ENTROPY NEURODYNAMICS LIMITED — Capital/Financing Update 2019

Jul 24, 2019

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EXOPHARM LIMITED

ACN 163 765 991

SHARE PURCHASE PLAN 2019 OFFER DOCUMENT

This Offer of Shares in the Company is made on the terms and conditions of the Share Purchase Plan set out in this Offer Document and the accompanying Application Form.

The closing date for this Offer is 5:00pm Melbourne time on 15[th] August 2019, subject to being closed early or extended at the Company’s discretion.

It is important that you read this Offer Document and accompanying Application Form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this Offer.

Certain capitalised terms used in this Offer Document have the meaning set out in the Glossary on page 9.

Certain capitalised terms used in this Offer Document have the meaning set out in the Glossary on page 9.	Certain capitalised terms used in this Offer Document have the meaning set out in the Glossary on page 9.
	KEY OFFER DETAILS
Issue price of Shares offered under this Share Purchase Plan:	37 cents ($0.37) per Share
Minimum application amount:	$1,110 (3,000 Shares)
Maximum application amount:^	$14,800 (40,000 Shares)
Applications can be made for parcels of Shares valued (at the issue price) at:*	A. $1,110 (3,000 Shares) B. $3,700 (10,000 Shares) C. $7,400 (20,000 Shares) D. $14,800 (40,000 Shares)
Amount to be raised:	The Company has a target raise of $2,775,000 (i.e. 7,500,000 shares) under the Share Purchase Plan. The Company may at its discretion accept valid applications from eligible Shareholders under this Share Purchase Plan for a greater amount, subject to limitations under the ASX Listing Rules and Corporations Act. The Company reserves the right to scale back applications if valid acceptances for more than $2,775,000 are received.*
Scale-back:	If more than 7,500,000 Shares are validly applied for, then the number of Shares issued to Applicants may be scaled back, in which case refunds will be issued to Shareholders.*
Proposed use of funds:	Funds raised by this Offer will be applied towards: • Acceleration of clinical trials (pre-clinical and clinical) relating to the Company’s previously announced core Development Plan initiatives, i.e. the development program for Plexaris and Exomere products. • Other research and development activities that relate to other activities, such as but not limited to: o engineered exosomes; and o exosome diagnostics • Working capital; and • Expenses of the Offer. See page 4 for further details.

Exopharm Limited – Share Purchase Plan – July 2019

	Exopharm Limited – Share Purchase Plan – July 2019
Is the Offer underwritten?	No, the Offer is not underwritten.
Who is the Lead Manager and Co- Lead Manager:	Alto Capital (AFSL279099) is the Lead Manager. CPS Capital (AFSL 294848) is the Co-Lead Manager.
Offer Date:	25thJuly 2019, being the date of this Offer Document.
Eligibility:	To be eligible under the Offer, the applicant’s address in the Company’s register of members must be in Australia and New Zealand. The applicant must have been registered as a Shareholder on the Record Date.
Record Date (for determining recipients of this Offer):+	7:00pm Melbourne time on 23rdJuly 2019, being the day before the date on which this Share Purchase Plan was announced to ASX.
Closing Date:+	5:00pm Melbourne time on 15thAugust 2019, subject to being closed early or extended at the Company’s discretion. An announcement will be made to ASX if the Offer is closed early or extended. Applications received after the Offer is closed will not be accepted unless the Company otherwise agrees.
Anticipated issue of new Shares:+	20thAugust 2019
Anticipated dispatch of holding statements and (if applicable) refunds:+	20thAugust 2019
Anticipated commencement of trading of new Shares:+	20thAugust 2019

^ Custodians (within the meaning of ASIC CO 09/425) may apply for up to $14,800 (40,000 Shares) on behalf of each distinct beneficiary represented, by returning their completed Application Form and Custodian Schedule (“Custodian Schedule”) which can be obtained from the Company or its Share Registrar. Further details are provided below.

* The Company’s Board may scale back (reduce) the applications received where applications exceed $2,775,000 (i.e. 7,500,000 Shares). The Company reserves the right to accept applications up to the maximum amount permitted under the ASX Listing Rules. In the event that a scale back is applied, preference will be given to eligible applicants on a first come, first served basis and/or a pro-rata scale back – as determined by the board if applications exceed $2,775,000 (i.e. 7,500,000 Shares). The board may give preference to applications which increase small holdings. Eligible Shareholders must ensure they apply for Shares prior to the Closing Date (which is subject to being closed early or extended). The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant. Refunds will be paid to the applicant by cheque. No interest shall be paid on refunded application monies.

