ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at Building 191, Murdoch University, South Street, Murdoch, Western Australia on 27 January 2016 at 3pm (WST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9360 2888

Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice.

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Orthocell Limited will be held at Building 191, Murdoch University, South Street, Murdoch, Western Australia on 27 January 2016 at 3pm (WST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 25 January 2016 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of issue of Shares and Warrants pursuant to the Placement

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 526,597 Shares (at an issue price of $0.493 each) and 11,848,403 Warrants on 19 November 2015 to various institutional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Ratification of issue of Shares pursuant to the Placement

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,250,000 Shares (at an issue price of $0.493 each) on 19 November 2015 to various institutional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject of Resolution 2 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(d) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Participation of a Director in Placement – Stewart Washer

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Stewart Washer, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 70,994 Shares at an issue price of A$0.493 per Share and 95,842 Warrants."

Voting exclusion

The Company will disregard any votes cast on Resolution 3 by Stewart Washer and any Associate of Stewart Washer.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Participation of a Director in Placement – Lars Lidgren

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Lars Lidgren, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 40,568 Shares at an issue price of A$0.493 per Share and 54,767 Warrants."

Voting exclusion

The Company will disregard any votes cast on Resolution 4 by Lars Lidgren and any Associate of Lars Lidgren.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Participation of a Director in Placement – Paul Anderson

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Paul Anderson, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 10,142 Shares at an issue price of A$0.493 per Share and 13,692 Warrants."

Voting exclusion

The Company will disregard any votes cast on Resolution 5 by Paul Anderson and any Associate of Paul Anderson.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 6 – Participation of a Director in Placement – Qixiao Zhou

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Qixiao Zhou, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 40,568 Shares at an issue price of A$0.493 per Share and 54,767 Warrants."

Voting exclusion

The Company will disregard any votes cast on Resolution 6 by Qixiao Zhou and any Associate of Qixiao Zhou.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Resolution 7 – Issue of Shares and Warrants to Company officers

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“ That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 40,568 Shares at an issue price of $0.493 per Share and 54,766 Warrants to certain senior managers of the Company on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion

The Company will disregard any votes cast on Resolution 7 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 18 December 2015

By Order of the Board

==> picture [120 x 39] intentionally omitted <==

Simon Robertson Company Secretary

How to vote

Shareholders can vote by either:

attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, by facsimile or online.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but do not nominate the identity of their proxy, will be taken to have appointed the Chairman as their proxy to vote on

their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chairman will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman, the secretary or any Director that do not contain a direction as to how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

To be effective, proxies must be received by 3pm (WST) on 25 January 2016. Proxies received after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed Proxy Form in person to: Automic Registry Services Suite 1A, Level 1, 7 Ventnor Avenue,

West Perth, WA 6005

by post using the pre-addressed envelope provided with this Notice to: PO Box 223, West Perth WA 6872
by faxing a completed Proxy Form to + 61 8 9321 2337
online via our share registry @ https://automic.7g.com.au/loginlisted.aspx and by following the below instructions:
Security Code – using the dropdown box select “Orthocell Limited”;
SRN/HIN – enter your personal holder number;
Enter your postcode if your holding has a registered address in Australia or your country if it is registered overseas;
Click the “Login” button; and
Click on the “Voting” tab to commence registering your voting intention.

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 3pm on 25 January 2016. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5pm (WST) on 25 January 2015.

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of the Shareholders of Orthocell Limited to be held at Building 191, Murdoch University, Murdoch, Western Australia on 27 January 2016 at 3pm (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

Background on the Placement

On 17 November 2015, the Company announced that it had entered into a subscription agreement to raise up to A$4,426,862 (before costs) via a private placement to selected institutional investors in the US, Australia and, subject to shareholder approval, various directors and officers of the Company ( Subscription Agreement ) ( Placement ).

The issue price under the Placement is $0.493 per Share. Under the Subscription Agreement, the Company will issue to investors 1.35 free attaching warrants for each Share issued ( Warrants ). The Warrants have an exercise price of $0.58 and expire on the date 5 years from the date they are issued. The full terms of the Warrants are attached as Annexure A to this Notice.

Funds raised under the Placement will be used to progress the Company’s portfolio of products and for working capital purposes.

