Covering Letter - Executive Summary

What This Deed Means for Each Party

Fixed Term CFO Services Deed · Executed 15 June 2026 · Commences 1 July 2026

This covering letter is a plain-English companion to the Fixed Term CFO Services Deed between Sinbau Pty Ltd t/a YBMT and Cosai Construction Pty Ltd. It is not a legal document and does not override the deed. Its purpose is to make the commercial bargain clear to both parties before signing.

Sinbau Pty Ltd t/a YBMT

Principal · Gerry McGuire, CEO

What YBMT Gets

A dedicated CFO from day one: Carla Oliver (CPA, CIMA, 25 years institutional CFO) starts 1 July 2026 and is personally committed to YBMT's financial performance for three years.
Zero fixed salary cost: there is no retainer, no guaranteed minimum, no payroll obligation. YBMT pays Carla only when YBMT makes money. If the business underperforms, the CFO fee is zero.
Total fee cost capped absolutely at $250,000 + GST per year. Even at 100% KPI achievement, YBMT's maximum exposure is $250K p.a. A comparable salaried CFO would cost $250K–$350K plus super, leave, and on-costs.
Mandatory dual sign-off on every dollar that leaves the business: Gerry McGuire co-signs every payroll run and every supplier payment. No money moves without Gerry's approval.
Board retains all Reserved Matters: Carla cannot enter contracts, dispose of assets, change banking facilities, or approve budgets. The Board stays in control of every significant decision.
34% GPM gateway protects margins: if blended gross profit margin across all jobs falls below 34%, no fee is payable. The CFO's interests are directly aligned with protecting YBMT's margins.
15% holdback creates loyalty: 15% of Carla's earned fees are withheld until year-end. If she leaves early, she forfeits it. YBMT retains a financial incentive for Carla to see the year through.
30-day exit option — YBMT can terminate for convenience on just 30 days' notice at any time. This is maximum flexibility for the business if circumstances change.
Full IP ownership — every system, model, report, and framework Carla creates belongs to YBMT.
12-month post-exit restraints — Carla cannot poach YBMT clients, staff, or set up in direct competition in the Queensland construction market for 12 months after the deed ends.

What YBMT Gives Up

Up to $250,000 + GST per year if the business hits all KPI targets — but only if it does.
Full financial system access for Carla — she will see everything: margins, costs, salaries, debts, and every job's profitability.
Completing the Wall of Truth (Schedule A) before signing — all active jobs must be disclosed upfront.

Cosai Construction Pty Ltd

Contractor · Carla Oliver CPA CIMA, Director & CEO

What Cosai Gets

A three-year secured engagement — this is a fixed-term deed, not a casual arrangement. YBMT cannot simply walk away without 30 days' notice and must pay all fees earned to the termination date.
Uncapped upside within the $250K ceiling — if Carla drives YBMT to 100% of its revenue and profit targets, she earns the full $250,000 + GST. That is a $275,000 annual cash receipt for Cosai.
Full autonomy over working location — Carla works from Cosai's own offices and attends YBMT sites as the CFO role requires. There is no requirement to be on-site daily or to operate from YBMT's premises.
No equity required — no personal financial risk — Carla is not investing capital, taking on personal liability for YBMT's debts, or guaranteeing any financial outcome. Her risk is limited to her time.
Professional credibility and market position — serving as CFO of a Queensland construction and maintenance business provides a live institutional CFO mandate to build Cosai's market track record.
Deemed certification protection — if YBMT fails to issue a Fee Certification within 20 Business Days of year-end, Carla's self-certified calculation is deemed accepted. YBMT cannot indefinitely delay payment.
Good-faith KPI setting — the deed requires targets to be agreed in good faith before each Contract Year. YBMT cannot set unachievable targets to avoid paying fees.
Dispute resolution pathway — any fee dispute goes to mediation before court. Carla is not left without a remedy if YBMT refuses to certify earned fees.
GST recovery — all fees are quoted exclusive of GST. Cosai charges GST on top, recovering an additional 10% on all earned amounts.

