CAMBIUM BIO LIMITED — Remuneration Information 2013

Sep 17, 2013

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Share Option Plan

REGENEUS PTY LTD (ACN 127 035 358)

Our Ref: 4205559 Level 8 Angel Place 123 Pitt Street Sydney NSW 2000 Email sydney@daslaw.com.au Website www.daslaw.com.au ABN 84 338 278 574 GPO Box 983 Sydney NSW 2001 DX 101 Sydney Tel 61 2 8233 9500 Fax 61 2 8233 9555

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Table of Contents

	Table of Contents
1.	DEFINITIONS & INTERPRETATION	1
2.	OPTION ENTITLEMENT	3
3.	EXPIRY OF OPTIONS	4
4.	EXERCISE OF OPTIONS	4
5.	CANCELLATION OF OPTIONS	5
6.	BONUS ISSUES	5
7.	NEW ISSUES	5
8.	EQUAL RANKING	5
9.	COMPLIANCE WITH LAW AND ORDERS	5
10.	CALCULATIONS	6
11.	FORFEITURE OF OPTIONS AND SHARES	6
12.	RECAPITALISATION AND REORGANISATION	7
13.	ELIGIBLE EMPLOYEE'S RIGHT TO DEAL WITH SHARES	7
14.	ADMINISTRATION AND AMENDMENT	7
15.	SHARES SUBJECT TO THE OPTION PLAN	8
16.	NO ASSIGNMENT OF OPTIONS	8
17.	NOTICES	8
18.	DUTIES AND TAXES	8
19.	REPLACEMENT OF OPTION AGREEMENT	8
20.	POWER TO ADJUST OPTIONS AND EXERCISE PRICE	8
21.	MISCELLANEOUS	9
22.	GOVERNING LAWS	10
SCHEDULE 1		11
SCHEDULE 2		12

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TERMS AND CONDITIONS OF THE

REGENEUS PTY LTD

(ACN 127 035 358)

SHARE OPTION PLAN

The terms and conditions of the Regeneus Pty Ltd Share Option Plan are as follows:

1. DEFINITIONS & INTERPRETATION

1.1 Definitions

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

Board of Directors or Board means the board of directors of the Company from time to time.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Company means Regeneus Pty Ltd ACN 127 035 358.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act, 2001 (Cth).

Diluted Ordinary Share Capital means the total of the following:

• (a) all Shares;

• (b) all Options issued under this Option Plan;

• (c) all other options issued by the Company excluding Options issued under this Option Plan;

• (d) all other convertible issued securities,

as at the relevant date of the issue of Options under this Option Plan.

Eligible Employee means any person who is employed by, or is a director, officer or executive, of the Company or any related body corporate of the Company and whom the Remuneration Committee determines is eligible to participate in the Option Plan.

Exercise Notice means a notice substantially in the form of Schedule 1.

Exercise Price means the exercise price per Option as set out in the Option Agreement between the Company and the Eligible Employee as determined by the Remuneration Committee in its sole discretion.

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Expiry Date in relation to an Option means the date in accordance with clause 3 of this Option Plan.

Financial Year means 1 July to 30 June.

Grant Date in relation to an Option means the date on which an Option is issued by the Company and as set out in the Option Agreement.

Group means the Company and its related bodies corporate (if any).

Listing Rule(s) means the official listing rules of ASX as they apply to the Company from time to time.

Option Agreement means the agreement between the Company and an Option holder setting out the number of Options issued to the Option holder, the Grant Date, the Expiry Date, the Exercise Price and any other specific terms relevant to those Options, in a form similar to Schedule 2.

Option holder means the person registered in the Company's register of Option holders as the holder of Options.

Option means an option over an unissued Share issued pursuant to this Option Plan.

Option Plan or Plan means the Regeneus Pty Ltd Share Option Plan constituted by these terms and conditions.

Outstanding Options means Options that remain unexercised from time to time, including Vested Options.