The Subscription Agreement provided for the Placement to be undertaken in two tranches:

(a) on 19 November 2015, 8,776,597 Shares and 11,848,403 Warrants were issued to various institutional investors raising $4,326,862 before costs ( Tranche 1 ); and
(b) subject to Shareholder approval, an additional 202,840 Shares and 273,834 Warrants will be issued to various Directors and officers of the Company ( Tranche 2 ).

1. Resolution 1 – Ratification of issue of Shares and Warrants under Tranche 1

The Tranche 1 Shares and Warrants were issued without Shareholder approval as follows:

(a) 526,597 Shares and 11,848,403 Warrants were issued under the Company’s 15% placement capacity under Listing Rule 7.1; and
(b) 8,250,000 Shares were issued under the Company’s additional 10% placement capacity under Listing Rule 7.1A.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 526,597 Shares and 11,848,403 Warrants on 19 November 2015 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to the Shares and Warrants is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 526,597 Shares and 11,848,403 Warrants were issued;
(b) the Shares were issued at an issue price of A$0.493 each and the Warrants were free attaching to the Shares;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company ranking equally in all respects with the existing fully paid ordinary then Shares on issue and the Warrants have the terms outlined in Annexure A of this Notice;
(d) the Shares and Warrants were issued to various institutional investors, all of whom are unrelated parties of the Company; and
(e) funds raised have been and will be used to progress the Company’s portfolio of products and for working capital purposes.

2. Resolution 2 – Ratification of issue of Shares under Tranche 1

As noted above, 8,250,000 Shares under the Placement were issued under the Company’s additional 10% placement capacity under Listing Rule 7.1A.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 10% threshold set by Listing Rule 7.1A. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 10% of the issued capital of the Company without requiring Shareholder approval.

Resolution 2 seeks ratification under Listing Rule 7.4 of the issue of 8,250,000 Shares on 19 November 2015 in order to restore the ability of the Company to issue further Shares within the 10% limit during the next 12 months.

The following information in relation to the Shares and Warrants is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 8,250,000 Shares were issued;
(b) the Shares were issued at an issue price of A$0.493 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company ranking equally in all respects with the existing fully paid ordinary then Shares on issue;
(d) the Shares were issued to various institutional investors, all of whom are unrelated parties of the Company; and
(e) funds raised have been and will be used to progress the Company’s portfolio of products and for working capital purposes.

3. Resolutions 3, 4, 5 and 6 - Participation of Directors Stewart Washer, Lars Lidgren, Paul Anderson and Qixiao Zhou in Placement

3.1 General

As detailed above, under Tranche 2 of the Placement, the Company proposes to issue an additional 202,840 Shares at an issue price of $0.493 per Share together with 273,834 free attaching warrants to various directors and officers of the Company.

Resolutions 3,4, 5 and 6 seek Shareholder approval for the issue of up to:

(a) 70,994 Shares and 95,842 Warrants to Stewart Washer, or his nominee(s);
(b) 40,568 Shares and 54,767 Warrants to Lars Lidgren, or his nominee(s);
(c) 10,142 Shares and 13,692 Warrants to Paul Anderson, or his nominee(s); and
(d) 40,568 Shares and 54,767 Warrants to Qixiao Zhou, or his nominee(s),

arising from their proposed participation in Tranche 2 of the Placement. Resolution 7 seeks Shareholder approval under Listing Rule 7.1 to issue 40,568 Shares and 54,766 Warrants to officers of the Company.

3.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

Messrs Washer, Lidgren, Anderson and Zhou are all Directors of the Company and therefore related parties of the Company. The proposed issue of Shares and Warrants to them arising from their participation in the Placement constitutes the giving of a financial benefit to them which requires Shareholder approval under Chapter 2E of the Corporations Act unless a relevant exception applies.

Section 210 of the Corporations Act broadly provides that Shareholder approval under Chapter 2E is not required where the financial benefit provided by the public company to the related party is on arm’s length terms (or worse for the related party).

The Directors have resolved (in the absence of Mr Washer in respect of his proposed participation in the Placement and the absence of Mr Lidgren in respect of his proposed participation in the Placement and the absence of Mr Anderson in respect of his proposed participation in the Placement and in the absence of Mr Zhou in respect of his proposed participation in the Placement) that the arm’s length exception in section 210 of the Corporations Act applies to the proposed participation of Messrs Washer, Lidgren, Anderson and Zhou in the Placement as they will be participating in the Placement on exactly the same terms as un-related parties save for the requirement to obtain Shareholder approval.

