own right or in any other capacity including as a trustee of a trust) pursuant to
clause 11 of the Acquisition Agreement, any other document or representation relating to
clause 11 of the Acquisition Agreement or any other document in connection with this Deed.






	4	 	No liability






	4.1	 	The Founding Shareholders agree that the execution of this Deed by Unilife is not an
admission of any liability by Unilife or its Related Bodies Corporate or their respective
officers and employees to the Founding Shareholders or any other person in relation to the
Acquisition Agreement.




 


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	5	 	Warranty






	5.1	 	Each of the Founding Shareholders warrants that:






	 	5.1.1	 	It has taken independent legal advice as to the nature, effect and
extent of this Deed.






	 	5.1.2	 	It is not their intention to sell, transfer or otherwise dispose of any
Shares issued to them pursuant to this Deed for at least 12 months after the date of
issue of the Shares to them.






	 	5.1.3	 	It is aware that Unilife is relying on the warranties in clauses 5.1.1
and 5.1.2 in executing this Deed.






	6	 	Bar to Action






	6.1	 	The Parties each acknowledge and agree that the settlement and release provided under this
Deed may be pleaded by any Party as a bar to any action, suit or proceeding commenced now or
taken at any time by any Party or their officers or employees or any person or entity on their
behalf in relation to the claims released by this Deed.






	7	 	Miscellaneous





Assignment





	7.1	 	The Founding Shareholders cannot assign or transfer any of their rights or obligations under
this Deed without the prior written consent of Unilife.





Costs





	7.2	 	Each of the Parties shall bear and be responsible for their own costs and expenses arising
out of or in connection with the preparation, negotiation, execution and stamping of this Deed
and any other document related to this Deed.





Covenant not to sue





	7.3	 	The Founding Shareholders jointly and severally covenant with Unilife not to bring any
action, suit or proceeding for any claim, cost, damages, debt, expense, liability, loss,
allegation, demand or cause of action of any kind against Unilife or its Related Bodies
Corporate or their respective officers and employees arising out of or in any way relating to
the release in clause 1.12, other than claims expressly arising under this Deed.





Entire agreement




	7.4	 	Each Party represents to and agrees with each other Party that:






	 	7.4.1	 	this Deed sets out the entire arrangement between the Parties in respect
of the subject matter of this Deed;






	 	7.4.2	 	no Party can rely on an earlier written document or anything said or
done by or on behalf of another Party before this Deed was executed to the extent
that the earlier document or thing said or done is inconsistent with this Deed;
and




 


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	 	7.4.3	 	without limiting the generality of this clause, any promise or
representation relied upon by that Party in deciding whether or not to enter into
this Deed is fully and accurately reflected in this Deed and the settlements and
releases contained in it.





Counterparts





	7.5	 	This Deed may be executed in such counterparts as may be deemed necessary or convenient and
all such counterparts taken together shall be deemed to constitute one and the same document.





Further acts





	7.6	 	Each of the Parties must at its own expense promptly execute all documents and do or use
reasonable endeavours to cause a third party to do all things that another Party from time to
time may reasonably request in order to give effect to, perfect or complete this Deed and all
transactions incidental to it.





Severability





	7.7	 	Each provision of this Deed is individually severable. If any provision is or becomes
illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed
from this Deed in the relevant jurisdiction, but the rest of this Deed will not be affected.
The legality, validity and enforceability of the provision in any other jurisdiction will not
be affected.





Variation





	7.8	 	No variation of this Deed will be of any force or effect unless it is in writing and signed
by each Party to this Deed.





Waivers





	7.9	 	A waiver of any right, power or remedy under this Deed must be in writing signed by the Party
granting it. A waiver is only effective in relation to the particular obligation or breach in
respect of which it is given. It is not to be taken as an implied waiver of any other
obligation or breach or as an implied waiver of that obligation or breach in relation to any
other occasion.






	7.10	 	The fact that a Party fails to do, or delays in doing, something the Party is entitled to do
under this Deed does not amount to a waiver.





Confidentiality





	7.11	 	Subject to clause 7.12, the terms of this Deed are confidential and must not be disclosed to
any other person or corporation (other than a Party to this Deed or any solicitor or agent who
has acted for such Party in respect of the relevant matters) unless under compulsion of law
(including the Listing Rules) or for the purpose of enforcing the terms of this Deed.






	7.12	 	The Parties agree that Unilife will be entitled to lodge announcements setting out the terms
of this Deed with the ASX at any time and in such form as Unilife determines and also include
the terms of this Deed in any Notice of Meeting of Shareholders or disclosure document under
Chapter 6D of the Act.




 


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Governing law and jurisdiction





	7.13	 	This Deed is governed by the law of New South Wales. The Parties submit to the non-exclusive
jurisdiction of its courts and courts of appeal from them.