+ The above dates are indicative only. The Company reserves the right to change any date without notice including by extending the closing date or closing this Offer early, or to withdraw or cancel this Offer. The Company reserves the right to vary dates via lodgement of an announcement with ASX and eligible Shareholders are therefore encourages Shareholders to monitor the Company’s ASX announcements available via www.asx.com.au.

If you wish to participate in this Share Purchase Plan you must apply for Shares using the personalised Application Form accompanying this Offer Document. If you are a Custodian and wish to apply on behalf of distinct beneficiaries, you must complete and return the personalised Application Form and Custodian Schedule which can be obtained from the Company or its Share Registrar. If any of your details on the Application Form are incorrect, please contact the Company’s Share Registrar urgently.

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Exopharm Limited – Share Purchase Plan – July 2019

CHAIRMAN’S NOTE

Dear Shareholders,

The Company has progressed significantly since the Initial Public Offering in late 2018 and has achieved the following:

• Received HREC approvals for the PLEXOVAL study, being a first in human wound healing Phase I clinical study using Plexaris[TM] ;

• Positive outcomes from Plexaris wound healing pre-clinical model, involving manufacturing of Plexaris in-house by the Exopharm manufacturing team;

• Increased the Exopharm team, including now circa 18 employees and several consultants and contract organisations;

• Advances in manufacturing and analytics of the Plexaris and Exomere products;

• Accelerated early stage research and development into potential other applications of the LEAP technology; and

• Announced a placement to clients of Alto Capital and CPS Capital to raise $4,440,000 at $0.37 (before costs), being the same issue price per Share as Shares offered to Shareholders under this Share Purchase Plan, which attracted new institutional and sophisticated investors, as well as being supported by existing Shareholders and employees. Alto Capital is acting as Lead Manager and CPS Capital is acting as Co-Lead Manager to the Share Purchase Plan.

Please refer to the previous ASX announcements by the Company including those listed below for full details of the above developments.

Exopharm is a global leader in the exosome field.

However, we want to accelerate activities further. It is important to strengthen the Company’s balance sheet to enable further investment into both our core programs as well as other LEAP opportunities.

We believe that Exosome therapeutics represent a new drug modality for regenerative medicine and other applications. The company is focused on commercialising the LEAP Technology and continued investment into the Development Program.

ABOUT EXOPHARM

Exopharm Limited (“Exopharm” or the “Company”) (ASX:EX1) is an Australian regenerative medicine biopharmaceutical company seeking to develop and commercialise exosomes as therapeutic agents – initially a product called Plexaris™ and later a product called Exomeres™.

These products are exosomes that are derived from human platelets in relation to Plexaris, and adult stem cells in relation to Exomeres, and purified using the LEAP Technology and referred to as biologic products.

As its primary focus, Exopharm aims to be a leader in the field of human therapeutics using exosomes as regenerative medicine products for heath span related conditions.

The Development Program: The Company’s main objectives for the next 12 months are to complete the following stages of its Development Program:

• manufacturing - make and supply clinical grade autologous Plexaris product and development of the Exomere manufacturing process;

• clinical use - initial small-scale human clinical studies of autologous Plexaris in wound healing and then additional clinical studies;

• supporting research and development activities - conducting research activities to support the ongoing Development Program and the development of related intellectual property; and

• to also investigate other LEAP Technology Opportunities.

Details of the Company’s current activities are set out in the announcements made by Exopharm to the ASX and are available from the ASX website. In particular, the Company notes the following ASX announcements in particular in respect of its Development Plan, which are available from the Company’s website exopharm.com or under the code “EX1” at the ASX’s website www.asx.com.au:

.asx.com.au:
Date	Announcement Title(s)	Description
22/07/2019	Share Placement and Share Purchase Plan Announced; and Investor Deck	Announcement of Placement, SPP and amount of funds to be raised and an Investor Deck.
22/07/2019	Secures Ethics Approval for Plexoval Clinical Trial	Melbourne Health Human Research Ethics Committee has approved the PLEXOVAL to test the PlexarisTMexosome product in wound healing.

