Director Consent to Act

CogniKin Pty Ltd (ACN: To Be Registered)

Document Reference: CK-DIR-001

Date: 31 March 2026

Consent to Act as Director

I, Anthony William Brace, of Queensland, Australia, hereby consent to act as a director of CogniKin Pty Ltd (a company to be registered under the Corporations Act 2001 (Cth)) with effect from the date of its incorporation.

Acknowledgements

By signing this consent, I acknowledge that:

1. I have been provided with a copy of, or access to, the proposed constitution of CogniKin Pty Ltd and understand its terms.

2. I understand the duties and obligations of a director under the Corporations Act 2001 (Cth), including but not limited to:
   - Section 180: Duty to act with care and diligence
   - Section 181: Duty to act in good faith and for a proper purpose
   - Section 182: Prohibition on improper use of position
   - Section 183: Prohibition on improper use of information
   - Section 184: Criminal liability for dishonest breach of duties
   - Section 588G: Duty to prevent insolvent trading

3. I hold a valid Director Identification Number (Director ID) as required by section 1272C of the Corporations Act 2001 (Cth), or I will obtain one prior to the date of incorporation.
   - Director ID Number: [TO BE PROVIDED BY ANTHONY]

4. I am not disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 (Cth).

5. I understand that CogniKin Pty Ltd will operate as a single-entity AI brain deployment company, and that the company faces novel liability risks associated with autonomous AI agent actions on behalf of clients.

6. I understand that the company will maintain Directors and Officers (D&O) insurance with a minimum cover of $5,000,000, and that a Deed of Access, Indemnity and Insurance will be executed for my benefit.

7. I understand that I am being appointed as the sole director of CogniKin Pty Ltd, in accordance with the company's single director governance policy, and that additional directors (including a PE-nominated director and an independent director) may be appointed in accordance with the Shareholders Agreement.

Director Details

Disclosure of Interests

In accordance with section 191 of the Corporations Act 2001 (Cth), I disclose the following material personal interests:

1. I hold a 20% equity interest in CogniKin Pty Ltd through [Anthony's Family Trust -- name to be confirmed] (Class A Ordinary Shares).

2. I provide CTO services to CogniKin Pty Ltd through [Anthony's entity -- to be confirmed] under a Service Agreement.

3. I hold an equity interest in Apex Performance Pty Ltd.

4. I am the architect and developer of components of the CogniKin platform, including the K2K inter-brain communication protocol, and have assigned relevant IP to CogniKin Pty Ltd under the IP Assignment Deed.

Signature

By executing this document via CogniSign, I confirm my consent to act as a director of CogniKin Pty Ltd and the accuracy of the information provided above.

Signed by Anthony William Brace

Date: ________

This consent is provided in accordance with section 201D of the Corporations Act 2001 (Cth). It will be lodged with ASIC as part of the company's registration (Form 201).