	8	 	Definitions and Interpretation





Definitions




	8.1	 	In this Deed the following definitions apply:






Acquisition Agreement means the Acquisition Agreement dated 11 July 2002 between Unilife,
Unitract, Craig Thorley, Joseph Kaal, Alan Shortall, Roger Williamson, Grange Consulting
Group Pty Ltd ACN 073 900 848, ASP Plastics Pty Ltd ACN 077 504 299, Andrew Hart and
George Sim.




Act means the Corporations Act 2001 (Cth).




ASX means ASX Limited or the securities market it operates, as the context requires.




Change in Ownership Event means:




	 	(a)	 	other than as part of an internal restructure of the Unilife group
(including a restructure that is effected to redomicile the Unilife group, including
by imposing a new parent company of Unilife incorporated in another country), a
takeover bid is made to the holders of Shares which becomes unconditional;






	 	(b)	 	other than as part of an internal restructure of the Unilife group
(including a restructure that is effected to redomicile the Unilife group, including
by imposing a new parent company of Unilife incorporated in another country),
pursuant to an application to the Court, the Court orders a meeting to be held in
relation to a proposed compromise or arrangement relating to Unilife for the purpose
of or in connection with a scheme for the reconstruction of Unilife or its
amalgamation with any other company;






	 	(c)	 	Unilife enters into an agreement to sell the whole, or substantially the
whole, of its business to a third party that is not a Related Body Corporate of
Unilife; or






	 	(d)	 	other than as part of an internal restructure of the Unilife group
(including a restructure that is effected to redomicile the Unilife group, including
by imposing a new parent company of Unilife incorporated in another country),
through the acquisition of Shares in Unilife a person is able to determine the
majority composition of the board of directors of Unilife.






First Milestone means Unilife earning a net profit of A$6.5 million after tax (as
determined by the auditors of Unilife) in a financial year following completion of the
Acquisition Agreement.




George Sim means George Sim in his capacity as trustee of the ELM Unit Trust.


 


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	 	Deed of Settlement and Release
	 	 	 







Listing Rules means the official listing rules of ASX as amended from time to time.




Milestones means the First Milestone and the Second Milestone.




Related Body Corporate has the meaning given to that term in the Act.




Second Milestone means Unilife earning a net profit of A$12 million after tax (as
determined by the auditors of Unilife) in a financial year following completion of the
Acquisition Agreement.




Shareholders means the shareholders of Unilife from time to time.




Share means one ordinary fully paid share in the capital of Unilife.




Unilife means Unilife Medical Solutions Limited ACN 008 071 403.




Unitract means Unitract Syringe Pty Limited ACN 101 059 723.



Interpretation




	8.2	 	In this Deed, unless the context otherwise requires:






	 	8.2.1	 	A reference in this Deed to any agreement or document is to that
agreement or document as amended, novated, supplemented or replaced from time to
time.






	 	8.2.2	 	A reference to a clause, part, schedule or attachment is a reference to
a clause, part, schedule or attachment of or to this Deed.






	 	8.2.3	 	Headings are inserted for convenience only and do not affect the
interpretation of this Deed.






	 	8.2.4	 	A reference in this Deed to dollars or A$ means Australian dollars.






	 	8.2.5	 	A reference in this Deed to any person includes a reference to any
individual, company, body corporate, association, partnership, joint venture, trust
or government agency.






	 	8.2.6	 	A reference to the word ‘include’ or ‘including’ is to be construed
without limitation.






	 	8.2.7	 	Where a word or phrase is given a defined meaning, another part of
speech or other grammatical form in respect of that word or phrase has a
corresponding meaning.






	 	8.2.8	 	A word which denotes the singular also denotes the plural, a word which
denotes the plural also denotes the singular, and a reference to any gender also
denotes the other genders.






	 	8.2.9	 	A reference to this Deed means the agreement recorded in this document.




 


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	 	Deed of Settlement and Release
	 	 	 






	 	 	 	 	 	 	 
	Execution and date
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a deed.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date: October 26, 2008
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed, sealed and delivered for and on behalf of
Unilife Medical Solutions Limited in the presence
of:

	 
/s/ Alan Shortall
	 	 	 	 

/s/ Jim Bosnjak	 	 
	 

Signature Director

	 	 	 	 

Signature of Director
	 	 
	 

Alan Shortall
	 	 	 	 

Jim Bosnjak	 	 
	 

Name of Director (print)

	 	 	 	 

Name of Director (print)
	 	 
	 
	 	 	 	 	 	 
	Signed, sealed and delivered by Craig Thorley
in the presence of:

	 
	 	 	 	 	 	 
	                                                       
	 

Signature of witness

	 	 	 	/s/ Craig Thorley 

Signature of Craig Thorley
	 	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	                                                        
	 