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Exopharm Limited – Share Purchase Plan – July 2019

Date	Announcement Title	Description
22/05/2019	Acceleration of Development Program	Progress in relation to in-house manufacturing and clinical trial preparations.
01/04/2019	Market Update - April 2019	Market Update in relation to R&D activities.
05/02/2019	Positive outcomes in first animal study involving Plexaris and Exomeres	Report on its early-stage proof of concept (POC) animal study that investigated the safety, efficacy and biochemistry of treating rodents with either Plexaris or Exomeres in a model of wound healing.

A full list of the Company’s announcements is also available from the Company’s and ASX’s websites.

INHERENT RISKS OF INVESTMENT IN BIOTECHNOLOGY COMPANIES

There are a number of inherent risks associated with the development of biopharmaceutical products to a marketable stage. The lengthy clinical trial process is designed to assess the safety and efficacy of drug products prior to commercialisation and a significant proportion of drug products fail during this process. Other risks relating to patent protection and enforcements rights, obtaining necessary clinical trial and registration approvals. An Investment in companies specialising in drug development should be regarded as highly speculative. Exopharm strongly recommends that professional investment advice be sought prior to such investments.

ABOUT THE PROPOSED USE OF FUNDS

Funds raised through the Share Purchase Plan are intended to be applied as follows (assuming valid applications for a total of $2,775,000 (7,500,000 Shares) are received and accepted):

Proposed use of funds	$	%
Acceleration of clinical trials (pre-clinical and clinical) relating to the core Development Plan initiatives, i.e. the development program for Plexaris and Exomere products	1,950,000	70%
Other research and development activities that relate to other activities, such as but not limited to: o Engineered exosomes; and o Exosome diagnostics	410,000	15%
Working capital	330,000	12%
Expenses of the Offer	$85,000	3%
TOTAL	2,775,000	100%

If fewer acceptances are received, funds will be applied in priority to acceleration of clinical trials after payment of expenses of the Offer. If total applications accepted exceed $2,775,000 (7,500,000 Shares), additional funds are proposed to be applied evenly to the Acceleration of clinical trials (pre-clinical and clinical) relating to the core Development Plan initiatives and to working capital, after payment of any additional expenses of the Offer.

IMPORTANT INFORMATION

Participation in the Share Purchase Plan is entirely optional and is subject to the terms and conditions specified in this Offer Document. Shares offered under the Share Purchase Plan are offered at an issue price of 37 cents ($0.37) per Share. This price represents a:

• 18% discount to the volume weighted average price of the Company’s Shares sold on the ASX for the last five days on which the Company’s Shares were traded prior to 24[th] July 2019, being the day this Offer was announced; and

• a 15% discount to the volume weighted average price for the last 30 days on which the Company’s Shares were traded prior to 24[th] July 2019, being the day this Offer was announced.

Fractional entitlements to Shares will be rounded up and amounts payable rounded to the nearest whole dollar.

Each offer made under this Share Purchase Plan to eligible Shareholders is made on the same terms and conditions.

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Exopharm Limited – Share Purchase Plan – July 2019

The Offer is not underwritten.

Price Risk: Applicants should specifically consider the risk of movement in market value of the Company’s Shares. The market price of the Company’s Shares may change between the Offer Date and the date when the Shares are issued to applicants under this Share Purchase Plan, with the effect that the price or value of the Shares which applicants receive under this Share Purchase Plan may be more or less than the price paid for the Shares. The closing price of the Company’s Shares on the last trading day before the announcement of the Offer was 44.5 cents ($0.445). The trading price may rise or fall after the Offer Date, after the date upon which the Shares are applied for, before the Shares are issued, or before the Shares can be traded. There is no certainty that applicants will be able to sell their Shares for more than or at the same price as they paid for them, or at all. Information about the prices at which the Company’s trade on ASX can be obtained from the ASX website (www.asx.com.au) using the code “EX1”. Closing prices can also be found in daily newspapers.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Offer Document. Because of this, recipients of this Offer Document should have regard to their own objectives, financial situation and needs.

Recipients of this Offer Document should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to apply for Shares under this Share Purchase Plan, or acquire additional Shares or other securities in the Company.

The Offer under this Share Purchase Plan is non-renounceable, meaning that a Shareholder cannot transfer the right to participate in the Offer to another person or entity. Participation in this Offer is not compulsory.