Permanently Disabled means the disablement of an Eligible Employee the effect of which is in the opinion of a medical expert, likely to be permanent and will stop that Eligible Employee continuing his or her employment with the Company or its related body corporate.

Redundancy or Redundant means where the job roles and responsibilities of an Eligible Employee within the Company or its related body corporate become redundant and as a result the Eligible Employee's employment with the Company or its related body corporate is terminated whether voluntarily or involuntarily.

related bodies corporate has the same meaning as in the Corporations Act.

Remuneration Committee means any person or persons appointed by the Board of Directors to administer the Option Plan, and in the absence of such person or persons being appointed, means the Board.

Shareholder(s) means those persons registered in the Company's register of members as the holder of Shares in the Company.

Shareholders Agreement means any shareholders agreement in relation to the Company as may be amended from time to time.

Share(s) means fully paid ordinary shares in the capital of the Company, or the ordinary shares into which fully paid ordinary shares are reconstructed from time to time.

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Share Price means the fair market value of a Share at the relevant date certified in writing by a registered company auditor in New South Wales.

Vested Options means Options the Eligible Employee may exercise at any time from the Vesting Date in accordance with the terms contained in the Option Agreement or as specified in clause 4 of the Option Plan.

Vesting Date means the date that the Options granted to an Eligible Employee will vest in the Eligible Employee in accordance with the terms of the Eligible Employee's Option Agreement.

1.2 Interpretation

In these terms and conditions, unless the context otherwise requires:

• (a) headings are for convenience only and do not affect the interpretation of these terms and conditions;

• (b) the singular includes the plural and vice versa;

• (c) the word "person" includes a firm, body corporate, unincorporated association and governmental authority;

• (d) a reference to any statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

• (e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

• (f) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;

• (g) an agreement, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally;

• (h) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

• (i) a reference to a currency is a reference to Australian currency unless otherwise indicated;

• (j) a reference to a time is a reference to the time in Sydney, Australia; and

• (k) an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these terms and conditions.

2. OPTION ENTITLEMENT

• (a) The Remuneration Committee may offer Options to Eligible Employees.

• (b) Subject to clauses 3, 4, 5, 9 and 11, each Option entitles the Option holder to subscribe for one Share at the Exercise Price.

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• (c) On offer of Options the Company must provide the Eligible Employee with an Option Agreement in a form similar to Schedule 2, which, for the purpose of acceptance, must be signed by the Eligible Employee and returned to the Company within five (5) Business Days. The Company will then issue an option certificate to the Eligible Employee.

3. EXPIRY OF OPTIONS

• (a) Options will expire at 5.00pm on the Expiry Date as set out in the relevant Option Agreement.

• (b) Options not exercised on or before 5.00pm on the Expiry Date automatically lapse.

4. EXERCISE OF OPTIONS

• (a) Subject to clause 4(b) of this Plan, an Option holder whose exercise of Options would not be in breach of clause 9 may exercise the Options during any period and on any terms specified in the Option Agreement, in whole or in part by lodging with the Company Secretary of the Company:

• (i) a copy of the Option Agreement;

• (ii) a duly completed and signed Exercise Notice in accordance with Schedule 1;

• (iii) the subscription money for the relevant Shares, being the number of Options specified in the Exercise Notice multiplied by the Exercise Price; and

• (iv) any necessary documents to become a party to the Shareholders Agreement (if applicable).

• (b) The Remuneration Committee may impose when granting Options such restrictions on the exercise of options as it considers fit, including without limitation individual or organisation performance or share price hurdles.

• (c) Options awarded under an Option Agreement are not transferable otherwise than by will or the laws of intestacy and may be exercised during the Option holder’s lifetime only by the Option holder.