What Cosai Gives Up

No guaranteed income — if YBMT's revenue and profit fall below the KPI thresholds, Carla earns nothing. There is no floor, no minimum, no base pay.
15% holdback each year — $37,500 of a full-year $250K fee is held back until True-Up. Carla must manage Cosai's cash flow accordingly.
12-month post-deed restraints — for 12 months after the deed ends, Carla cannot solicit YBMT clients, poach YBMT staff, or compete directly in the Queensland construction market.
Key Person obligation — Carla must personally deliver the CFO Services. She cannot sub-contract or delegate the Key Person role to another person.
Strict dual sign-off discipline — every payment run requires Gerry's co-approval. Carla cannot process payments unilaterally, which requires coordination on every payment cycle.

The Commercial Logic — Why This Structure Works for Both Parties

🤝

Fully Aligned Incentives

Carla earns more only when YBMT earns more. There is no scenario in which Carla benefits while YBMT loses. Every dollar of CFO fee is earned by first delivering a dollar of business performance.

🔒

Zero Financial Risk to YBMT

YBMT never pays more than it can afford. The $250K cap is absolute. Fees are triggered only by achieved results. In a bad year, the CFO cost is zero.

📊

Institutional Quality CFO at Variable Cost

YBMT accesses 25 years of institutional CFO experience — financial reporting, governance, board-level strategy — at a fraction of the fixed employment cost of a salaried CFO.

🏗️

Built for Construction

The GPM gateway, Wall of Truth job register, and dual sign-off controls are specifically designed for the cash-flow and margin risks of a construction and maintenance business.

Key Numbers at a Glance

Minimum fee if KPIs not met

$250K

Maximum annual fee at 100% KPI achievement (excl. GST)

$100K

Revenue tranche maximum (40% of cap)

$150K

Net profit tranche maximum (60% of cap)

34%

Blended GPM gateway — must be maintained across all jobs

15%

Holdback withheld until annual true-up

3 yrs

Fixed term: 1 July 2026 – 30 June 2029

30 days

YBMT convenience termination notice period

Both parties are encouraged to read the full deed carefully and seek independent legal advice before signing. The deed takes effect from 1 July 2026 and must be signed by both parties on or before 30 June 2026 or it lapses and is of no effect.

The full deed text follows, including all 13 operative clauses, 4 Schedules, and Schedule A (Wall of Truth). Both parties should read the deed in full before signing.

Commercial Terms Summary

Principal	Sinbau Pty Ltd ACN 074 076 531 765 t/a Your Building and Maintenance Team (YBMT)
Contractor	Cosai Construction Pty Ltd ACN 699 078 852
Key Person	Carla Oliver CPA, CIMA — Director & Chief Executive Officer
Role	Chief Financial Officer (CFO) — Fixed Term Contractor
Term	Three (3) years commencing 1 July 2026 and ending 30 June 2029
Fee Structure	Performance-only — no base retainer. Fees earned solely on KPI achievement against Schedule 2 targets. Annual cap: AUD $250,000 + GST.
Fee Split	40% Revenue tranche (max $100,000) + 60% Net Profit tranche (max $150,000) per annum
GPM Gateway	34% Blended Gross Profit Margin must be maintained across all Active Jobs
Holdback	15% of earned fees withheld until year-end; forfeited on early termination by Contractor
Governing Law	Queensland, Australia

1. Definitions and Interpretation

1.1 Definitions

In this Deed, unless the context otherwise requires:

