Exhibit 4.1


 





 



 


IMMURON LIMITED


 


(ABN 80 063 114 045)


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF
AMERICAN DEPOSITARY SHARES


 


Amended and Restated Deposit
Agreement


 


Dated as of ___________,
2017


 





 



 




     


     


    

 


AMENDED AND RESTATED DEPOSIT
AGREEMENT


         


AMENDED AND RESTATED
DEPOSIT AGREEMENT dated as of ___________, 2017, among IMMURON LIMITED, incorporated under the laws of the Commonwealth of Australia
(herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all
Owners and Holders from time to time of American Depositary Shares issued hereunder.


 








WITNESSETH:




 


WHEREAS,
the Company and the Depositary entered into a deposit agreement dated as of  December 13, 2007
(the “Prior Deposit Agreement”) for the purposes stated in that agreement;


 


WHEREAS, the Company
and the Depositary now wish to amend the Prior Deposit Agreement and the form of Receipt to reflect that the American Depositary
Shares are listed on the NASDAQ Global Market and the Company has become a reporting company under the Securities Exchange Act
of 1934, as amended, and to provide additional disclosure language regarding the conversion of foreign currency;


 


WHEREAS, the Company
desires to provide, as hereinafter set forth in this Amended and Restated Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary
for the purposes set forth in this Amended and Restated Deposit Agreement, for the creation of American Depositary Shares representing
the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares;
and


 


WHEREAS, the American
Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Amended and Restated Deposit Agreement;


 


NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated
as follows:


 


		ARTICLE 1.	DEFINITIONS



 


The following definitions
shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:


 












     


     


    

  


		SECTION 1.01	American Depositary Shares.



 


The term "American
Depositary Shares" shall mean the securities created under this Deposit Agreement representing rights with respect to the
Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.
The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of
1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and
uncertificated American Depositary Shares. Each American Depositary Share shall represent the number of Shares specified in Exhibit
A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change
in Deposited Securities covered by Section 4.08 with respect to which additional American Depositary Shares are not delivered,
and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.


 


		SECTION 1.02	CHESS



 


The term "CHESS"
shall mean the Clearing House Electronic Subregister System.


 


		SECTION 1.03	Commission.



 


The term "Commission"
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


		SECTION 1.04	Company.



 


The term "Company"
shall mean Immuron Limited, organized under the laws of the Commonwealth of Australia, and its successors.


 


		SECTION 1.05	Custodian.



 


The term "Custodian"
shall mean the principal Melbourne, Victoria, Australia offices of Australia and New Zealand Banking Group Ltd, Hongkong Bank of
Australia and National Australia Bank Limited as agents of the Depositary for the purposes of this Deposit Agreement, and any other
firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or
additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.


 


		SECTION 1.06	Deliver; Surrender.



 


(a) The term "deliver",
or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry transfer of those Shares
or other Deposited Securities to an account maintained by CHESS or an institution authorized under applicable law to effect transfers
of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing those
Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer
to, the person entitled to that delivery.


 




     


     


    

  


(b) The term "deliver",
or its noun form, when used with respect to American Depositary Shares, shall mean (i) book-entry transfer of American Depositary
Shares to an account at DTC designated by the person entitled to such delivery evidencing American Depositary Shares registered
in the name requested by that person (ii) registration of American Depositary Shares not evidenced by a Receipt on the books of
the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming
that registration or (iii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the
Depositary to the person entitled to such delivery of one or more Receipts.


 


(c) The term "surrender",
when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares
to the DTC account of the Depositary, (ii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender
American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Corporate Trust Office of one
or more Receipts evidencing American Depositary Shares.


 


		SECTION 1.07	Deposit Agreement.



 


The term "Deposit
Agreement" shall mean this Amended and Restated Agreement, as the same may be amended from time to time in accordance with
the provisions hereof.


 


		SECTION 1.08	Depositary; Corporate Trust Office.



 


The term "Depositary"
shall mean The Bank of New York, a New York banking corporation, and any successor as depositary hereunder. The term "Corporate
Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this
Deposit Agreement is 101 Barclay Street, New York, New York 10286.


 


		SECTION 1.09	Deposited Securities.



 


The term "Deposited
Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation Shares that have not been successfully delivered upon surrender of American Depositary Shares, and
any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time
held under this Deposit Agreement, subject as to cash to the provisions of Section 4.05.


 


		SECTION 1.10	Dollars.



 


The term "Dollars"
shall mean United States dollars.


 




     


     


    

  


		SECTION 1.11	DTC.



 


The term "DTC"
shall mean The Depository Trust Company or its successor.


 


		SECTION 1.12	Foreign Registrar.



 


The term "Foreign
Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other agent of the Company for the transfer and registration of Shares, including without limitation any
securities depository for the Shares.


 


		SECTION 1.13	Holder.



 


The term "Holder"
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for
its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.


 


		SECTION 1.14	Owner.



 


The term "Owner"
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for such
purpose.


 


		SECTION 1.15	Receipts.



 


The term "Receipts"
shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary Shares, as the same may
be amended from time to time in accordance with the provisions hereof.


 


		SECTION 1.16	Registrar.



 


The term "Registrar"
shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, that is appointed by the
Depositary to register American Depositary Shares and transfers of American Depositary Shares as herein provided.


 


		SECTION 1.17	Restricted Securities.