• (d) The Company shall as soon as reasonably practicable after delivery of the items in clause 4(a) and not later than ten (10) Business Days after delivery of those items:

• (i) allot to the Option holder the Shares (fully paid) in respect of the number of Options exercised;

• (ii) deliver to the Option holder a share certificate or holding statement for the Shares so allotted; and

• (iii) cancel the certificate for the Exercised Options and, if applicable, issue a new certificate for any remaining Options covered by the cancelled certificate.

• (e) If the Option holder has died, his or her legal representative shall stand in his or her place for the purposes of clauses 4(a) and 4(c), subject only to

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prior production to the Company of such evidence as would be required to permit the legal personal representative to become registered as a Shareholder.

• (f) The Company must hold the subscription monies in trust for the Option holder pending the allotment of the Shares in accordance with clause 4(d)(i).

5. CANCELLATION OF OPTIONS

• (a) An Option Agreement may provide for the cancellation of the Options in certain circumstances.

• (b) Notwithstanding any other provision of the Option Plan, the Remuneration Committee may cancel an Option if at any time an Eligible Employee is in breach of any terms and conditions of employment of that Eligible Employee.

6. BONUS ISSUES

The Options do not confer any rights to participate in a bonus issue of Shares by the Company.

7. NEW ISSUES

The Options do not confer any rights to participate in a new issue of Shares by the Company.

8. EQUAL RANKING

• (a) Subject to clause 8(b), any Shares allotted pursuant to any exercise of the Options rank pari passu in all respects with other Shares of the Company on issue at the date of allotment.

• (b) Where any Shares are allotted pursuant to the exercise of Options during a period in respect of which a dividend is declared, the holder of those Shares is only entitled to receive the dividend where the Shares were allotted on or before the relevant dividend entitlement date.

9. COMPLIANCE WITH LAW AND ORDERS

• (a) An Option holder must not exercise any Options to have Shares issued to him or her, and no purported exercise has any effect, if in doing so it would be in breach of, or would cause the Company or its related bodies corporate to be in breach of:

• (i) any provision of the Foreign Acquisitions and Takeovers Act 1975 (Cth);

• (ii) any undertaking given by the Company to the Foreign Investment Review Board at the request of the Foreign Investment Review Board from time to time;

• (iii) the Corporations Act;

• (iv) any class order issued by ASIC;

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• (v) any provision of the Listing Rules; or

• (vi) any other applicable law.

• (b) Subject to any relief from such disclosure requirements as contained in the Corporations Act or as issued by ASIC, the Option holder must not exercise any Options unless the Company has a current prospectus or other disclosure document in relation to the Shares that complies with the requirements of the Corporations Act.

10. CALCULATIONS

• (a) Any calculations or adjustments which are required to be made for the purpose of determining the Exercise Price or the number of the Option holder's Outstanding Options must be made by the Remuneration Committee or a certified practicing accountant of the Company and will in the absence of manifest error, be final, conclusive and binding on the Option holder.

• (b) The Company must notify an Option holder of any adjustment made to the Exercise Price or the number of the Option holder's Outstanding Options within ten (10) Business Days after the date of the adjustments.

11. FORFEITURE OF OPTIONS AND SHARES

(a) An Eligible Employee will forfeit any right or interest in any Outstanding Options under this Option Plan to the Company if:

• (i) he or she ceases to be an Eligible Employee at a time when the Eligible Employee is not entitled to exercise such Outstanding Options; or

• (ii) the Eligible Employee has in the opinion of the Remuneration Committee been:

• (A) dismissed with cause; or

• (B) has committed an act of fraud, defalcation, or gross misconduct in relation to the affairs of the Company or any related body corporate (whether or not charged with an offence),

and the Remuneration Committee directs that such Outstanding Options are to be forfeited.

• (b) The Eligible Employee will automatically forfeit any Shares that the Eligible Employee has acquired pursuant to an Option Agreement between the Company and the Eligible Employee if the Eligible Employee has in the opinion of the Remuneration Committee been:

• (i) dismissed with cause; or

• (ii) has committed an act of fraud, defalcation, or gross misconduct in relation to the affairs of the Company, its related bodies corporate or any related body corporate (whether or not charged with an offence);

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and the Remuneration Committee directs that such Shares are to be forfeited.