	 	 	 	 	 	 
	Signed, sealed and delivered by Joseph Kaal in
the presence of:

	 
	 	 	 	 	 	 
	                                                       
	 

Signature of witness

	 	 	 	/s/ Joseph Kaal 

Signature of Joseph Kaal
	 	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	                                                        






 


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	 	Deed of Settlement and Release
	 	 	 







	 	 	 	 	 	 	 
	Signed, sealed and delivered by Alan Shortall
in the presence of:

	 
	 	 	 	 	 	 
	                                                       
	  

Signature of witness

	 	 	 	/s/ Alan Shortall 

Signature of Alan Shortall
	 	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	                                                        
	Signed, sealed and delivered by Roger
Williamson in the presence of:

	 
	 	 	 	 	 	 
	                                                       
	  

Signature of witness

	 	 	 	/s/ Roger Williamson 

Signature of Roger Williamson
	 	 
	 
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 	 	 	 	 
	                                                        







 


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Notification by Founding Shareholders





			
	To:	 	Unilife Medical Solutions Limited ACN 008 071 403 of Suite 3, Level 11, 1 Chifley Square, Sydney NSW 2000 (Unilife)






			
	From:	 	Craig Thorley of 19 George Street, Largs, NSW 2320

 

Joseph Kaal of 41 James Street, Morpeth, NSW 2321

 

Alan Shortall of 120 Locust Lane, Dillsburg, PA 17019, USA

 

Roger Williamson of Flat 5, 104 Spinola Road, St Julians STJ10, Malta

 

(together the Founding Shareholders)






	1	 	Each of the Founding Shareholders hereby notifies Unilife that for all purposes under the
Deed of Settlement and Release dated 26 October 2008 between Unilife and the Founding
Shareholders (Deed of Settlement and Release) and for all other purposes, all and any Shares
(as defined in the Deed of Settlement and Release) to be issued by Unilife to the Founding
Shareholders pursuant to the Deed of Settlement and Release (whether under clause 1.3.1,
1.3.2, 1.4 or otherwise and including pursuant to any variation or amendment to the terms of
the Deed of Settlement and Release or any arrangement or agreement replacing the terms of the
Deed of Settlement and Release (including any arrangement pursuant to which Unilife agrees to
issue Shares to the Founding Shareholders as a result of a redomiciliation or proposed
redomiciliation of Unilife)) must be divided between the Founding Shareholders in the
following proportions:






	 	(a)	 	100% of any Shares issued by Unilife must be issued to Roger Williamson;
and
	 
	 	(b)	 	0% of any Shares issued by Unilife must be issued to the remaining
Founding Shareholders.






	2	 	The Founding Shareholders agree that in the event that the Deed of Settlement and Release is
novated pursuant to clause 1.9 of the Deed of Settlement and Release, then this document will
constitute notification to Unilife’s new parent company on the terms set out in paragraph 1
above for all purposes under the Deed of Settlement and Release.
	 
	3	 	The notification provided to Unilife by the Founding Shareholders in paragraph 1 of this
document is irrevocable except as notified to Unilife in writing by all of the Founding
Shareholders after the date of this document.
	 
	4	 	Each of the Founding Shareholders warrants to each other Founding Shareholder and to Unilife
that it has taken independent legal advice as to the nature, effect and extent of this
document.




 


 









 





Execution and date




Executed as a deed.




Date: October 27, 2009




	 	 	 	 	 	 	 
	Signed, sealed and delivered by Craig Thorley in the presence of:
	 
	 	 	 	 	 	 
	/s/ Stephen Allan

	 	 
	 	/s/ Craig Thorley
	 	 
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	 	Signature of Craig Thorley	 	 
	 
	 	 	 	 	 	 
	Stephen Allan
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed, sealed and delivered by Joseph Kaal in the presence of:
	 
	 	 	 	 	 	 
	/s/ Stephen Allan

	 	 	 	/s/ Joseph Kaal	 	 
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	 	Signature of Joseph Kaal	 	 
	 
	 	 	 	 	 	 
	Stephen Allan
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed, sealed and delivered by Alan Shortall in the presence of:
	 
	 	 	 	 	 	 
	/s/ Stephen Allan

	 	 	 	/s/ Alan Shortall	 	 
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	 	Signature of Alan Shortall	 	 
	 
	 	 	 	 	 	 
	Stephen Allan
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of witness (print)
	 	 	 	 	 	 






 


 









 





	 	 	 	 	 	 	 
	Signed, sealed and delivered by Roger Williamson in the presence of:
	 
	 	 	 	 	 	 
	/s/ Gina Little

	 	 	 	/s/ Roger Williamson	 	 
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	 	Signature of Roger Williamson	 	 
	 
	 	 	 	 	 	 
	Gina Little
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of witness (print)