Condition precedent to Second Placement and other offers Clause Samples

Condition precedent to Second Placement and other offers. Clauses 8 to 13 do not become binding on the parties, and Second Placement Completion must not take place, until the Company’s shareholders approve: (a) the issue of the First Placement Shares for the purposes of ASX Listing Rule 7.4 (and for all other purposes); (b) the issue of the Second Placement Shares for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule 10.11 (and for all other purposes); (c) Apeiron increasing its voting power in the Company from a point that is below 20% to a point that is above 20% that would otherwise be in breach of section 606 of the Corporations Act as a result of: (i) the subscription of any Shares under the Concurrent Entitlement Offer; (ii) the subscription of any Shares under any Further Offer or as a result of Apeiron complying with its obligations under clause 13 of this document; and (iii) the issue of the Warrants, and the issue of Shares upon exercise of the Warrants, for the purposes of item 7 of section 611 of the Corporations Act (and for all other purposes); (d) if the Company obtains a waiver from ASX of ASX Listing Rule 7.3.4 to permit the FO Shortfall Shares to be issued by the dates contemplated by clause 13, the issue of FO Shortfall Shares for the purpose of ASX Listing Rule 7.1 (and for all other purposes); (e) any other approval, in the reasonable opinion of the Company or Apeiron, required under the ASX Listing Rules, the Corporations Act or any other purpose in connection with the transactions the subject of clauses 8 to 13; and (f) the re-election or appointment of the First Apeiron Nominee as a director of the Company, being, the Stage 2 Condition.