Active Jobs	All construction and maintenance projects managed, supervised, or delivered by YBMT including those recorded on the Wall of Truth job register (Schedule A).
Annual Fee Cap	AUD $250,000 (exclusive of GST) per annum, being the maximum aggregate fee payable to the Contractor in any Contract Year regardless of KPI performance.
Approved Budget	The annual revenue and profit targets approved by the Principal's Board (or equivalent governing body) prior to the commencement of each Contract Year.
Blended GPM	The aggregate gross profit margin calculated across all Active Jobs in a given measurement period, expressed as a percentage of total revenue.
Board	The board of directors (or equivalent governing body) of Sinbau Pty Ltd t/a YBMT.
Business Day	A day other than a Saturday, Sunday, or public holiday in Queensland, Australia.
CFO Services	The services described in Schedule 1 and any other financial management, reporting, or governance services reasonably required by YBMT from time to time.
Commencement Date	1 July 2026.
Confidential Information	All non-public information relating to YBMT's business, finances, clients, suppliers, pricing, strategy, personnel, or operations, whether disclosed orally, in writing, or by any other means.
Contract Year	Each 12-month period commencing on the Commencement Date or its anniversary.
Deed	This Fixed Term CFO Services Deed including all Schedules.
Effective Date	1 July 2026, being the date on which the Contractor's obligations and entitlements under this Deed commence.
EBITDA	Earnings before interest, taxes, depreciation, and amortisation, calculated in accordance with Australian Accounting Standards.
Fee Certification	The written certification issued by the Principal confirming the Contractor's earned fees for a measurement period, as described in Schedule 2.
GPM Gateway	The minimum 34% Blended Gross Profit Margin threshold that must be maintained across Active Jobs as a condition of fee eligibility.
GST	Goods and Services Tax as imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Holdback Amount	15% of the Contractor's earned fees in any Contract Year, withheld until the Annual True-Up as described in Schedule 2.
IP	All intellectual property rights including copyright, trademarks, patents, designs, trade secrets, and know-how.
Key Person	Carla Oliver, Director and CEO of Cosai Construction Pty Ltd, who must personally deliver the CFO Services.
KPI	Key Performance Indicator as set out in Schedule 2.
Net Profit	Profit after all operating expenses, depreciation, and amortisation but before income tax, calculated in accordance with Australian Accounting Standards.
Party	Either the Principal or the Contractor, and Parties means both.
Principal	Sinbau Pty Ltd ACN 074 076 531 765 trading as Your Building and Maintenance Team (YBMT).
Reserved Matters	Those matters reserved to the Board as set out in clause 5.2.
Term	The period from the Commencement Date to 30 June 2029, unless earlier terminated in accordance with clause 10.
True-Up Date	The date falling 20 Business Days after the end of each Contract Year.
Wall of Truth	The job register maintained by YBMT recording all Active Jobs, as set out in Schedule A.

1.2 Interpretation

(a)A reference to a clause, schedule, or annexure is a reference to a clause of, or schedule or annexure to, this Deed.

(b)The singular includes the plural and vice versa.

(c)A reference to a party includes that party's successors and permitted assigns.

(d)Headings are for convenience only and do not affect interpretation.

(e)A reference to a statute includes all regulations and amendments made under it.

(f)Where a word or phrase is given a defined meaning, any other grammatical form of that word or phrase has a corresponding meaning.

(g)This Deed is to be construed as a deed and not merely as a contract.

2. Nature of Engagement

2.1The Contractor is engaged as an independent contractor to provide the CFO Services. Nothing in this Deed creates a relationship of employment, partnership, joint venture, agency, or trust between the Parties.

2.2The Contractor is responsible for its own tax obligations, superannuation, insurance, and statutory compliance as an independent contractor.

2.3The Contractor has no authority to bind the Principal to any contract, agreement, or obligation without prior written authorisation from the Principal, except as expressly set out in Schedule 3 (Delegated Authority Matrix).

2.4The Contractor acknowledges that it has no claim to equity, profit sharing, or any ownership interest in the Principal or any related entity by reason of this Deed or the performance of CFO Services.

2.5The Contractor shall not represent itself as an employee, director, or officer of the Principal.

3. Term and Exclusivity

3.1This Deed commences on the Commencement Date and continues for a fixed term of three (3) years, expiring on 30 June 2029, unless earlier terminated in accordance with clause 10.

3.2The Contractor agrees that during the Term, the Key Person will dedicate such time and attention to the CFO Services as is reasonably necessary to fulfil the Scope of Services in Schedule 1, and will not accept a role as chief financial officer or equivalent financial leadership role with any other person or entity without the prior written consent of the Principal.