Accordingly, Shareholder approval under Chapter 2E of the Corporations Act for the participation of Messrs Washer, Lidgren, Anderson and Zhou is not required.

3.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that shareholder approval is required for an entity to issue or agree to issue equity securities to a related party.

Resolutions 3, 4, 5 and 6 seek Shareholder approval for the purposes of ASX Listing Rule 10.11 and for all other purposes for Messrs Washer, Lidgren, Anderson and Zhou (or their nominees) to participate in the Placement up to the extent set out above.

3.4 Impact of Resolutions 3, 4, 5 and 6

The impact of passing Resolutions 3,4,5 and 6 on the Directors’ voting power in the Company, (assuming each receives the number of Shares and Warrants noted at section 3.1 above) is set out in the following table:

Director	Number of Shares	Number of Warrants	Number of Options	Percentage voting power in the Company on an undiluted *basis (Total* issued share capital of the Company is 91,438,869) **	Percentage voting power in the Company on a fully diluted *basis (Total* issued share capital of the Company is 112,668,840) **
Stewart Washer	440,261	95,842	1,650,000	0.48%	1.94%
Lars Lidgren	964,091	54,767	150,000	1.05%	1.04%
Paul Anderson	6,973,750	13,692	2,750,000	7.63%	8.64%
Qixiao Zhou	5,996,241	54,767	150,000	6.56%	5.50%

3.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 3, 4, 5 and 6:

(a) the Shares and Warrants will be issued under the Placement to Messrs Washer, Lidgren, Anderson and Zhou, each of whom are Directors of the Company (or their nominee(s));
(b) the maximum number of Shares and Warrants to be issued is 70,994 Shares and 95,842 Warrants to Mr Washer or his nominee, 40,568 Shares and 54,767 Warrants to Mr Lidgren or his nominee, 10,142 Shares and 13,692 Warrants to Mr Anderson or his nominee and 40,568 Shares and 54,767 Warrants to Mr Zhou or his nominee;
(c) the Company will issue the Shares and Warrants within one month of the date of Meeting (or such later date as approved by ASX);
(d) the Shares under the Placement will be issued at $0.493 per Share. The Warrants are free attaching Warrants for which no additional cash consideration is payable;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and the Warrants have the terms outlined in Annexure A of this Notice; and
(f) funds raised under the Placement will be used to progress the Company’s portfolio of products and for working capital purposes.

If approval is given for the grant of the Shares under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

4. Resolution 7 – Issue of Shares and Warrants

4.1 Introduction

Resolution 7 seeks Shareholder approval for the purpose of Listing Rule 7.1 and for all other purposes for the issue of a maximum of 40,568 Shares at an issue price of $0.493 per Share and

a maximum of 54,766 Warrants under Tranche 2 of the Placement to various officers of the Company.

Listing Rule 7.1 broadly provides that in any 12 month period, a company may issue equity securities up to 15% of its issued capital.

The effect of Resolution 7 will be to allow the Company to issue 40,568 Shares and 54,766 Warrants under Tranche 2 of the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without diminishing the Company’s 15% placement capacity under Listing Rule 7.1.

4.2 Information required by Listing Rule 7.3

The following information in relation to the Shares and Warrants to be issued is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) the maximum number of Shares to be issued is 40,568 and the maximum number of Warrants to be issued is 54,766;
(b) the Company will issue the Shares and Warrants no later than three months after the date of the Meeting (unless otherwise extended by way of ASX granting a waiver to the Listing Rules);
(c) the Shares will be issued at a price $0.493 per Share. The Warrants are free attaching Warrants for which no additional cash consideration is payable;
(d) the Shares and Warrants will be issued to various officers of the Company, none of whom are related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue and the Warrants will have the terms outline at Annexure A to this Notice;
(f) the Company intends to issue the Shares and Warrants shortly after the Meeting and the Shares and Warrants will all be issued on the one day; and
(g) the funds raised under the Placement will be used to progress the development of the Company’s product portfolio and for general working capital purposes.

5. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

5.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (ie. a ‘proxy’) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

5.2 Voting exclusions and restrictions

Shareholders must observe the voting exclusions and restrictions set out in the Notice in relation to the Resolutions.

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian dollars.