The Offer is made pursuant to ASIC CO 09/425. Accordingly, the Company is exempted from the requirements contained in Parts 6D.2 and 6D.3 of the Corporations Act. The Company will not be issuing a prospectus in relation to the Shares offered under the Share Purchase Plan and is not required to seek the approval of Shareholders in relation to the Offer under the Share Purchase Plan.

Directors and officers of the Company (and their associates) who hold Shares as at the Record Date may participate in this Offer, subject to the terms and conditions set out in this Offer Document and the Application Form.

The Company reserves the right to vary the terms and conditions of this Share Purchase Plan without notice. The Company reserves the right to waive strict compliance with the terms and conditions of this Share Purchase Plan, including but not only by accepting applications received after 5:00pm Melbourne time on the Closing Date.

The Company also reserves the right to terminate this Share Purchase Plan at any time. In the event of termination of this Share Purchase Plan, or rejection of any application for any reason, all monies received shall be refunded to the applicant without interest by cheque.

The Company’s rights and powers may be exercised by the directors of the Company or any delegate of the directors.

This Share Purchase Plan, Offer, and terms and conditions (including the Application Form) are governed by the laws applying in the State of Victoria, Australia. By applying for Shares applicants agree to submit to the exclusive jurisdiction of the Courts of that State and the courts of appeal from those Courts.

SHARES OFFERED

The Shares offered under this Share Purchase Plan are fully paid ordinary shares in the capital of the Company. Shares issued under this Share Purchase Plan shall rank equally with, and have the same terms as, the Company’s other Shares.

The Company will not be obliged to issue Shares and the applicant will not be entitled to receive or be issued Shares until the Board resolves to issue the Shares. After the Shares are issued, the Company will promptly make an application to the ASX for the Shares to be admitted to quotation. The anticipated timetable for issuing Shares and sending holding statements to successful applicants is set out on page 2 of this Offer Document. It is the responsibility of applicants to determine their allocation prior to trading in Shares. Applicants trading Shares before they receive their holding statements will do so at their own risk.

APPLYING FOR SHARES UNDER THE SPP

To apply for Shares under the Share Purchase Plan, please refer to the accompanying Application Form including the instructions and important information, and utilise the payment options detailed below:

• Make your payment via BPAY®[1] for one of the designated subscription amounts set out on the Application Form using the personalised customer reference number set out on the Application Form. There is no requirement to return the Application Form if you are paying by electronic means. You may only make a payment by BPAY if you are the holder of

1 ® Registered to Bpay Pty Ltd ABN 69 079 137 518

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Exopharm Limited – Share Purchase Plan – July 2019

an account with an Australian Financial Institution that supports BPAY® transactions. If applying by BPAY, you need to ensure your payment is received by the Share Registry by no later than 5:00pm Melbourne time on the Closing Date. Applicants should be aware that their own financial institution may implement early cut off times with regards to electronic payments and therefore should take this into consideration when making payment; or

• Complete the accompanying Application Form and return it, together with a cheque made payable to “Exopharm Limited SPP” and cross “Not Negotiable” in the amount equal to the designated subscription amounts selected, to the Share Registry’s address below:

By Mail: By hand delivery (between Sydney office hours 9:00am – 5:00pm AEST): Exopharm Limited SPP Exopharm Limited SPP C/- Automic Group C/- Automic Group GPO Box 5193 Level 5, 126 Phillip Street SYDNEY NSW 2001 SYDNEY NSW 2000

Telephone: 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). www.automic.com.au; corporate.actions@automic.com.au

By completing and returning the Application Form accompanying this Offer Document or making a payment for Shares offered under this Share Purchase Plan by BPAY, the applicant acknowledges that it is an eligible Shareholder and agrees to be bound by the Constitution of the Company and by the terms and conditions set out in this Offer Document and the Application Form. Receipt by the Company’s Share Registry of a completed Application Form accompanying this Offer Document or payment for Shares offered under this Share Purchase Plan by BPAY constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions of this Offer Document and the Application Form by the applicant.

It is the applicant’s responsibility to ensure any application and application monies are received at the address specified on the Application Form before the close of this Offer being 5:00pm Melbourne time on the Closing Date. Note, your bank may impose cut off times for processing payments, and/or may impose daily limits – it is important that you make your payment in time and according to any limits so that payment for the full amount of Shares you wish to apply for is received on time and in full. Late applications or of application monies received after the specified time will not be accepted, unless the otherwise agrees. Neither the Company nor the Company’s Share Registry accepts any liability for lost, delayed or misdelivered application forms or application monies.