3.3The Contractor is not required to work exclusively from the Principal's premises and may operate from Cosai Construction's own offices and attend the Principal's sites as required by the CFO Services scope.

3.4This Deed shall not automatically renew. Any renewal requires a new written agreement executed by both Parties.

4. Scope of Services

4.1The Contractor shall provide the CFO Services as detailed in Schedule 1, which includes but is not limited to:

Financial reporting, budgeting, forecasting, and management accounts;
Cash flow management and working capital optimisation;
Job costing, project profitability analysis, and gross margin reporting;
Payroll oversight and supplier payment management (subject to clause 6);
Compliance with Australian Accounting Standards, tax obligations, and statutory reporting;
Board-level financial reporting and strategic financial advice;
Risk management, internal controls, and financial governance frameworks;
Coordination with external accountants, auditors, and financial institutions;
Active management and reporting on the Wall of Truth job register (Schedule A).

4.2The Contractor shall perform the CFO Services with the standard of care, skill, and diligence expected of an experienced and qualified chief financial officer operating in the Australian construction industry.

4.3The Contractor shall comply with all applicable laws, regulations, professional standards, and the Principal's reasonable policies and procedures as notified in writing from time to time.

5. Delegated CFO Authority

5.1Subject to the Reserved Matters in clause 5.2, the Principal delegates to the Contractor (acting through the Key Person) the authority to manage the day-to-day financial operations of YBMT as set out in Schedule 3 (Delegated Authority Matrix).

5.2Reserved Matters. Notwithstanding clause 5.1, the following matters are reserved exclusively to the Board and may not be exercised by the Contractor without prior Board resolution:

Incurring any single liability or commitment in excess of the threshold specified in Schedule 3;
Entering into any agreement on behalf of YBMT;
Disposing of any asset of YBMT with a value exceeding the threshold in Schedule 3;
Appointing or terminating senior employees or contractors;
Making any changes to banking facilities, credit arrangements, or overdraft limits;
Approving annual budgets, business plans, or strategic plans;
Any matter that would require YBMT Board approval under the Corporations Act 2001 (Cth) or YBMT's constitution.

5.3The Contractor shall provide a monthly written report to the Principal summarising all financial activities, decisions, and material matters arising from the CFO Services during the preceding month.

6. Dual Sign-Off Control

6.1Mandatory Dual Authorisation. All payroll disbursements and supplier payment runs must be jointly authorised in writing (or by dual electronic approval) by:

The Key Person (Carla Oliver) on behalf of the Contractor; and
Gerry McGuire (or such other person as the Principal nominates in writing) on behalf of the Principal.

6.2No payroll or supplier payment may be initiated, authorised, or processed by the Contractor alone. This obligation is a fundamental condition of this Deed and is non-negotiable.

6.3The Contractor shall maintain a complete and accurate payment register and shall provide the Principal with unrestricted access to all payment records at all times during and after the Term.

6.4Reporting Cadence. The Contractor shall provide to the Principal:

Weekly cash flow updates;
Monthly management accounts within 15 Business Days of month-end;
Quarterly KPI performance reports within 20 Business Days of quarter-end;
Annual financial statements within 60 days of financial year-end;
Ad hoc financial analysis as reasonably requested by the Principal.

7. Fee Structure and Payment Mechanics

7.1Performance-Only Fees. The Contractor's sole remuneration under this Deed is the performance fee described in Schedule 2. There is no base retainer, guaranteed minimum, or salary component. Fees are earned solely on achievement of the KPIs in Schedule 2.

7.2Annual Fee Cap. In no Contract Year shall the Contractor's aggregate earned fees (before GST) exceed AUD $250,000. The Annual Fee Cap is an absolute ceiling and cannot be exceeded by agreement, amendment, or any other means.

7.3Fee Tranches. Earned fees are calculated in two tranches per Contract Year in accordance with Schedule 2:

Revenue Tranche — 40% of Annual Fee Cap (maximum AUD $100,000): earned on achievement of the Approved Budget revenue target;
Net Profit Tranche — 60% of Annual Fee Cap (maximum AUD $150,000): earned on achievement of the Approved Budget net profit target.