Associate has the meaning given to that term by sections 10 to 17 of the Corporations Act.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Orthocell Limited ABN 57 118 897 135.

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Listing Rules means the listing rules of ASX.

Meeting means the general meeting of Shareholders convened by the Notice.

Notice means this notice of general meeting.

Placement has the meaning given to that term in the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Warrant means a warrant to purchase a Share with terms which form Annexure A of this Notice.

WST means Western Standard Time, being the time in Perth, Western Australia.

This page is left intentionally blank

Annexure A – Warrant Terms

FORM OF SERIES A WARRANT

ORTHOCELL LIMITED

SERIES A WARRANT TO PURCHASE ORDINARY SHARES

Warrant No.: __ Number of Ordinary Shares:___ Date of Issuance: October _____, 2015 (" Issuance Date ")

Orthocell Limited, a public company incorporated under the laws of Australia (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, __, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., Sydney time, on the Expiration Date, (as defined below), _ (___) fully paid Ordinary Shares subject to adjustment as provided herein (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, this " Warrant "), shall have the meanings set forth in Section 16. This Warrant is one of the Series A Warrants to purchase Ordinary Shares (the " Subscription Warrants ") issued pursuant to Section 4 of that certain Share Subscription Agreement, dated as of October _, 2015 (the " Subscription Date "), by and among the Company and the investors (the " Buyers ") referred to therein (the " Share Subscription Agreement "). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Share Subscription Agreement.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f), if applicable), this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date and on or prior to the Expiration Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the " Exercise Notice "), of the Holder's election to exercise this Warrant and (ii) receipt by the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the " Aggregate Exercise Price ") in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the " Transfer Agent "). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder has delivered the Aggregate Exercise Price or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the " Share Delivery Date ") (provided that if the Aggregate Exercise Price has not been

delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall, subject to the Corporations Act and ASX Listing Rules, issue and allot the Warrant Shares to the Holder, in accordance with the CHESS Rules, to the Holder's custodian's nominated CHESS account and, subject to the below provision for a later prospectus, issue a Cleansing Statement to the ASX Company Announcements Platform. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance and allotment of the Warrant Shares to the Holder's custodian's nominated CHESS account, in accordance with the CHESS Rules, if any. Upon delivery of the Exercise Notice, if at such time (a) the Ordinary Shares, either directly or through an American depositary receipt program sponsored by the Company, become listed on an Eligible Market that is located in the United States, and (b) the Company has received a valid notice of exercise in respect of some or all of the Warrant Shares; the Holder, directly or through its custodian, shall be deemed, for the purposes of Regulation SHO under the U.S. Securities Exchange Act of 1934, as amended, to have become the holder of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are issued and allotted to the Holder's custodian's nominated CHESS account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded down to the nearest whole number. If required, the Company shall pay any and all stamp, transfer or similar taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Subject to the Corporations Act and ASX Listing Rules, the Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. If the Company does not issue a Cleansing Statement, or that Cleansing Statement for any reason is not effective to ensure that an offer for issue of the Warrant Shares does not require disclosure to investors (as defined in the Corporations Act), the Company must within seven (7) days of the issue of the Warrant Shares lodge with Australian Securities and Investments Commission a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act and the Subscriber will not resell such Warrant Shares until the prospectus is lodged.

(b) Exercise Price. For purposes of this Warrant, " Exercise Price " means

$A0.58, subject to adjustment as provided herein.

(c) Company's Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue and allot to the Holder's custodian's nominated CHESS account on or prior to the Share Delivery Date.

such number of Ordinary Shares to which the Holder is entitled upon the Holder's exercise of this Warrant (an " Exercise Failure "), then, in addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the Share Delivery Date and during such Exercise Failure an amount equal to 1.5% of the product of (A) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Date and to which

the Holder is entitled, and (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise.

(d) Cashless Exercise. Notwithstanding anything contained herein to the contrary, if the Ordinary Shares, either directly or through an American depositary receipt program sponsored by the Company become listed on an Eligible Market that is located in the United States (the date of such listing, the “ Listing Date ” ) and if after the date that is six (6) months after the Listing Date, a registration statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “ Unavailable Shares ”) is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of Ordinary Shares determined according to the following formula (a " Cashless Exercise "):

Net Number = (A x B) - (A x C) D

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.
B= the arithmetic average of the Closing Sale Prices of the Ordinary Shares for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.
C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
D= the last Closing Sale Price of the Ordinary Shares at the time of delivery of the Exercise Notice.