• (c) If the Remuneration Committee directs that a Share is to be forfeited in accordance with clause 11(b), the Company may, in its sole discretion, pay the Eligible Employee an amount for each Share forfeited equal to the lesser of:

• (i) the Exercise Price paid to acquire the Share; and

• (ii) the fair market value of the Share at the date of forfeiture as determined by the Remuneration Committee in its sole discretion.

• (d) The Eligible Employee will be required to hand over the share certificate(s) representing the Shares acquired under an Option Agreement between the Eligible Employee and the Company to the Company Secretary on the request of the Company pursuant to any direction given by the Remuneration Committee under clause 11(b).

12. RECAPITALISATION AND REORGANISATION

• (a) The existence of this Option Plan shall not affect in any way the right or power of the Board or the Shareholders to make or authorise any adjustment, recapitalisation, reconstruction, reorganisation or other change in the capital structure of the Company.

• (b) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company the number of Options or the Exercise Price of the Options granted under this Plan will, subject to the law, be adjusted in the same proportion as the issued capital in the Company is reconstructed and in a manner which will not result in additional benefits being conferred on the holders of Options that are not conferred on the Shareholders.

• (c) The Company must give notice to an Option holder of any adjustment to the number of Shares to which the Option holder is entitled to subscribe for or be issued on exercise of an Option or the Exercise Price per Option in accordance with any adjustments made under clause 12(b).

13. ELIGIBLE EMPLOYEE'S RIGHT TO DEAL WITH SHARES

There may be restrictions placed on the Eligible Employee under their Option Agreement or under the Shareholders Agreement (if applicable) in dealing with any Shares acquired under the Option Plan.

14. ADMINISTRATION AND AMENDMENT

The Remuneration Committee will administer this Option Plan and has the power to:

• (a) determine procedures from time to time for administration of this Option Plan;

• (b) amend or modify the terms and conditions of this Option Plan including increasing the total number of Shares that shall be reserved for issuance

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under the Option Plan, whether to make the Option Plan comply with the Listing Rules or otherwise;

• (c) subject to clause 10(a), resolve conclusively all questions of fact or interpretation arising in connection with this Option Plan; and

• (d) delegate to any one or more persons, for any period and on any conditions determined by the Remuneration Committee, the exercise of any of its powers or discretions arising under this Option Plan.

15. SHARES SUBJECT TO THE OPTION PLAN

• (a) The total number of Shares that shall be reserved for issuance under this Option Plan and any other employee share schemes in the Company shall not exceed twelve percent (12)% of the Diluted Ordinary Share Capital in the Company as at the date of issue of the relevant Options under the Option Plan, subject to adjustment for changes in capitalisation of the Company as provided in clause 15(b).

• (b) If any change is made in the terms of provisions of the Shares subject to this Option Plan (whether by reason of reorganisation, merger, consolidation, recapitalisation, rights issues, share split, combination of shares, exchange of shares, change in corporate structure, or otherwise), then appropriate adjustments shall be made to the maximum number of Shares subject to and reserved under this Option Plan without any action by the Board.

16. NO ASSIGNMENT OF OPTIONS

The Options may not be assigned, transferred or encumbered in any way by the Option holder. Any such assignment, transfer or encumbrance of Options shall cause the Options to lapse immediately. This does not prevent the exercise in accordance with the terms and conditions of this Option Plan of Options by the estate of a deceased Option holder.

17. NOTICES

Any notice regarding the Options will be sent to the registered address of the Option holder as recorded in the register of option holders maintained by the Company.

18. DUTIES AND TAXES

The Company is not responsible for any duties or taxes which may become payable in connection with the issue and allotment of Shares pursuant to an exercise of the Options or any other dealing with the Options or Shares.