7.4GPM Gateway. No fees are payable in respect of any period in which the Blended GPM across Active Jobs falls below 34%. Where the GPM Gateway is not met for a quarter, that quarter's fee entitlement is deferred to the Annual True-Up.

7.5Holdback. 15% of any earned fees calculated in a Contract Year shall be withheld by the Principal until the Annual True-Up. The Holdback Amount is forfeited in full if the Contractor terminates this Deed prior to the True-Up Date.

7.6Fee Certification. Within 20 Business Days of the end of each Contract Year, the Principal shall issue a Fee Certification confirming the Contractor's earned fees for that year. If the Principal does not issue a Fee Certification within 20 Business Days, the Contractor's self-certification (supported by the financial records) shall be deemed to be accepted for the purpose of payment, unless the Principal notifies a bona fide dispute within that period.

7.7KPI Calibration. Prior to the commencement of each Contract Year, the Parties shall agree in good faith on the Approved Budget targets for that year. If the Parties fail to agree within 15 Business Days of the start of a Contract Year, the targets from the prior Contract Year shall apply until agreement is reached.

7.8GST. All fees are exclusive of GST. Where GST applies, it will be added to the fee and the Contractor will issue a valid tax invoice. The Principal shall pay GST within the same payment terms as the underlying fee.

7.9Expenses. The Contractor is responsible for all of its own business expenses unless the Principal has provided prior written approval for a specific expense.

8. No Equity, No Partnership

8.1The Contractor has no right, title, or interest in the equity, assets, goodwill, or intellectual property of the Principal or any related entity.

8.2No provision of this Deed shall be construed as creating a partnership, joint venture, or fiduciary relationship between the Parties.

8.3The Contractor will not at any time represent that it holds an equity interest in, or is a partner or director of, the Principal.

9. Confidentiality, Intellectual Property and Restraint

9.1Confidentiality. The Contractor shall keep all Confidential Information of the Principal strictly confidential and shall not disclose it to any third party without the prior written consent of the Principal, except as required by law or a regulatory authority.

9.2The confidentiality obligations in clause 9.1 survive termination or expiry of this Deed for a period of three (3) years.

9.3Intellectual Property. All IP created, developed, or produced by the Contractor in the course of providing CFO Services vests in and is assigned to the Principal on creation. The Contractor retains no IP rights in any deliverables produced under this Deed.

9.4Restraint. For a period of twelve (12) months following the expiry or termination of this Deed, the Contractor and the Key Person shall not, directly or indirectly:

Solicit, canvass, or approach any client or customer of YBMT with whom the Contractor had material contact during the Term;
Solicit, induce, or encourage any employee or contractor of YBMT to leave their engagement with YBMT;
Engage in, or provide financial advisory services to, any direct competitor of YBMT in the Queensland construction and maintenance market.

9.5The Parties acknowledge that the restraints in clause 9.4 are reasonable in scope, duration, and geographic extent given the nature of the CFO Services and the Confidential Information to which the Contractor will have access.

10. Termination

10.1Termination for Cause. Either Party may terminate this Deed immediately upon written notice if the other Party:

Commits a material breach that is not remedied within 14 Business Days of written notice of that breach;
Becomes insolvent, is placed in liquidation, administration, or receivership, or makes a composition with its creditors;
Engages in fraud, serious misconduct, or wilful neglect of duties.

10.2Termination for Convenience — Principal. The Principal may terminate this Deed for convenience on not less than thirty (30) days' prior written notice to the Contractor.

10.3Termination for Convenience — Contractor. The Contractor may terminate this Deed for convenience on not less than sixty (60) days' prior written notice to the Principal.

10.4Effect of Termination. On termination:

The Contractor shall immediately return all Confidential Information, documents, records, and property of the Principal;
The Contractor shall cooperate fully with the transition of CFO Services to a successor;
Earned fees up to the termination date shall be paid in accordance with Schedule 2, subject to the Holdback provisions;
The Holdback Amount is forfeited if the Contractor terminates for convenience.