Solely for purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Share Subscription Agreement. The Company agrees not to take any position contrary to this Section 1(d).

(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 11.

(f) Beneficial Ownership. Notwithstanding anything to the contrary contained herein, if the Ordinary Shares become registered pursuant to Section 12 of the Exchange Act, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the " Maximum Percentage ") of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Subscription Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company's most recent Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding (the " Reported Outstanding Share Number "). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, (i) the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding, (ii) to the extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the " Reduction Shares ") and (iii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the " Excess Shares ") shall be deemed null and void and shall, subject to the Corporations Act and ASX Listing Rules, be cancelled ab initio (and for the avoidance of doubt, the Holder consents to any cancellation or buyback), and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares.

Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Subscription Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

(g) Authorized Shares. The Company hereby covenants and agrees that it will not take any steps or actions to amend its constituent documents to decrease its ability to issue the maximum number of shares contemplated to be issued pursuant to this Warrant.

(h) No Quotation. The Company does not intend to seek quotation of this

Warrant on the Principal Market.

(i) ADSs. Notwithstanding anything herein to the contrary, if the Ordinary Shares are at any time represented by American depositary shares pursuant to an American depositary receipt program sponsored by the Company (" ADSs "), the Holder may, in its sole and absolute discretion, elect to exercise this Warrant for either Ordinary Shares or ADSs at any time and from time to time when this Warrant is exercisable. One election by the Holder shall not limit the Holder's election for any subsequent exercises.

(j) Fundamental Transactions. The Company shall not enter into any definitive agreement implementing a Fundamental Transaction unless it is a required condition to the occurrence or consummation of such Fundamental Transaction that the Successor Entity or Successor Entities agree to pay the Holder, at the request of the Holder delivered before the ninetieth (90th) day after the occurrence or consummation of such Fundamental Transaction, in consideration of the transfer or cancellation of the unexercised portion of this Warrant, within five (5) Business Days after such request (or, if later, on the day the consideration is paid to Company ordinary shareholders in respect of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant.

Notwithstanding anything herein to the contrary, the following:

Section 2(a) and (c) apply unless and until the Company is removed from the Official List of the ASX and the Ordinary Shares, either directly or through an American depositary receipt program sponsored by the Company become listed on an Eligible Market that is located in the United States; then on and from the Listing Date Section 2(a) and (c) cease to apply or have any effect and Section 2A(a) in the Annexure applies in place of them.

Section 2(b) applies unless and until the Company is removed from the Official List of the ASX; then on and from that date Section 2(b) ceases to apply or have any effect and Section 2A(b) in the Annexure applies in place of it.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Adjustment. Other than as set out in this Warrant or the ASX Listing Rules (while the Company is on the Official List of ASX), this Warrant does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which this Warrant can be exercised.

(b) Adjustment Upon Subdivision or Combination of Ordinary Shares. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of issued capital of the Company, this Warrant will be re-organised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

(c) No Participating Rights or Entitlements. There are no participating rights or entitlements inherent in this Warrant and Holders will not be entitled to participate in new issues of capital offered during the currency of this Warrant, except upon exercise of this Warrant.

3. PRO RATA ISSUES AND BONUS ISSUES.

(a) If there is a pro rata issue (except a bonus issue) to the holders of Ordinary Shares, the Exercise Price of this Warrant may be reduced according to the following formula:

==> picture [94 x 23] intentionally omitted <==

O’= the new Exercise Price of this Warrant.

O =

the old Exercise Price of this Warrant.
E = the number of Ordinary Shares into which one Warrant is exercisable.
Note: E is one unless the number has changed because of a bonus issue.
P = the volume weighted average market price per security of the Ordinary Shares, calculated over the 5 Trading Days ending on the day before the ex-rights date or ex-entitlements

date.

S = the subscription price for a security under the pro rata issue.

D = the dividend due but not yet paid on the existing Ordinary Shares (except those to be issued under the pro rata issue).

N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(b) If there is a bonus issue to the holders of Ordinary Shares, the number of securities over which this Warrant is exercisable may be increased by the number of securities

which the holder of this Warrant would have received if this Warrant had been exercised before the record date for the bonus issue.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its constitution, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid Ordinary Shares upon the exercise of this Warrant.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed to be a shareholder of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (other than upon exercise of this Warrant) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders, unless and to the extent such notices and other information are publicly released on ASX.

6. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant. If this Warrant is to be transferred, the Holder must assign and novate this agreement to the transferee on the same terms and conditions as this Warrant and shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 6(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant

or Warrants (in accordance with Section 6(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Subscription Warrants for fractional Warrant Shares shall be given.

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a) or Section 6(c), the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant. For the avoidance of doubt, any reference to the issuance of Warrants for the purposes of this Section 6(d) and the rest of this document does not represent an issue of new equity securities but represents an update of the details of the document of title to which the Warrant relates.

NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9 of the Share Subscription Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at the earlier of what is required under the ASX Listing Rules and fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each of the Company and the Holder hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the Company and the Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company or the Holder (as the case may be) at the address set forth in Section 9 of the Share Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude either the Company or the Holder from bringing suit or taking other legal action against the Holder or the Company, as applicable, in any other jurisdiction to collect on the Holder’s obligations to the Company or the Company's obligations to the Holder, as applicable, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Company or the Holder, as applicable. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within one (1) Business Day of receipt or deemed receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within three (3) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed or (b) the disputed arithmetic calculation of the Warrant Shares to an independent, outside accountant, selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available

remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

TRANSFER. Subject to Chapter 6D of the Corporations Act which prevents onsale within 12 months to Australian retail investors where further disclosure would be required, this Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information the Company shall within one (1) Trading Day after any such receipt or delivery publicly disclose such material, nonpublic information to the ASX Company Announcements Platform, on a Current Report on Form 8-K, if applicable, or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) " Affiliate " means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b) " ASX Listing Rules " means the listing rules of the Principal Market as waived or modified in respect of the Company.

(d) “ ASX Settlement Operating Rules ” means the Settlement Operating Rules of ASX Settlement.

(e) " Attribution Parties " means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Ordinary Shares would or could be aggregated with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

(f) Black Scholes Value " means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the "OV" function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the greater of (x) the Closing Sale Price of the Ordinary Shares as of the day the applicable Fundamental Transaction is publicly announced, or, if the Fundamental Transaction is not publicly announced, the date immediately preceding the date the Fundamental Transaction is consummated and (y) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization factor.

(g) " Bloomberg " means Bloomberg Financial Markets.

(h) " Business Day " means:

(1) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

(2) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney.

(i) “ CHESS ” means Clearing House Electronic Subregister System.

(j) " CHESS Rules " means the ASX Settlement Operating Rules and the provisions of the Corporations Act and ASX Listing Rules concerning the electronic share registration and transfer system as and to the extent that they apply to the Company.

(k) " Cleansing Statement " means a notice in relation to the Warrant Shares given by the Company in accordance with section 708A(5) of the Corporations Act.

(l) " Closing Bid Price " and " Closing Sale Price " means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on

an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., Sydney time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

(m) " Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares.

(n) " Corporations Act " means the Corporations Act 2001 (Cth).

(o) Designee " means Empery Asset Management, LP.

(p) " Eligible Market " means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTCQB or the OTCQX.

(q) " Exchange Act " means the U.S. Securities Exchange Act of 1934, as

amended.

(r) " Expiration Date " means the date five years after the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"), the next day that is not a Holiday.

(s) " Fundamental Transaction " means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity (including, without limitation, by scheme of arrangement), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize, recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the date of this Warrant calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(t) " Group " means a "group" as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(u) " Options " means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.

(v) " Ordinary Share " means an issued, fully paid, ordinary share in the capital of the Company.

(w) " Parent Entity " of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(x) " Person " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(y) " Principal Market " means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as appropriate.

(z) Required Holders " means the holders of the Subscription Warrants representing at least a majority of the Ordinary Shares underlying the Subscription Warrants then outstanding and shall include the Designee so long as the Designee or any of its Affiliates holds any Subscription Warrants.

(aa) " Securities Act " means the U.S. Securities Act of 1933, as amended.

(bb) " Subject Entity " means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(cc) " Subsidiary " has the meaning ascribed to such term in the Share Subscription Agreement.