 


The term "Restricted
Securities" shall mean Shares, or American Depositary Shares representing Shares, that are acquired directly or indirectly
from the Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain of transactions
not involving any public offering, or that are subject to resale limitations under Regulation D under the Securities Act of 1933
or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company,
or that would require registration under the Securities Act of 1933 in connection with the offer and sale thereof in the United
States, or that are subject to other restrictions on sale or deposit under the laws of the United States or Australia, or under
a shareholder agreement or the articles of association or similar document of the Company.


 




     


     


    

  


		SECTION 1.18	Securities Act of 1933.



 


The term "Securities
Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.


 


		SECTION 1.19	Shares.



 


The term "Shares"
shall mean ordinary shares of the Company, that are validly issued and outstanding and fully paid, nonassessable and that were
not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided,
however, that, if there shall occur any change in nominal value, a split-up or consolidation or any other reclassification or,
upon the occurrence of an event described in Section 4.08, an exchange or conversion in respect of the Shares of the Company, the
term "Shares" shall thereafter also mean the successor securities resulting from such change in nominal value, split-up
or consolidation or such other reclassification or such exchange or conversion.


 


		ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER
AND SURRENDER OF AMERICAN DEPOSITARY SHARES



 


		SECTION 2.01	Form of Receipts; Registration and Transferability
of American Depositary Shares.



 


Definitive Receipts shall
be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary
and countersigned by the manual signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt
shall be registered and (y) all American Depositary Shares delivered as hereinafter provided and all registrations of transfer
of American Depositary Shares shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a
proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, notwithstanding
that such person was not a proper officer of the Depositary on the date of issuance of that Receipt.


 




     


     


    

  


The Receipts may be endorsed
with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of
this Deposit Agreement as may be required by the Depositary or required by the Depositary or the Company to comply with any applicable
law or regulations thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which
American Depositary Shares may be listed or quoted or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited
Securities or otherwise. American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments
of transfer, shall be transferable as certificated registered securities under the laws of New York. American Depositary Shares
not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary
and the Company, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute
owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have
any obligation or be subject to any liability under this Deposit Agreement to any Holder of a Receipt unless such Holder is the
Owner thereof.


 


		SECTION 2.02	Deposit of Shares.



 


Subject to the terms
and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to
any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory
to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance
with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary
to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares
representing such deposit.


 


No Share shall be accepted
for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental
body in Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary,
Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable,
are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which
will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive
other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of
such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.


 




     


     


    

  


At the request, risk
and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person,
the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been
given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein
specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required
under the Company's articles of association or similar document or applicable law or regulation and evidence to the Custodian for
deposit hereunder.


 


Upon each delivery to
a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian
shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing
title as may be required under the Company's articles of association or similar document or applicable law or regulation to the
Company or the Foreign Registrar, electronically or otherwise, if applicable, for transfer and recordation of the Shares being
deposited in the name of the Depositary or its nominee or such Custodian or its nominee.


 


Deposited Securities
shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.


 


		SECTION 2.03	Delivery of American Depositary Shares.



 


Upon receipt by any Custodian
of any deposit pursuant to Section 2.02 hereunder, together with the other documents required as specified above, such Custodian
shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order American Depositary Shares
are deliverable in respect thereof and the number of American Depositary Shares to be so delivered. Such notification shall be
made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission
(and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in
its sole discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been
recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or
such Custodian or its nominee). Upon receiving such notice from such Custodian, or upon the receipt of Shares or evidence of the
right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall
deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect
of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of such American
Depositary Shares as provided in Section 5.09, and of all taxes and governmental charges and fees payable in connection with such
deposit and the transfer of the Deposited Securities.


 




     


     


    

  


		SECTION 2.04	Registration of Transfer of American Depositary Shares;
Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.



 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares on its transfer books
from time to time, upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments
of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall deliver
those American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting
a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 


The Depositary, upon
surrender of a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel that Receipt and
send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares
that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt,
instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for
the purpose of exchanging for certificated American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing
the same number of certificated American Depositary Shares.


 


The Depositary, may appoint
one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations
and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled
to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.


 


		SECTION 2.05	Surrender of American Depositary Shares and Withdrawal
of Deposited Securities.



 


Upon surrender at the
Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided
in Section 5.09 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the
Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary
Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by
those American Depositary Shares. Such delivery shall be made, as hereinafter provided, without unreasonable delay.


 




     


     


    

  


A Receipt surrendered
for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer
in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a written order directing
the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons
designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject
to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of
the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities
represented by the surrendered American Depositary Shares, except that the Depositary may make delivery to such person or persons
at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented
by those American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time
be held by the Depositary.


 


At the request, risk
and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the Depositary shall direct
the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates,
if applicable, and other proper documents of title for, the Deposited Securities represented by the American Depositary Shares
(evidenced by such Receipt, if applicable) to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such
direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.


 


		SECTION 2.06	Limitations on Delivery, Transfer and Surrender of
American Depositary Shares.



 


As a condition precedent
to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares
or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced
by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees as herein provided, may require (a) the production of proof satisfactory to it as to the identity and genuineness
of any signature, (b) compliance with any laws or regulations, relating to depositary receipts in general or to the withdrawal
or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the
Depositary to assure compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such
reasonable procedures, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement, including,
without limitation, this Section 2.06.


 




     


     


    

  


The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer
of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary
Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action
is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in this Deposit Agreement,
the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only
to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable,
or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of
fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the
American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under this Deposit Agreement any Shares which would be required to be registered under the
provisions of the Securities Act of 1933 for public offer and sale in the United States, unless a registration statement is in
effect as to such Shares for such offer and sale.


 


		SECTION 2.07	Lost Receipts, etc.