19. REPLACEMENT OF OPTION AGREEMENT

If any Option Agreement is lost, stolen, mutilated, defaced or destroyed, it will be replaced by the Company on production of any evidence, indemnity and security the Company reasonably requires.

20. POWER TO ADJUST OPTIONS AND EXERCISE PRICE

(a) If:

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• (i) Shares are issued pro rata to the Company’s shareholders generally by way of a bonus issue (other than an issue in lieu of dividends or by way of a dividend reinvestment) involving capitalisation of reserves of distributable profits;

• (ii) Shares are issued pro rata to the Company’s shareholders generally by way of a rights issues; or

• (iii) any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company is effected,

the number of Options, or the number of Shares to which each Option holder is entitled upon is the exercising of Options, or any amount payable on the exercise of Options (or both the number and amount payable if appropriate) will be adjusted in the manner determined by the Board, having regard to the ASX Listing Rules and, in the case of a pro rata rights issue, the adjustment will reflect an application of the formula in ASX Listing Rule 6.22.2.

• (b) Where additional Options are granted to the Option holder under this clause 20, such Options will be subject to the same terms and conditions as the original Options granted to the Option holder (including without limitation, any vesting conditions) unless the Board determines otherwise.

• (c) The Board must as soon as reasonably practicable after making any adjustments under this clause 20 give notice in writing of the adjustment to any affected Option holder.

21. MISCELLANEOUS

• (a) Except as otherwise provided in this Option Plan, the rights and obligations of an Eligible Employee under the terms of his or her employment with the Company or any of its related bodies corporate shall not be affected by his or her participation in this Option Plan.

• (b) The Option Plan shall not form part of or be incorporated into any contract of employment of any Eligible Employee with the Company or any of its related bodies corporate unless expressly stated and does not confer directly or indirectly on Eligible Employee any legal or equitable right whatsoever against the Company or any of its related bodies corporate.

• (c) No Eligible Employee shall have any rights to compensation or damages in consequence of the termination of his or her employment for any reason whatsoever in so far as those rights arise from his or her ceasing to have rights under this Option Plan as a result of such termination.

• (d) Except as otherwise expressly provided by this Option Plan, the Remuneration Committee has absolute and unfettered discretion to act or refrain from acting under or in connection with this Option Plan or any Options under this Option Plan and in the exercise of any power or discretion in respect thereof any decision made by the Remuneration Committee under this Option Plan shall be binding on the Eligible Employee.

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• (e) In the event of any dispute or disagreement as to the interpretation of this Option Plan, or as to any question or right arising from or related to this Option Plan or to any Options under this Option Plan and in the exercise of any power or discretion in respect thereof any decision made by the Remuneration Committee under this Option Plan shall be binding on the Eligible Employee.

22. GOVERNING LAWS

The Options are governed by and must be construed in accordance with the laws of the state of New South Wales.

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SCHEDULE 1

REGENEUS PTY LTD (ACN 127 035 358)

SHARE OPTION PLAN – OPTION EXERCISE NOTICE

I, [INSERT NAME] being the registered holder of the Options specified below, elect to exercise the Options as specified below in accordance with clause 4 of the terms and conditions of the Option Plan.

Number of Options being exercised: ………………………………………………..

Name and address of the Shareholder to be entered into the shareholders' register of Regeneus Pty Ltd in respect of Shares issued:

………………………………………………..

………………………………………………..

…………………………Postcode: ………..

Enclosed with this notice is the certificate for the Options referred to above together with the relevant exercise money being $ [INSERT AMOUNT] .

In exercising the Options to acquire Shares, I agree to be bound by the provisions of any Shareholders Agreement and the Constitution of Regeneus Pty Ltd and to sign any necessary documents to become a party to any Shareholders Agreement.

Date:

………………………………………..