Applications should only be made in one of the designated amounts set out in the Application Form.

The Company reserves the right to reject an application received, and/or may refuse to issue Shares under this Share Purchase Plan, if the Company believes that acceptance of the application or issue of the Shares may be contrary to any applicable law, the terms of ASIC CO 09/425 (or any replacement class order), the Listing Rules of ASX, or the terms and conditions of this Share Purchase Plan.

The Company may amend or complete any application received if such amendment would assist or permit the Company to issue and/or the applicant to receive Shares under this Share Purchase Plan, provided no amendment shall result in the number of Shares to be issued exceeding the number of Shares which may be issued at the Offer price represented by the application monies received. If a cheque or other form of payment of application monies is not honoured, the Company may at its sole discretion issue Shares in response to the application and recover the application monies as a debt due or reject the application.

EFFECT OF RECEIPT

In addition to any acknowledgment noted herein, receipt by the Company’s Share Registry of a completed Application Form or payment for Shares offered under this Share Purchase Plan by BPAY:

• constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions set out in this Offer Document and the Application Form by the applicant;

• represents an acknowledgment that the applicant is lawfully permitted to accept the Offer to acquire the Shares under the Share Purchase Plan and participate in the Share Purchase Plan in accordance with the applicable laws in Australia and any other applicable laws in the jurisdiction in which the applicant and/or the beneficial owner of the Shares is situated;

• represents an acknowledgement that the applicant accepts the risk that the market price of the Shares may fall between the date on which the Application is submitted and the date the Shares the subject of the Offer are issues and allocated;

• • represents an acknowledgement by the applicant that the Company is not liable for any exercise of its discretions referred to in the terms and conditions of this Offer Document or the Application Form; and

• represents an acknowledgement by the applicant that under the terms and conditions of this Offer Document and the Application Form, to the maximum extent possible at law, the applicant releases the Company and its Directors and

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Exopharm Limited – Share Purchase Plan – July 2019

officers from any liability for any loss the applicant may suffer as a result of making any investment in the Company under the Share Purchase Plan.

MAXIMUM APPLICATIONS PER APPLICANT

Each eligible Shareholder who is not a Custodian may only apply for up to $14,800 of Shares (i.e. 40,000 Shares). If a registered holder of Shares receives more than one offer under this Share Purchase Plan (for example, due to multiple registered holdings, including joint holdings), it may only apply for up to $14,800 of Shares in total.

Accordingly, applicants must provide the Company with certification to the effect that the total of the application for Shares subject of the Application Form and any other Shares applied for by the applicant under a share purchase plan or similar arrangement in the 12 months prior to the application (including any Shares which the applicant has instructed a Custodian to acquire on their behalf under a share purchase plan including this Share Purchase Plan or similar arrangement) does not exceed $14,800 (i.e. 40,000 Shares). Joint holders are counted as a single Shareholder for the purposes of determining entitlements. A joint holder who receives more than one offer under the Share Purchase Plan due to multiple registered holdings (including both sole and joint holdings) may only apply for up to $14,800 of Shares in total.

Applications counted in determining whether the $14,800 limit would be exceeded include application made through a Custodian or other nominee. The Application Form includes a statement that the acceptance by the Company of the application will not result in the applicant acquiring Shares under this Offer (or under any other share purchase plan of the Company or similar arrangement) with an application price totalling more than $14,800 in the prior 12-month period. The statement also applies to applications made by BPAY.

CUSTODIANS

A registered Shareholder who is a Custodian holding Shares on behalf of two or more beneficial holders as at the Record Date may acquire multiple parcels with an application price totalling up to $14,800 (40,000 Shares) on behalf of distinct beneficiaries, subject to compliance with the procedures and certification requirements set out in ASIC CO 09/425. In addition, where requested by the Company, Custodians must provide evidence satisfactory to the Company of distinct holdings when accepting the Offer under this Share Purchase Plan. Custodians must establish that the issue of Shares applied for on behalf of a beneficiary will not result in the beneficiary acquiring Shares under this Offer (or under any other share purchase plan of the Company or similar arrangement) with an application price totalling more than $14,800 in the 12-month period prior to an application under this Share Purchase Plan.