 


In case any Receipt shall
be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution
for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt.
Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner
thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice
that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable
requirements imposed by the Depositary.


 


		SECTION 2.08	Cancellation and Destruction of Surrendered Receipts.



 


All Receipts surrendered
to the Depositary shall be cancelled by the Depositary. Cancelled Receipts shall not be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose. The Depositary is authorized to destroy Receipts so cancelled.


 




     


     


    

  


		SECTION 2.09	Pre-Release of American Depositary Shares.



 


Notwithstanding Section
2.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release").
The Depositary may, pursuant to Section 2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary
Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares
or Shares are to be delivered, that such person, or its customer, owns the Shares or American Depositary Shares to be remitted,
as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate,
(c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are
outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder;
provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.


 


The Depositary may retain
for its own account any compensation received by it in connection with the foregoing.


 


		SECTION 2.10	DTC Direct Registration System and Profile Modification
System



 


(a) Notwithstanding the
provisions of Section 2.04, the parties acknowledge that the Direct Registration System ("DRS") and Profile Modification
System ("Profile") shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS
is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary
Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile
is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares,
to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those
American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization
from the Owner to register such transfer.


 


(b) In connection with
and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will
not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting
a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding
any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall
apply to the matters arising from the use of the DRS. The parties agree that the Depositary's reliance on and compliance with instructions
received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement shall not constitute negligence
or bad faith on the part of the Depositary.


 




     


     


    

  


		ARTICLE 3.	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN
DEPOSITARY SHARES



 


		SECTION 3.01	Filing Proofs, Certificates and Other Information.



 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, evidence of the number of Shares beneficially owned or any other matters
necessary or appropriate to evidence compliance with the Corporations Law of Australia, the Foreign Acquisitions and Takeovers
Act 1975, the Constitution of the Company and exchange control regulations, as indicated to the Depositary by the Company, or such
information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem necessary or proper or as the Company may reasonably
instruct in writing the Depositary to require. The Depositary may withhold the delivery or registration of transfer of American
Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery
of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations
and warranties made. Each Owner and Holder agrees to provide any information requested by the Company or the Depositary pursuant
to this Section 3.01.


 


		SECTION 3.02	Liability of Owner for Taxes.



 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any Deposited
Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of
such American Depositary Shares to the Depositary. The Depositary may, and upon receipt of instructions from the Company shall,
refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those
American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the
account of the Owner thereof any part or all of the Deposited Securities represented by those American Depositary Shares, and may
apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge
and the Owner of such American Depositary Shares shall remain liable for any deficiency.


 




     


     


    

  


		SECTION 3.03	Warranties on Deposit of Shares.



 


Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and proper evidence of title
therefor, if applicable, are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent
that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted
under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American
Depositary Shares.


 


		SECTION 3.04	Disclosure of Interests.



 


The Company may from
time to time request Owners to provide information as to the capacity in which such Owners own or owned American Depositary Shares
and regarding the identity of any other persons then or previously interested in such American Depositary Shares and the nature
of such interest. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to this Section
3.04. The Depositary agrees to comply with reasonable written instructions received from the Company requesting that the Depositary
forward any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary.
To the extent that provisions of or governing any Deposited Securities or the rules or regulations of any governmental authority
or securities exchange or automated quotation system may require the disclosure of beneficial or other ownership of Deposited Securities,
other Shares and other securities to the Company or other persons and may provide for blocking transfer and voting or other rights
to enforce such disclosure or limit such ownership, the Depositary shall use its reasonable efforts to comply with Company's instructions
in respect of any such enforcement or limitation.


 


		ARTICLE 4.	THE DEPOSITED SECURITIES



 


		SECTION 4.01	Cash Distributions.



 


Whenever the Depositary
shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.05, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees
and expenses of the Depositary as provided in Section 5.09) to the Owners entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the
Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution
an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the American Depositary Shares
representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to
the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to the appropriate governmental
agency in Australia all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such
information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports
with governmental agencies. Each Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and their respective
directors, employees, agents and affiliates for, and hold each of them harmless against, any claim by any governmental authority
with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced withholding at source
or other tax benefit received by it.


 




     


     


    

  


		SECTION 4.02	Distributions Other Than Cash, Shares or Rights.



 


Subject to the provisions
of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than a distribution described in Section
4.01, 4.03 or 4.04, the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges,
in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in
any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that
if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for
any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account
of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to
be distributed to Owners or Holders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public
or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of
the fees and expenses of the Depositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled
thereto, all in the manner and subject to the conditions described in Section 4.01. The Depositary may sell, by public or private
sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay
it fees and expenses in respect of that distribution.


 


		SECTION 4.03	Distributions in Shares.



 


If any distribution upon
any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled
thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively,
an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution,
subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon
issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section
4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09 (and the Depositary may sell, by public
or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution). The
Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the
Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional
American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional
American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby.


 




     


     


    

  


		SECTION 4.04	Rights.



 


In the event that the
Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares
or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights
available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners
or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to
any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights
to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible
to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom
it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such
Owner, warrants or other instruments therefor in such form as it deems appropriate.


 


In circumstances in which
rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise
the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available
to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to
permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion
are reasonably required under applicable law.


 


If the Depositary has
distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to Section
2.03 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the
second paragraph of this Section, such deposit shall be made, and Deposited Securities shall be delivered, under depositary arrangements
which provide for issuance of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under such laws.