(dd) " Trading Day " has the meaning given to it in the ASX Listing Rules unless and until the Company is removed from the Official List of ASX, after which it means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares on such day, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded; provided that in circumstances where "Trading Day" is used (i) in connection with determining a Closing Bid Price, Closing Sale Price or any other pricing provisions, including, without limitation, the determination of any pricing period and (ii) in any other context provided such day is the last day of a period of time expressed in Trading Days other than share delivery requirements, "Trading Day" shall not include any day on which the Ordinary Shares trade on exchanges and markets for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of trading on such exchanges or markets (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., Sydney time).

(ee) “ Transaction Documents ” means the Share Subscription Agreement.

IN WITNESS WHEREOF , the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.

ORTHOCELL LIMITED

By:_________ Name: Title:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE ORDINARY SHARES ORTHOCELL LIMITED

The undersigned holder hereby exercises the right to purchase _____ of the Ordinary Shares (" Warrant Shares ") of Orthocell Limited, a public company incorporated under the laws of Australia (the " Company "), evidenced by the attached Warrant to Purchase Ordinary Shares (the " Warrant "). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

__ a "Cash Exercise" with respect to ___ Warrant Shares; and/or __ a "Cashless Exercise" with respect to _______ Warrant Shares.

Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $A_______ to the Company in accordance with the terms of the Warrant.
Delivery of Warrant Shares. The Company shall deliver to the holder ____ Warrant Shares in accordance with the terms of the Warrant.
The undersigned consents to being a member of the Company and agrees to be bound by the constitution of the Company.
If and only if the Ordinary Shares become represented by ADSs pursuant to an American depositary receipt program sponsored by the Company, indicate whether the Holder elects to exercise this Warrant for Ordinary Shares or ADSs:

Ordinary Shares ฀ ADSs ฀.[1]

Date: ___ __, ______

______ Name of Registered Holder

By: ______ Name: Title:

1 If no election is made, this Warrant will be exercised for Ordinary Shares.

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs ______ to issue the above indicated number of Ordinary Shares.

ORTHOCELL LIMITED

By:________ Name: Title:

Annexure

Notwithstanding anything herein to the contrary, the following:

Section 2A(a) applies only on and from the Listing Date if the Company is removed from the Official List of the ASX and the Ordinary Shares, either directly or through an American depositary receipt program sponsored by the Company become listed on an Eligible Market that is located in the United States; and
Section 2A(b) applies only if, and from the date that, the Company is removed from the Official List of the ASX.

2A ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant and after the Listing Date, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

(b) Adjustment Upon Subdivision or Combination of Ordinary Shares. If the Company at any time after being removed from the Official List of the ASX subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Ordinary Shares into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after being removed from the Official List of the ASX combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2A(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

All registry communications to: Automic Registry Services PO Box 223 West Perth WA 6872

==> picture [138 x 52] intentionally omitted <==

ORTHOCELL LIMITED | ABN 57 118 897 135

Holder Number

Security Holder Appointment of Proxy –General Meeting

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

OR The Chair as my/our proxy

(Name of Proxy)

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 3.00pm (WST) on 27 January 2016 at Building 191, Murdoch University, South Street, Murdoch, Western Australia and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

VOTING ON BUSINESS OF THE MEETING

Resolutions For Against Abstain Resolutions 1 Ratification of Issue of Shares and 5 Participation of a Director in Placement Warrants pursuant to the Placement - Paul Anderson
2 Ratification of Issue of Shares pursuant 6 Participation of a Director in Placement to the Placement - Qixiao Zhou
3 Participation of a Director in Placement 7 Issue of Shares and Warrants to - Stewart Washer Company officers

For Against Abstain

==> picture [74 x 61] intentionally omitted <==

4 Participation of a Director in Placement - Lars Lidgren

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDER(S):

SIGNATURE OF SHAREHOLDER(S):
Individual or Shareholder 1 Sole Director or Sole Director / Company Secretary	Shareholder 2 Director	Shareholder 3

		Director / Company Secretary

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

APPOINTING A PROXY

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. The appointed proxy may be an individual or body corporate.

If a Body Corporate is appointed to act as your proxy then a representative of that Body Corporate must be appointed to act as its representative. When attending the meeting, the representative must bring a formal notice of appointment as per section 250D of the Corporations Act. Such notice must be signed as required by section 127 of the Corporations Act or the Body Corporate’s Constitution.

If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll.