Custodians must obtain a separate Custodian Schedule from the Company or the Company’s Share Registry if they wish to accept multiple parcels on behalf of distinct beneficiaries. The lodgement of the personalised Application Form which accompanies this Offer may be treated by the Company as an acceptance by the holder named on the form and not as being made on behalf of distinct beneficiaries.

When requesting a Custodian Schedule from the Company or the Company’s Share Registry, Custodians must allow time for the dispatch, completion and return of the form. Requests should be made to the Share Registry by telephone on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) or in writing via email at corporate.actions@automic.com.au. Requests made on or after the fifth business day before the Closing Date may not result in the separate Application Form being received in sufficient time to allow for lodgement before 5:00pm Melbourne time on the Closing Date.

If you are unsure whether you are a Custodian for the purposes of this Offer, you should obtain independent legal advice.

EXCLUDED APPLICANTS

A Shareholder who alone or with its associates would obtain an interest in more than 20% of the issued voting shares of the Company may be ineligible to accept an offer under this Share Purchase Plan. The Company reserves the right to refuse an application if the applicant (alone or with its associates) would obtain an interest in more than 20% of the issued voting shares of the Company. The Company may amend any application received such that the applicant’s interest alone or with its associates is no more than 20% of the issued voting shares of the Company. In the event that an application is adjusted, the Company will refund to the applicant by cheque without interest the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant.

Only Shareholders whose address in the Company’s register of members is in Australia and New Zealand may apply. Regardless of their address in the register, applicant’s resident in countries outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consent are required or whether formalities need to be observed to enable them to apply for and accept Shares.

Only applicants registered as a Shareholder in the Company’s register of members at 7:00pm Melbourne time on the Record Date may apply.

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Exopharm Limited – Share Purchase Plan – July 2019

Accordingly, this document does not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of an Application Form or payment of application monies will be taken by the Company to constitute a representation by the applicant that there has been no breach of such requirements.

BROKERAGE

No brokerage is payable by applicants in respect of applications or the issue of Shares to applicants under this Share Purchase Plan.

LEAD MANAGER & CO-LEAD MANAGER FEES

Alto Capital (AFSL 279099) and CPS Capital (AFSL 294848) will be paid an SPP management fee of 1% plus a stamping fee of 3% on all Share Purchase Plan applications that are successfully allocated and stamped by an AFSL holder.

ENQUIRIES

You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this Offer.

If you have any questions about this Offer or how to accept this Offer, please contact your stockbroker or professional adviser, or the Company Secretary, David Parker on 03 9111 0026 / info@exopharm.com.

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Exopharm Limited – Share Purchase Plan – July 2019

GLOSSARY

ASIC CO 09/425	ASIC Class Order 09/425 issued by the Australian Securities and Investments Commission,
	as amended.
ALTO Capital	means ACNS Capital Markets Pty Ltd (Alto Capital) (ABN 93 088 503 208) (AFSL 279099).
ASX	means ASX Limited (ACN 008 624 691) and the prescribed financial market known as the
	Australian Securities Exchange.
Application Form	means the personalised application and acceptance form which accompanies this Offer
	Document.
Company or Exopharm	means Exopharm Limited (ACN 163 765 991).
Corporations Act	Means the Corporations Act 2001 (Cth)
CPS Capital	means CPS Capital Group Pty Ltd (CPS Capital) (ABN 73 088 055 636) (AFSL 294848).
Custodian	means a custodian within the meaning of ASIC Class Order 09/425.
Custodian Schedule	means a separate schedule which can be requested, completed and submitted by a
	Custodian.
Director	means a Director of the Company.
HREC	Human Research Ethics Committee
Listing Rules	means the Listing Rules of ASX.
Offer	means the offer of fully paid ordinary Shares to eligible Shareholders made in this Share
	Purchase Plan Offer Document.
Offer Document	means this Share Purchase Plan offer document.
Record Date	means 7:00pm Melbourne time on 23rdJuly 2019.
Share	means an ordinary fully paid share in the capital of the Company and “Shares”has a
	corresponding meaning.
Shareholder	means a person who holds Shares.
Share Purchase Plan or	means the share purchase plan described in this Offer Document.
SPP
Share Registrar	means Automic Pty Ltd (ABN 27 152 260 814).

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