 




     


     


    

  


If the Depositary determines
in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights,
warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined
it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses
of the Depositary as provided in Section 5.09 and all taxes and governmental charges payable in connection with such rights and
subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because
of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


The Depositary will not
offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration
statement under the Securities Act of 1933 with respect to such rights or underlying securities or to endeavor to have such a registration
statement declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there
has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution
to such Owner is exempt from such registration.


 


The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.


 


		SECTION 4.05	Conversion of Foreign Currency.



 


Whenever the Depositary
or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment
of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the
Depositary shall convert or cause to be converted by sale or in any other manner that it may determine such foreign currency into
Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any
warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard
to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or
otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09.


 




     


     


    

  


If such conversion or
distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.


 


If at any time the Depositary
shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable
basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is
required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license
is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion
may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners
entitled to receive the same.


 


If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners entitled thereto.


 


The Depositary may convert
currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor,
broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it
will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying
or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained
in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that
the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations
under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon request.


 




     


     


    

  


		SECTION 4.06	Fixing of Record Date.



 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each American Depositary Share, or whenever the Depositary shall find it reasonably necessary, the Depositary shall fix a record
date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii)
responsible for any fee or charge assessed by the Depositary pursuant to this Deposit Agreement, or (b) on or after which each
American Depositary Share will represent the changed number of Shares.


 


Subject to the provisions
of Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall
be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution
or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively
and to give voting instructions and to act in respect of any other such matter.


 


		SECTION 4.07	Voting of Deposited Securities.



 


Upon receipt of notice
of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall,
as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from
the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to
any applicable provision of Australian law and of the articles of association or similar document of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented
by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given.


 


Upon the written request
of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary
shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented
by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote
or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with
such instructions.


 


There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior
to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in the preceding paragraph.


 


In order to give Owners
a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the
Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such meeting
and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.


 




     


     


    

  


		SECTION 4.08	Changes Affecting Deposited Securities.



 


Upon any change in nominal
value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, or upon the redemption
or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary
or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited
Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing
Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant
to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend
in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.


 


Immediately upon the
occurrence of any such split-up, consolidation or any other reclassification covered by this Section 4.08 in respect of Deposited
Securities, the Company shall notify the Depositary in writing of such occurrence and may instruct the Depositary to give notice
thereof, at the Company's expense, to Owners in accordance with Section 5.06 of the Deposit Agreement.


 


		SECTION 4.09	Reports.



 


The Depositary shall
make available for inspection by Owners at its Corporate Trust Office any reports and communications, including any proxy soliciting
material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and
(b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also, upon written
request by the Company, send to the Owners copies of such reports furnished by the Company pursuant to Section 5.06.


 


		SECTION 4.10	Lists of Owners.



 


Promptly upon request
by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses
and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered on the books
of the Depositary.


 




     


     


    

  


		SECTION 4.11	Withholding.



 


In the event that the
Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable to pay such taxes or charges and the Depositary shall distribute the net proceeds
of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively. The Depositary shall forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies.


 


		ARTICLE 5.	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY



 


		SECTION 5.01	Maintenance of Office and Transfer Books by the Depositary.



 


Until termination of
this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New
York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance
with the provisions of this Deposit Agreement.


 


The Depositary shall
keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary
Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter
related to this Deposit Agreement or the American Depositary Shares.


 


The Depositary may close
the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties
hereunder.


 


If any American Depositary
Shares are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act
as Registrar or appoint a Registrar or one or more co-registrars for registry of such American Depositary Shares in accordance
with any requirements of such exchange or exchanges or systems.


 


The Company shall have
the right, at all reasonable times, toinspect transfer and registration records of the Depositary, the Registrar and any co-transfer
agents or co-registrars and to require such parties to supply copies of such portions of their records as the Company may reasonably
request.


 




     


     


    

  


		SECTION 5.02	Prevention or Delay in Performance by the Depositary
or the Company.



 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any
Owner or Holder (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or
any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system, or by reason
of any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision
of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God
or war or terrorism or other circumstances beyond its control, the Depositary or the Company (or any of their respective directors,
officers, employees, agents or affiliates) shall be prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities
it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any
Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders, or (v) for any special,
consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution
pursuant to Section 4.01, 4.02, or 4.03, or an offering or distribution pursuant to Section 4.04, or for any other reason, such
distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse.


 


		SECTION 5.03	Obligations of the Depositary, the Custodian and the
Company.



 


The Company, its directors,
officers, employees, agents and affiliates assume no obligation nor shall any of them be subject to any liability under this Deposit
Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit
Agreement without negligence or bad faith.


 


The Depositary, its directors,
officers, employees, agents and affiliates assume no obligation nor shall any of them be subject to any liability under this Deposit
Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited
Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without
negligence or bad faith.


 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of
the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares
for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.


 




     


     


    

  


The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.


 


The Depositary shall
not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in Australia in
connection with or arising out of book-entry settlement of Deposited Securities or otherwise.


 


The Depositary shall
not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.


 


No disclaimer of liability
under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.


 


		SECTION 5.04	Resignation and Removal of the Depositary.



 


The Depositary may at
any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.


 


The Depositary may at
any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon the later of (i) the
90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of
such appointment as hereinafter provided.


 


In case at any time the
Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary,
which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary
shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request
of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor
and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly
mail notice of its appointment to the Owners.


 




     


     


    

  


Any corporation into
or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing
of any document or any further act.


 


		SECTION 5.05	The Custodians.



