Aeris Capital Raising Details

Underwriting Agreement (cont.) We are Aeris 23. the Company breaches the Underwriting Agreement (including any representation or warranty) or a representation or warranty becomes misleading or deceptive or not true or correct; 24. certain information provided by or on behalf of the Company to the Underwriters in relation to the Offer (and the associated due diligence process) is or becomes misleading or deceptive (including by omission); 25. there is a change in law or policy in Australia (other than a law or policy which has been announced prior to the date of the Underwriting Agreement) any of which does or is likely to prohibit or regulate the Offer, capital markets or stock markets; 26. the Company contravenes applicable law or regulation, its constitution, the ASX Listing Rules or any other order or request by ASIC, ASX or a government agency; 27. any aspect of the Offer does not comply with applicable law or the ASX Listing Rules (including the terms of any waiver granted by ASX); 28. there is an event or occurrence of any government agency which makes it illegal for the Underwriters to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Offer; 29. (i) trading of all securities quoted on ASX, Hong Kong Stock Exchange, London Stock Exchange or New York Stock Exchange is suspended or limited in a material respect for a whole day on which that exchange is open; (ii) a general moratorium on commercial banking activities in Australia, Hong Kong, the United States or the United Kingdom is declared by the relevant central banking authority or there is a disruption in commercial banking or securities settlement or clearance services in any of those countries; (iii) any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, Hong Kong, the United States of America, the United Kingdom or the international financial markets; or (iv) hostilities or a national emergency not presently existing commence (whether war or national emergency has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, Hong Kong, the People's Republic of China, South Korea, Japan, Israel, Iran, the United States of America, the United Kingdom, any member of the European Union or any member state of the North Atlantic Treaty Organization, or a major terrorist act is perpetrated in any of those countries or any diplomatic, military, commercial or political establishment of any of those countries elsewhere in the world, or: A. B. nuclear weapons of any sort are used in connection with; or the military of any member state of the North Atlantic Treaty Organization becomes directly involved in, the Ukraine conflict that is currently ongoing. In respect of certain events above, the underwriting obligations can only be terminated where the Underwriters have reasonable grounds to believe that the relevant circumstances could have a material adverse effect on the success, settlement or marketing of the Offer or on the ability of the Underwriters to market or promote or settle the Offer, or could lead to a contravention by the Underwriters or their affiliates or liability for the Underwriters or their affiliates under any applicable law. The remaining Underwriter may elect to take up the rights and assume the obligations of the terminating Underwriter. The Company will not be obliged to pay a terminating Underwriter any fees which are not payable or accrued prior to the date of termination. The Underwriting Agreement also contains representations and warranties, indemnities and undertakings in favour of the Underwriters. 50 50

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