10.5Clauses 9, 11, 12 and 13 survive termination or expiry of this Deed.

11. GST, Tax, Insurance and Indemnity

11.1GST. The Contractor is responsible for registering for and remitting GST in respect of the CFO Services. The Principal will pay GST on any invoice that complies with the requirements of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

11.2Tax. The Contractor is solely responsible for all income tax, superannuation, payroll tax, and other taxes arising from the fees paid under this Deed.

11.3Insurance. The Contractor shall maintain throughout the Term:

Professional indemnity insurance of not less than AUD $2,000,000 per claim;
Public liability insurance of not less than AUD $10,000,000 per occurrence;
Any other insurance reasonably required by the Principal.

11.4The Contractor shall provide certificates of currency for all required insurance policies upon request by the Principal.

11.5Indemnity. The Contractor indemnifies the Principal against any claim, loss, damage, cost, or liability arising from:

Any breach by the Contractor of this Deed;
Any negligent or wrongful act or omission of the Contractor in the performance of the CFO Services;
Any failure by the Contractor to comply with applicable laws or professional standards.

12. Dispute Resolution

12.1If a dispute arises under or in connection with this Deed, a Party must give written notice to the other Party setting out the nature of the dispute.

12.2Within five (5) Business Days of such notice, senior representatives of each Party must meet (in person or by video conference) and attempt in good faith to resolve the dispute.

12.3If the dispute is not resolved within fifteen (15) Business Days of the notice under clause 12.1, either Party may refer the dispute to mediation administered by the Resolution Institute (or equivalent body) in Brisbane, Queensland.

12.4The costs of mediation shall be shared equally between the Parties unless the mediator otherwise directs.

12.5Nothing in this clause prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

12.6If the dispute is not resolved by mediation, either Party may commence proceedings in the courts of Queensland.

13. General Provisions

13.1Governing Law. This Deed is governed by the laws of Queensland, Australia. Each Party submits to the non-exclusive jurisdiction of the courts of Queensland.

13.2Entire Agreement. This Deed constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements.

13.3Amendments. This Deed may only be amended by a written instrument signed (or executed as a deed) by both Parties.

13.4Assignment. Neither Party may assign its rights or obligations under this Deed without the prior written consent of the other Party, which shall not be unreasonably withheld.

13.5Severability. If any provision of this Deed is held to be invalid or unenforceable, that provision is to be read down or severed to the extent necessary, and the remaining provisions continue in full force and effect.

13.6Waiver. A failure to exercise or delay in exercising a right under this Deed does not operate as a waiver of that right. A waiver is only effective if given in writing.

13.7Notices. Notices under this Deed must be in writing and delivered by email or post to the addresses set out in Schedule 4. A notice is deemed received: (i) if by email, on transmission (provided no bounce-back is received); (ii) if by post, three Business Days after posting.

13.8Counterparts. This Deed may be executed in counterparts. Electronic execution and electronic signatures are binding and have the same effect as wet-ink signatures.

13.9Further Acts. Each Party shall do all things and execute all documents reasonably necessary to give effect to this Deed.

Execution

Executed as a deed by the Parties on the dates shown below.

Party 1 — Principal

Signed, sealed and delivered as a deed by Sinbau Pty Ltd ACN 074 076 531 765 t/a Your Building and Maintenance Team (YBMT) by its authorised signatory in the presence of:

Signature of Authorised Signatory

Gerry McGuire

Chief Executive Officer — Sinbau Pty Ltd t/a YBMT

Date of Execution

Signature of Witness

Full Name of Witness (print)

Party 2 — Contractor

Signed, sealed and delivered as a deed by Cosai Construction Pty Ltd ACN 699 078 852 by its authorised signatory in the presence of:

Signature of Authorised Signatory

Carla Oliver

Director & Chief Executive Officer — Cosai Construction Pty Ltd

Date of Execution

Signature of Witness

Full Name of Witness (print)

The Contractor shall provide all of the following services as part of the CFO Services engagement:

Financial Management & Reporting

Preparation of monthly management accounts (P&L, balance sheet, cash flow statement) within 15 Business Days of month-end;
Quarterly financial reports and KPI dashboards for the Board;
Annual budget preparation and financial modelling;
Rolling 12-month cash flow forecasts updated monthly;
Job costing reports for all Active Jobs on the Wall of Truth register;
Gross profit margin analysis by project, trade, and client segment.