 


The Custodian shall be
subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian
may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days
prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting
hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which
shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or
custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall
deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment,
an acceptance of such appointment satisfactory in form and substance to the Depositary.


 


Upon the appointment
of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair
the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request
of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and
complete power and authority as agent hereunder of such successor depositary.


 


		SECTION 5.06	Notices and Reports.



 


On or before the first
date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities,
or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the
offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the
form given or to be given to holders of Shares or other Deposited Securities.


 


The Company will arrange
for the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications
which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary
will arrange for the mailing, at the Company's expense, of copies of such notices, reports and communications to all Owners. The
Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the
Depositary from time to time, in order for the Depositary to effect such mailings.


 




     


     


    

  


The Company represents
that as of the date of this Deposit Agreement, the statements in Article 11 of the Receipt with respect to the Company’s
obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, are true and correct.
Upon the declaration of effectiveness by the Commission of a registration statement under the Securities Act of 1933 the Company
agrees to promptly notify the Depositary upon becoming aware of any change in its obligation to in the truth of any of those statements.


 


		SECTION 5.07	Distribution of Additional Shares, Rights, etc.



 


If the Company or any
affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution
starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from
U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires,
or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel,
the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that
counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities
Act of 1933 in effect that will cover that Distribution.


 


Nothing in this Section
5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a
registration statement under the Securities Act of 1933 in respect of any such securities or rights.


 


In the event of any issuance
of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act
of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register
such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional
securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit
for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company
may reasonably request in writing.


 


The Company agrees with
the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will
at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate,
unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the
Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares
will be eligible for public resale in the United States without further registration under the Securities Act of 1933.


 




     


     


    

  


		SECTION 5.08	Indemnification.



 


The Company agrees to
indemnify the Depositary, its directors, officers, employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing
or collecting such indemnity and the fees and expenses of counsel) which may arise out of or in connection with (a) any registration
with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or
(b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the Receipts,
as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective
directors, officers, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad
faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.


 


The Depositary agrees
to indemnify the Company, its directors, officers, employees, agents and affiliates and hold them harmless from any liability or
expense (including, but not limited to the fees and expenses of counsel) which may arise out of acts performed or omitted by the
Depositary or its Custodian or their respective directors, officers, employees, agents and affiliates due to their negligence or
bad faith.


 


		SECTION 5.09	Charges of Depositary.



 


The Company agrees to
pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar in accordance with agreements in writing entered
into between the Depositary and the Company from time to time.


 




     


     


    

  


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.03), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as
are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery
of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender of American Depositary Shares pursuant to
Section 2.05 or 6.02, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made
pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution
of securities pursuant to Section 4.02, such fee being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of
this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary
to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof)
for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause
9 below and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents
of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be payable at the sole discretion
of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash
distributions).


 


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to
Owners that are obligated to pay those fees.


 


The Depositary, subject
to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.


 


		SECTION 5.10	Retention of Depositary Documents.



 


The Depositary is authorized
to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted
by the laws or regulations governing the Depositary unless the Company requests that such papers be retained for a longer period
or turned over to the Company or to a successor depositary.


 


		SECTION 5.11	Exclusivity.



 


The Company agrees not
to appoint any other depositary for issuance of American or global depositary shares or receipts so long as The Bank of New York
is acting as Depositary hereunder, subject to the Company's rights under Section 5.04 of this Deposit Agreement.


 


		SECTION 5.12	List of Restricted Securities Owners.



 


From time to time, the
Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities
who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise
in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The
Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.


 




     


     


    

  


		ARTICLE 6.	AMENDMENT AND TERMINATION



 


		SECTION 6.01	Amendment.



 


The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company
and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment
which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration
of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every
Owner and holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary
Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the
Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.


 


		SECTION 6.02	Termination.



 


The Company may at any
time terminate this Deposit Agreement by instructing the Depositary to mail a notice of termination to the Owners of all American
Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise
terminate this Deposit Agreement if at any time 30 days shall have expired after the Depositary delivered to the Company a written
resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section
5.04; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding
at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will,
upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary
Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to
him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this
Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received
with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the
account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement,
and any applicable taxes or governmental charges).


 




     


     


    

  


At any time after the
expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and
may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under this Deposit
Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares
that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to
such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement,
except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender
of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of
this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary under Sections 5.08 and 5.09. The obligations of the Depositary under Section 5.08 shall survive the termination
of this Deposit Agreement.


 


		ARTICLE 7.	MISCELLANEOUS



 


		SECTION 7.01	Counterparts.



 


This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute
one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be
open to inspection by any Owner or Holder during business hours.


 


		SECTION 7.02	No Third Party Beneficiaries.



 


This Deposit Agreement
is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.


 




     


     


    

  


		SECTION 7.03	Severability.



 


In case any one or more
of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby.


 


		SECTION 7.04	Owners and Holders as Parties; Binding Effect.



 


The Owners and Holders
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance of American Depositary Shares or any interest therein.


 


		SECTION 7.05	Notices.



 


Any and all notices to
be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to Immuron Limited, Suite 1, 1233 High Street, Armadale, Victoria, Australia 3143,
or any other place to which the Company may have transferred its principal office with notice to the Depositary.


 


Any and all notices to
be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable,
telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York
10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its
Corporate Trust Office with notice to the Company.


 


Any and all notices to
be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for
American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address designated in such request.


 


Delivery of a notice
sent by mail or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid,
in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received
by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.


 




     


     


    

  


		SECTION 7.06	Submission to Jurisdiction; Appointment of Agent
for Service of Process; Jury Trial Waiver.