The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

Note: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

VOTING ON BUSINESS OF MEETING

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the number of votes that the proxy may exercise by writing the number of Shares next to the box marked for the relevant item of business.

Where a box is not marked the proxy may vote as they choose subject to the relevant laws.

Where more than one box is marked on an item the vote will be invalid on that item.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.
Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.
Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

ATTENDING THE MEETING

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

LODGEMENT OF VOTES

To be effective, a validly appointed proxy must be received by the Company not less than 48 hours prior to commencement of the Meeting.

Proxy appointments can be lodged by:

a) Hand Delivery – to Automic Registry Services Suite 1a, Level 1, 7 Ventnor Avenue, West Perth WA 6005; or
b) Post - to Automic Registry Services, PO Box 223, West Perth WA 6872; or
c) Facsimile - to Automic on facsimile number +61 8 9321 2337; or
d) Online – via our share registry @ https://automic.7g.com.au/loginlisted.aspx and follow the below instructions:
Security Code – using the dropdown box select “Orthocell Limited”
SRN/HIN – enter your personal holder number
Enter your postcode if your holding has a registered address in Australia or your Country if it is registered overseas
Click the “Login” button
Click on the “Voting” tab to commence registering your voting intention

Proxy Forms received later than this time will be invalid

AI assistant

ORTHOCELL LIMITED — Proxy Solicitation & Information Statement 2015

65477_rns_2015-12-21_b36bc69e-d67f-4d4a-864e-cc1fb399c1a0.pdf

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF GENERAL MEETING

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Ratification of issue of Shares and Warrants pursuant to the Placement

Voting exclusion

2. Resolution 2 – Ratification of issue of Shares pursuant to the Placement

Voting exclusion

3. Resolution 3 – Participation of a Director in Placement – Stewart Washer

Voting exclusion

4. Resolution 4 – Participation of a Director in Placement – Lars Lidgren

Voting exclusion

5. Resolution 5 – Participation of a Director in Placement – Paul Anderson

Voting exclusion

6. Resolution 6 – Participation of a Director in Placement – Qixiao Zhou

Voting exclusion

7. Resolution 7 – Issue of Shares and Warrants to Company officers

Voting exclusion

How to vote

Voting in person (or by attorney)

Voting by a corporation

Voting by proxy

Shareholders who are entitled to vote

EXPLANATORY MEMORANDUM

Introduction

Background on the Placement

1. Resolution 1 – Ratification of issue of Shares and Warrants under Tranche 1

2. Resolution 2 – Ratification of issue of Shares under Tranche 1

3. Resolutions 3, 4, 5 and 6 - Participation of Directors Stewart Washer, Lars Lidgren, Paul Anderson and Qixiao Zhou in Placement

3.1 General

3.2 Chapter 2E of the Corporations Act

3.3 ASX Listing Rule 10.11

3.4 Impact of Resolutions 3, 4, 5 and 6

3.5 Technical Information required by ASX Listing Rule 10.13

4. Resolution 7 – Issue of Shares and Warrants

4.1 Introduction

4.2 Information required by Listing Rule 7.3

5.

Action to be taken by Shareholders

5.1 Proxies

5.2

Voting exclusions and restrictions

Schedule 1 - Definitions

This page is left intentionally blank

Annexure A – Warrant Terms

FORM OF SERIES A WARRANT

ORTHOCELL LIMITED

SERIES A WARRANT TO PURCHASE ORDINARY SHARES

1. EXERCISE OF WARRANT.

(h) No Quotation. The Company does not intend to seek quotation of this

3. PRO RATA ISSUES AND BONUS ISSUES.

6. REISSUANCE OF WARRANTS.

ORTHOCELL LIMITED

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE ORDINARY SHARES ORTHOCELL LIMITED

ACKNOWLEDGMENT

ORTHOCELL LIMITED

Annexure

Security Holder Appointment of Proxy –General Meeting

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

VOTING ON BUSINESS OF THE MEETING

For Against Abstain

SIGNATURE OF SHAREHOLDER(S):

APPOINTING A PROXY

VOTING ON BUSINESS OF MEETING

SIGNING INSTRUCTIONS

ATTENDING THE MEETING

LODGEMENT OF VOTES

More from ORTHOCELL LIMITED

ORTHOCELL LIMITED Proxy Solicitation & Information Statement 2015