Payroll & Supplier Payments

Oversight and dual-authorisation of all payroll disbursements;
Oversight and dual-authorisation of all supplier payment runs;
Maintenance of payment register and audit trail;
Compliance with Fair Work Act obligations and award rate reviews.

Compliance & Governance

BAS/IAS preparation and lodgement;
Coordination with external accountants for income tax returns;
Workers' compensation and insurance renewal coordination;
PAYG withholding, superannuation, and payroll tax compliance;
Maintenance of financial records in accordance with the Corporations Act 2001 (Cth).

Strategic Financial Advisory

Board-level financial strategy advice and scenario modelling;
Tender pricing support and project feasibility analysis;
Working capital and debtor/creditor management;
Banking relationship management and facility reviews;
Risk identification and mitigation reporting.

Revenue Tranche (40% of Annual Fee Cap — Maximum AUD $100,000)

Revenue Achievement vs Approved Budget	Fee Earned (excl. GST)
Less than 90%	$0
90% – 94.99%	$50,000
95% – 99.99%	$75,000
100% or above	$100,000

Net Profit Tranche (60% of Annual Fee Cap — Maximum AUD $150,000)

Net Profit Achievement vs Approved Budget	Fee Earned (excl. GST)
Less than 85%	$0
85% – 89.99%	$75,000
90% – 99.99%	$112,500
100% or above	$150,000

GPM Gateway

No fees are payable in any quarter in which the Blended Gross Profit Margin across all Active Jobs falls below 34%. Fees for any quarter in which the gateway is not met are deferred to the Annual True-Up and paid only if the full-year GPM exceeds 34%.

Holdback Mechanism

15% of total annual earned fees is withheld by the Principal until the Annual True-Up (within 20 Business Days of year-end). The Holdback is released if the Deed remains on foot at the True-Up Date. The Holdback is forfeited if the Contractor terminates for convenience prior to the True-Up Date.

Fee Certification Process

Within 20 Business Days of each Contract Year-end, the Principal shall issue a signed Fee Certification confirming earned fees, GPM achievement, and Holdback release or forfeiture. If not issued within that period, the Contractor's self-certified calculation (based on auditable financial records) is deemed accepted unless a bona fide written dispute is raised by the Principal within the same 20 Business Day period.

Baseline Targets — Contract Year 1 (FY2026–27)

KPI	Baseline / Target
Prior Year Revenue (FY2025–26 Actual)	$4,200,000 (opening position)
Approved Budget Revenue (FY2026–27)	$5,200,000 ($100,000 per week × 52 weeks)
Budget COGS / Direct Costs (FY2026–27)	$3,432,000 (66% of budget revenue)
Budget Gross Profit (FY2026–27)	$1,768,000 (34.0% blended GPM)
Budget Overheads (FY2026–27)	$1,268,000
Prior Year Net Profit (FY2025–26 Actual)	To be confirmed by YBMT accountants
Approved Budget Net Profit (FY2026–27)	$500,000 (9.6% net margin)
Opening Blended GPM Gateway	34.0% — fees deferred if not maintained in any quarter
Minimum Weekly Invoiced Revenue	$100,000 per week

Baseline Targets — Contract Year 2 (FY2027–28)

KPI	Baseline / Target
Prior Year Revenue (FY2026–27 Actual)	$5,200,000 (Year 1 budget — confirmed by actuals)
Approved Budget Revenue (FY2027–28)	$7,000,000
Budget COGS / Direct Costs (FY2027–28)	$4,620,000 (66% of budget revenue)
Budget Gross Profit (FY2027–28)	$2,380,000 (34.0% blended GPM)
Budget Overheads (FY2027–28)	$1,630,000
Prior Year Net Profit (FY2026–27 Actual)	To be confirmed at Year 1 True-Up
Approved Budget Net Profit (FY2027–28)	$750,000 (10.7% net margin)
Blended GPM Gateway	34.0% — fees deferred if not maintained in any quarter