 


The Company hereby (i)
irrevocably designates and appoints Delaney Corporate Services Ltd., 99 Washington Avenue, Suite 805A, Albany, New York 12210,
Tel: (518) 465-9242, Fax (518) 465-7883 as the Company's authorized agent, upon which process may be served in any suit or proceeding
arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement,
(ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or
proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution
and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further
agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding
or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and
effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made
by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder,
and service so made shall be deemed completed five (5) days after the same shall have been so mailed.


 


EACH PARTY TO THIS DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING
WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


		SECTION 7.07	Waiver of Immunities.



 


To the extent that the
Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process
or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may
at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and
consents to such relief and enforcement.


 




     


     


    

  


		SECTION 7.08	Governing Law.



 


This Deposit Agreement
and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed
by the laws of the State of New York, except with respect to its authorization and execution by the Company, which shall be governed
by the laws of the Commonwealth of Australia.


 




     


     


    

 


IN WITNESS WHEREOF, Immuron
Limited and The Bank of New York have duly executed this Deposit Agreement as of the day and year first set forth above and all
Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.


 


	 	IMMURON LIMITED
	 	 	 
	 	By:	
 


	 	Name:	Thomas Liquard
	 	Title:	Chief Executive Officer


 


	 	THE BANK OF NEW YORK,
	 	as Depositary
	 	 	 
	 	By:	
 


	 	Name:	Keith G. Galfo
	 	Title:	Vice President


 




     


     


    

 


EXHIBIT A


 


	 	AMERICAN DEPOSITARY SHARES
	 	(Each American Depositary Share represents
	 	forty (40) deposited Shares)


 


THE BANK OF NEW YORK


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES OF


WITHOUT PAR VALUE OF


IMMURON LIMITED


(ABN 80 063 114 045)


(INCORPORATED UNDER THE
LAWS OF THE COMMONWEALTH OF AUSTRALIA)


 


The Bank of New York, as
depositary (hereinafter called the "Depositary"), hereby certifies that ___________________________________, or registered
assigns IS THE OWNER OF _____________________________


 


AMERICAN DEPOSITARY SHARES


 


representing deposited
ordinary shares (herein called "Shares") of Immuron Limited, incorporated under the laws of the Commonwealth of Australia
(herein called the "Company"). At the date hereof, each American Depositary Share represents forty (40) Shares deposited
or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Melbourne, Victoria, Australia
offices of Australia and New Zealand Banking Group Ltd, Hongkong Bank of Australia and National Australia Bank Limited (each herein
called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal
executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive
office is located at One Wall Street, New York, N.Y. 10286.


 


THE DEPOSITARY'S
CORPORATE TRUST OFFICE ADDRESS IS 101 

BARCLAY STREET, NEW YORK, N.Y. 10286


 




     


     


    

 


		1.	THE DEPOSIT AGREEMENT.



 


This American Depositary
Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set
forth in the Amended and Restated deposit agreement, dated as of ____________, 2017 (herein called the "Deposit Agreement"),
by and among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder,
each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions
thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary I respect
of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash are herein called "Deposited Securities").
Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the
Custodian.


 


The statements made on
the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.


 


		2.	SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.



 


Upon surrender at the
Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided
in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares
is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American
Depositary Shares. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary or at such other place as may be designated by such Owner, provided that the forwarding
of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall
be at the risk and expense of the Owner hereof.


 




     


     


    

  


		3.	TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.



 


Transfers of American
Depositary Shares may be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares,
surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares,
receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10), and, in either case, duly stamped as may be required by the laws of the State of New York and of the
United States of America and upon payment of funds for any applicable transfer taxes and the expenses of the Depositary and upon
compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other
such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of a Receipt for the purpose of exchanging for uncertificated
American Depositary Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the Owner of
the same number of uncertificated American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt
of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10
of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated
American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing the same number of certificated American
Depositary Shares.


 


As a condition precedent
to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of
the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares
not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn)
and payment of any applicable fees as provided in the Deposit Agreement, may require (a) the production of proof satisfactory to
it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations, relating to depositary receipts
in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time
to time specify in writing to the Depositary to assure compliance with the Securities Act of 1933 and the rules and regulations
thereunder and (d) compliance with such reasonable procedures, if any, as the Depositary may establish consistent with the provisions
of the Deposit Agreement.


 


The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer
of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary
Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action
is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement
or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar,
if applicable, or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii)
the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares which would be required to be registered
under the provisions of the Securities Act of 1933 for public offer and sale in the United States, unless a registration statement
is in effect as to such Shares for such offer and sale.


 




     


     


    

  


		4.	LIABILITY OF OWNER FOR TAXES.



 


If any tax or other governmental
charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American
Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary may, and
upon receipt of instructions from the Company shall, refuse to register any transfer of those American Depositary Shares or any
withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold
any dividends or other distributions, or may sell for the account of the Owner any part or all of the Deposited Securities represented
by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment
of such tax or other governmental charge and the Owner shall remain liable for any deficiency.


 


		5.	WARRANTIES ON DEPOSIT OF SHARES.



 


Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and proper evidence of title
therefor, if applicable, are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent
that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted
under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American
Depositary Shares.


 


		6.	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 


Any person presenting
Shares for deposit or any Owner or holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, evidence of the number of Shares beneficially owned or any other matters
necessary or appropriate to evidence compliance with the Corporations Law of Australia, the Foreign Acquisitions and Takeovers
Act 1975, the Constitution of the Company and exchange control regulations, as indicated to the Depositary by the Company, or such
information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem necessary or proper.