Signed by the Option holder

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SCHEDULE 2

REGENEUS PTY LTD (ACN 127 035 358)

SHARE OPTION PLAN AGREEMENT

THIS AGREEMENT is made on

BETWEEN: REGENEUS PTY LTD ACN 127 035 358 ( Company )

AND:

[Insert name] of [insert address] ( Employee )

RECITALS

In recognition of Employee's services and commitment to the Company and to provide Employee with an opportunity to share in the financial success of the Company, the Company offers the opportunity to Employee to purchase Shares in the Company in accordance with the terms and conditions of the Regeneus Pty Ltd Share Option Plan ( Option Plan ).

The Company and Employee agree as follows:

Capitalised terms used in this Agreement that are not defined herein shall have the same meaning as specified in the Option Plan.

1. Grant of Options

The Company grants [insert] options ( Options ) to Employee on the date of this Agreement ( Grant Date ). Each Option entitles Employee to subscribe for one Share at the Exercise Price on the terms and conditions of this Agreement.

2. Option Price and Exercise Price

The price of the Options is [$nil].

The Exercise Price per Option is [$insert].

3. Exercise of Options

• (a) Subject to the earlier expiration of the Options, Vested Options may only be exercised in accordance with clause 4 of the Option Plan and if required by law, during the period permitted for the exercise of Options pursuant to any prospectus or disclosure document lodged with ASIC.

• (b) Subject to satisfaction of the performance hurdles (if any) in clause 6 of this Agreement, your Options will vest in accordance with the following vesting table:

Vesting Date	Maximum no of Options that may Vest at each Vesting Date
[Insert 12 months following the Grant Date]	[20% of the Options]

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[Insert 24 months following the Grant Date]	[20% of the Options]
[Insert 36 months following the Grant Date]	[20% of the Options]
[Insert 48 months following the Grant Date]	[20% of the Options]
[Insert 60 months following the Grant Date]	[20% of the Options]

4. Expiry Date

• (a) Subject to the earlier expiration of the Options under this clause 4, the Options will expire at 5.00pm on the date that is ten (10) years following the Grant Date.

• (b) If Employee ceases employment with the Company or its related body corporate as a result of the Employee being dismissed with cause or if the Employee has committed an act of fraud, defalcation, or gross misconduct in relation to the affairs of the Company or any related body corporate (whether or not charged with the offence) then all Options (whether they are Vested Options or not) will expire on the date the Employee ceases employment with the Company or its related body corporate.

• (c) If Employee ceases employment with the Company or its related body corporate as a result of the voluntary resignation by Employee then Employee may exercise the Vested Options up to 30 days following the date that the Employee ceases to be employed by the Company or its related body corporate but in any event no later than ten (10) years after the Grant Date of the Options. All unvested Options will expire on the date that the Employee ceases employment with the Company or its related body corporate.

• (d) If the Employee:

• (i) dies while in the employ of the Company or its related body corporate; or

• (ii) becomes Permanently Disabled while in the employ of the Company or its related body corporate,

then the Employee or the Employee’s estate (or the person who acquires the Options by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) may exercise the Vested Options up to one (1) year following the date that the Employee ceases to be employed by the Company or its related body corporate but in any event no later than ten (10) years after the Grant Date of the Options. All unvested Options will expire on the date that the Employee ceases employment with the Company or its related body corporate.

• (e) If the Employee:

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• (i) is made Redundant by the Company or its related body corporate; or

• (ii) retires from the Company or its related body corporate by reason of normal retirement at age 55,

then the Employee may exercise the Vested Options up to one (1) year following the date that the Employee ceases to be employed by the Company or its related body corporate but in any event no later than ten (10) years after the Grant Date of the Options. All unvested Options expire on the date that the Employee ceases employment with the Company or its related body corporate.

5. Prospectus or Disclosure Document

If required by law, the Board must procure the preparation and lodgement with ASIC of a prospectus or disclosure document to permit the exercise of the Options pursuant to clause 9(b) of the Option Plan.

6. Performance Hurdles

The number of Options that will vest at each Vesting Date (as set out in clause 3(b) of this Agreement) is subject to satisfaction of the following performance hurdles:

[Insert performance hurdles.]