Baseline Targets — Contract Year 3 (FY2028–29)

KPI	Baseline / Target
Prior Year Revenue (FY2027–28 Actual)	$7,000,000 (Year 2 budget — confirmed by actuals)
Approved Budget Revenue (FY2028–29)	$10,000,000
Budget COGS / Direct Costs (FY2028–29)	$6,600,000 (66% of budget revenue)
Budget Gross Profit (FY2028–29)	$3,400,000 (34.0% blended GPM)
Budget Overheads (FY2028–29)	$2,400,000
Prior Year Net Profit (FY2027–28 Actual)	To be confirmed at Year 2 True-Up
Approved Budget Net Profit (FY2028–29)	$1,000,000 (10.0% net margin)
Blended GPM Gateway	34.0% — fees deferred if not maintained in any quarter

The Parties agree to populate the baseline targets for Years 2 and 3 by mutual written agreement prior to the commencement of each respective Contract Year. Year 1 baselines based on a growth plan from $4.2M current annual turnover to $10M over 3 years, with a minimum revenue floor of $100,000 per week invoiced. If the Parties have not agreed revised baseline targets for any Contract Year by 30 June of the preceding year, the prior financial year figures as certified by YBMT's external accountants shall apply as the default targets for that Contract Year, pending written agreement of revised targets.

Matter	Contractor Authority	Board Approval Required
Approve invoices for payment	Up to $50,000 per invoice (dual sign-off with Principal)	Above $50,000
Approve payroll disbursements	Yes — dual sign-off mandatory	Any single variation > $10,000
Open / operate bank accounts	No	Always
Enter contracts on behalf of YBMT	No	Always
Commit YBMT to new liabilities	No	Always
Engage external advisers	Up to $5,000 per engagement	Above $5,000
Approve expense claims	Up to $2,000 per claim	Above $2,000
Access to financial systems	Full read/write access to accounting systems	N/A
Approve annual budget	Prepare and recommend only	Always
Dispose of YBMT assets	No	Always

Principal — Sinbau Pty Ltd t/a YBMT
Company Name	Sinbau Pty Ltd
Trading Name	Your Building and Maintenance Team (YBMT)
ACN	074 076 531 765
Registered Office	1/39 Achievement Crescent, Acacia Ridge QLD 4110
Authorised Signatory	Gerry McGuire
Position	Chief Executive Officer
Notice Email	[email protected]

Contractor — Cosai Construction Pty Ltd
Company Name	Cosai Construction Pty Ltd
ACN	699 078 852
State of Registration	Queensland
Registration Date	15 June 2026
Registered Office	Ground Floor, 1/30 Chancellor Village Boulevard, Sippy Downs QLD 4556
Authorised Signatory	Carla Oliver
Position	Director & Chief Executive Officer
Credentials	CPA, CIMA — 25 years institutional CFO experience
Notice Email	[email protected]

Deed Dates
Date of Execution	15 June 2026
Commencement Date	1 July 2026
Term Expiry Date	30 June 2029
Offer Lapse Date	30 June 2026 — Deed is of no effect if not signed by both Parties by this date
Governing Law	Queensland, Australia

The following is the register of all Active Jobs in existence as at the Commencement Date. All jobs listed on this register are within the scope of the CFO Services and are included in the Blended GPM calculation.

Job No.	Client / Project Name	Contract Value (AUD)	Start Date	Expected Completion	Current GPM %
To be completed by the Principal prior to execution. All Active Jobs as at 1 July 2026 must be listed here before this Deed is signed.

Important: The Wall of Truth must be fully populated before this Deed is executed. Any Active Job not listed here at the time of signing is excluded from the KPI calculations for Contract Year 1 but may be added by written agreement of both Parties during the Term.