 




     


     


    

  


The Depositary may withhold
the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution
of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed
or such certificates are executed or such representations and warranties made. Upon written request of the Company, the Depositary
shall deliver to the Company copies of the documents or instruments delivered to the Depositary or any of its agents pursuant to
Section 3.01 of the Deposit Agreement. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, which is then
performing the function of the regulation of currency exchange. Each Owner and Holder agrees to provide any information requested
by the Company or the Depositary pursuant to this Article 6.


 


		7.	CHARGES OF DEPOSITARY.



 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5)
a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05
or 6.02 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7)
a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to
the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which
securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05
or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar
year and which will be payable as provided in clause 9 below and (9) any other charges payable by the Depositary, any of the Depositary's
agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited
Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section
4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge
or by deducting such charge from one or more cash dividends or other cash distributions).


 




     


     


    

  


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to
Owners that are obligated to pay those fees.


 


The Depositary, subject
to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


From time to time, the
Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment
and maintenance of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share
revenue from the fees collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may
use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and
that may earn or share fees, spreads or commissions.


 


		8.	PRE-RELEASE OF RECEIPTS.



 


Notwithstanding
Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares
pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release"). The Depositary may, pursuant to Section 2.05
of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American
Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the
person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, owns the Shares
or American Depositary Shares to be remitted, as the case may be, (b) at all times fully collateralized with cash or such
other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The
number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will
not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the
Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.


 


The Depositary may retain
for its own account any compensation received by it in connection with the foregoing.


 




     


     


    

  


		9.	TITLE TO RECEIPTS.



 


It is a condition of
this Receipt and every successive Owner and Holder of this Receipt by accepting or holding the same consents and agrees that when
properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities
under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered
securities under the laws of New York. The Company and the Depositary, notwithstanding any notice to the contrary, may treat the
Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution
of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither
the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder
of a Receipt unless such Holder is the Owner thereof.


 


		10.	VALIDITY OF RECEIPT.



 


This Receipt shall not
be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have
been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that
such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned
by the manual signature of a duly authorized officer of the Registrar.


 


		11.	REPORTS; INSPECTION OF TRANSFER BOOKS.



 


The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system
or at public reference facilities maintained by the Commission in Washington, D.C.


 


The Depositary will make
available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including any proxy
soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also, upon written
request by the Company, send to Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreement.


 


The Depositary will keep
books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares
which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose
of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related
to the Deposit Agreement or the American Depositary Shares.


 




     


     


    

  


		12.	DIVIDENDS AND DISTRIBUTIONS.



 


Whenever the Depositary
receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt
thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into
United States Dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution
into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article
7 hereof and Section 5.09 of the Deposit Agreement) to the Owners entitled thereto; provided, however, that in the event that the
Company or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed to the Owners of
the American Depositary Shares representing such Deposited Securities shall be reduced accordingly. Each Owner and Holder agrees
to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and
hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties
or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it.


 


Subject to the provisions
of Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received
by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary
or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among
the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible,
the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including,
but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement) will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the
conditions described in Section 4.01 of the Deposit Agreement.


 


The Depositary may sell,
by public or private sale, an amount of securities or other property it would otherwise distribute under this Article that is sufficient
to pay its fees and expenses in respect of that distribution.


 




     


     


    

  


If any distribution consists
of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate number
of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the
terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of American
Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit
Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement (and the Depositary may sell, by public or private sale, an amount of Shares received sufficient to pay its fees and
expenses in respect of that distribution). The Depositary may withhold any such distribution of Receipts if it has not received
satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933
or is exempt from registration under the provisions of such Act. In lieu of delivering fractional American Depositary Shares in
any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the
net proceeds, all in the manner and subject to the conditions described in Section 4.01of the Deposit Agreement. If additional
American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby.


 


In the event that the
Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds
of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.


 


The Depositary shall
forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company
or its agent to file necessary reports with governmental agencies.


 


		13.	RIGHTS.



 


In the event that the
Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares
or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights
available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners
or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to
any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights
to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible
to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom
it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such
Owner, warrants or other instruments therefor in such form as it deems appropriate.


 




     


     


    

  


In circumstances in which
rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise
the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such
rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in
its sole discretion are reasonably required under applicable law.


 


If the Depositary has
distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section
2.03 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the
second paragraph of this Article 13, such deposit shall be made, and Deposited Securities shall be delivered, under depositary
arrangements which provide for issuance of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation,
and transfer under such laws.


 


If the Depositary determines
in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights,
warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined
it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses
of the Depositary as provided in Section 5.09 of the Deposit Agreement and all taxes and governmental charges payable in connection
with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled
to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among
such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


The Depositary will not
offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement
under the Securities Act of 1933 with respect to such rights or underlying securities or to endeavor to have such a registration
statement declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there
has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution
to such Owner is exempt from such registration.


 




     


     


    

  


The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.


 


		14.	CONVERSION OF FOREIGN CURRENCY.



 


Whenever the Depositary
or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment
of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the
Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency
into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed
any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or
instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis
without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary
Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section
5.09 of the Deposit Agreement.


 


If such conversion or
distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.


 


If at any time the Depositary
shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable
basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is
required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license
is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion
may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners
entitled to receive the same.


 


If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners entitled thereto.


 




     


     


    

  


The Depositary may convert
currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor,
broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it
will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying
or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained
in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that
the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations
under Section 5.3 of the Deposit Agreement. The methodology used to determine exchange rates used in currency conversions is available
upon request.