7. Accelerated Vesting

• (a) If one (1) of the following events occurs in relation to the Employee:

• (i) the death of the Employee;

• (ii) the Employee becomes Permanently Disabled; or

• (iii) such other circumstance as the Remuneration Committee may at any time determine,

then the Remuneration Committee may, in its sole discretion, determine that all Options become Vested Options on the occurrence of the relevant event and subject to their earlier expiry under clause 4 of this Agreement will be exercisable by the Employee or the Employee’s estate or personal representative (if applicable).

8. Right of First Refusal

• (a) If the Employee wishes to sell some or all of the Shares which he holds in the Company then the Employee acknowledges and agrees that:

• (i) he must give notice in writing of such intention to the Board (the Notice ); and

• (ii) such Shares shall first be offered to the Company pursuant to which, the Board may, in its sole discretion resolve to buy back all such Shares held by the Employee in the Company in accordance with the provisions of the Corporations Act and at a buy back price per Share equal to the market value of a Share at the buy back date.

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• (b) The Company has a period of seven (7) Business Days following receipt of the Notice in which to notify the Employee in writing of whether it intends to buy back the Shares in accordance with its rights under clause 8(a) of this Agreement.

• (c) For the purposes of clause 8(a) of this Agreement, the market value of a Share on a particular date (the Buy Back Date ) means:

• (i) if the Shares are listed on the ASX or other recognised public stock exchange, the final price of a Share in the Company for the immediately preceding Business Day on which the Shares were traded on the ASX or other recognised public stock exchange; or

• (ii) if the Shares are not listed on the ASX or other recognised public stock exchange, the arm’s length value of a Share in the Company as specified in a written report prepared by an independent registered company auditor.

9.

Entire Agreement

• (a) This Agreement, including the terms and conditions of the Option Plan as incorporated under clause 13, contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

• (b) This Agreement sets out the full extent of each party's obligations and liabilities in relation to its subject matter, whether in contract, tort, negligence, breach of statutory duty or otherwise.

10.

Cancellation of Options

• (a) The Employee may in writing to the Company Secretary request the Company to cancel any part of or all of the Options granted to the Employee under this Agreement (whether the Options have vested or not vested) on the date that the Employee ceases to be an employee of the Company or its related body corporate.

• (b) If the Employee requests the Company to cancel any part of or all of the Employee’s Options in accordance with this clause 10, the Company must cancel those Options for nil consideration on the same date that the Employee ceased to be an employee of the Company or its related body corporate.

11. Shareholders Agreement

Employee agrees that if he or she becomes a Shareholder of the Company through the exercise of Options under this Agreement then Employee will sign all necessary documents to become a party to any Shareholders Agreement (if applicable) when the Shares are allotted to Employee.

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12. Constitution

The Employee agrees to be bound by the provisions of the Constitution of Regeneus Pty Ltd.

13. Terms and Conditions

• (a) By signing this Agreement, Employee acknowledges that the terms and conditions of the Option Plan have been read and incorporated as part of this Agreement.

• (b) To the extent that there is any inconsistency between this Agreement and the Option Plan, then this Agreement shall prevail.

14. Amendment

This Agreement may only be amended by a document in writing signed by all the parties.

15. Governing Law

This Agreement is governed by and must be construed in accordance with the laws of the state of New South Wales.

SIGNED by ) REGENEUS PTY LTD ACN 127 ) 035 358 ) in accordance with section 127 of the ) Corporations Act 2001: ) )

)

) )

...................................................... ) ...................................................... Signature of Director/Secretary ) Signature of Director ) ...................................................... ) ...................................................... Name of Director/Secretary ) Name of Director

SIGNED by [Employee] ) in the presence of: ) ) ) ......................................................... ) Witness ) ...................................................... ) Signature of [Employee] ) ......................................................... ) Name of Witness (printed) ) )

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