Attachment 5 - Deed of Variation to Infrastructure Agreement (22.01.20)

Deed of Variation
       (a)     submits to the non-exclusive jurisdiction of the courts of Queensland and
               the courts competent to determine appeals from those courts, with respect
               to any proceedings which may be brought at any time relating to this deed; and

       (b)     waives any objection it may now or in the future have to the venue of any proceedings, and
               any claim it may now or in the future have that any proceedings have been brought in an
               inconvenient forum, if that venue falls within clause 3.2(a).


4.     Miscellaneous

4.1    Legal effect

       Each party acknowledges and agrees for the benefit of each other party that this document is
       intended to take effect as a deed. Each party executes this document with the intention that it will be
       immediately legally bound by this document despite the existence of, but subject to, the conditions
       precedent contained in clause 2.2. To avoid any doubt, there will be no need for further delivery of
       this document following the satisfaction of the conditions precedent contained in clause 2.2.

4.2    Severability

       If a provision of this deed is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that
       jurisdiction and the remainder of this deed has full force and effect and the validity or enforceability of
       that provision in any other jurisdiction is not affected.

4.3    Further assurance

       Each party must promptly at its own cost do all things (including executing and delivering all
       documents) necessary or desirable to give full effect to this deed and the transactions contemplated
       by it.

4.4    Costs

       Each party is responsible for all its own costs incurred in the negotiation and performance of this
       deed including legal costs.

4.5    Variation

       An amendment or variation to this deed is not effective unless it is in writing and signed by the
       parties.

4.6    Counterparts

       This deed may be executed in any number of counterparts each of which will be considered an
       original but all of which will constitute one and the same instrument. A party who has executed a
       counterpart of this deed may deliver it to, or exchange it with, another party by:

       (a)     faxing; or

       (b)     emailing a pdf (portable document format) copy of,

       the executed counterpart to that other party.

4.7    Whole agreement

       This deed:

       (a)     is the entire agreement and understanding between the parties relating to the subject matter
               of this deed; and


HopgoodGanim Lawyers                                                                                     Page 4
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