 


		15.	RECORD DATES.



 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each American Depositary Share, or whenever the Depositary shall find it reasonably necessary, the Depositary shall fix a record
date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii)
responsible for any fee or charge assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each American
Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.


 


		16.	VOTING OF DEPOSITED SECURITIES.



 


Upon receipt of notice
of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall,
as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion
of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary
from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject
to any applicable provision of law and of the articles of association or similar document of the Company, to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon
the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities
represented by such American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall
not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance
with such instructions.


 




     


     


    

  


There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior
to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in the preceding paragraph.


 


In order to give Owners
a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the
Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting
and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.


 


		17.	CHANGES AFFECTING DEPOSITED SECURITIES.



 


Upon any change in nominal
value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption
or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary
or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited
Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing
Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant
to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend
in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.


 


Immediately upon the
occurrence of any such split-up, consolidation or any other reclassification covered by this Article 17 in respect of Deposited
Securities, the Company shall notify the Depositary in writing of such occurrence and may instruct the Depositary to give notice
thereof, at the Company's expense, to Owners in accordance with Section 5.06 of the Deposit Agreement.


 




     


     


    

  


		18.	LIABILITY OF THE COMPANY AND DEPOSITARY.



 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any
Owner or Holder, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or
any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system, or by reason
of any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision
of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God
or war or terrorism or other circumstances beyond its control, the Depositary or the Company (or any of their respective directors,
officers, employees, agents or affiliates) shall be prevented, delayed or forbidden from or be subject to any civil or criminal
penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement or the Deposited Securities
it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any
Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Owners or holders, or (v) for any special, consequential
or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section
4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement,
such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution
or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary (nor any
of their respective directors, officers, employees, agents or affiliates) assume any obligation or shall be subject to any liability
under the Deposit Agreement to Owners or Holders, except that they agree to perform their obligations specifically set forth in
the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the
validity or worth of the Deposited Securities. Neither the Depositary nor the Company (nor any of their respective directors, officers,
employees, agents or affiliates) shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding
in respect of any Deposited Securities or in respect of the American Depositary Shares, on behalf of any Owner or Holder or any
other person. Neither the Depositary nor the Company (nor any of their respective directors, officers, employees, agents or affiliates)
shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Holder, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote
any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote, provided that
any such action or nonaction is in good faith. The Depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly
after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability
arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall
not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in Australia in
connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Company agrees to indemnify the
Depositary, its directors, officers, employees, agents and affiliates and any Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting
such indemnity and the reasonable fees and expenses of counsel) which may arise out of or in connection with (a) any registration
with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or
(b) acts performed or omitted, pursuant to the provisions of or in connection with the Deposit Agreement and of the Receipts, as
the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective
directors, officers, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad
faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates. No disclaimer of liability
under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.


 




     


     


    

  


		19.	RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.



 


The Depositary may at
any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided
in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal,
to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment
of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its discretion
may appoint a substitute or additional custodian or custodians.


 


		20.	AMENDMENT.



 


The form of the Receipts
and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and
the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment
which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration
of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every
Owner and Holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed, by continuing
to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary
Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of
applicable law.


 




     


     


    

  


		21.	TERMINATION OF DEPOSIT AGREEMENT.



 


The Company may terminate
the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary Shares
then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate
the Deposit Agreement, if at any time 30 days shall have expired after the Depositary delivered to the Company a written resignation
notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement;
in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding
at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will,
upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary
Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to
him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, shall not accept deposits
of Shares, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary
shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property
as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of
American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares,
any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of four months from the
date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without
liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for
the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged
from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification,
charges, and expenses. The Depositary's obligations with respect to indemnification shall also survive termination.


 




     


     


    

  


		22.	DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM



 


(a) Notwithstanding the
provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System ("DRS")
and Profile Modification System ("Profile") shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American
Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and
to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior
authorization from the Owner to register such transfer.


 


(b) In connection with
and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will
not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting
a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding
any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the
Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary's reliance
on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit
Agreement shall not constitute negligence or bad faith on the part of the Depositary.


 


		23.	SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.



 


In the Deposit Agreement,
the Company has (i) appointed Delaney Corporate Services Ltd., 99 Washington Avenue, Suite 805A, Albany, New York 12210, Tel: (518)
465-9242, Fax (518) 465-7883, as the Company's authorized agent upon which process may be served in any suit or proceeding arising
out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii)
consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding
may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding.


 




     


     


    

  


EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OFDOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING
WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


To the extent that the
Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right
of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted
by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.


 


		24.	DISCLOSURE OF INTERESTS.



       


The Company may from
time to time request Owners to provide information as to the capacity in which such Owners own or owned American Depositary Shares
and regarding the identity of any other persons then or previously interested in such American Depositary Shares and the nature
of such interest. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to Section 3.04
of the Deposit Agreement. The Depositary agrees to comply with reasonable written instructions received from the Company requesting
that the Depositary forward any such requests to the Owners and to forward to the Company any such responses to such requests received
by the Depositary. To the extent that provisions of or governing any Deposited Securities or the rules or regulations of any governmental
authority or securities exchange or automated quotation system may require the disclosure of beneficial or other ownership of Deposited
Securities, other Shares and other securities to the Company or other persons and may provide for blocking transfer and voting
or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its reasonable efforts to comply with
Company's instructions in respect of any such enforcement or limitation.