Explanatory Note

Signatures

ASX Market Release, dated April 20, 2020—Avita Medical Announces Intention to Redomicile to the United States of America

Scheme Implementation Agreement

Avita US will become the new holding company of the Avita Group;

shareholders will effectively exchange their shares in the Company for equivalent securities in Avita US; and

the existing listing of the Company on the Australian Securities Exchange (ASX) (being the Company’s current primary listing) and on the NASDAQ Stock Market (NASDAQ) (being the Company’s current secondary listing) will be inverted and replaced with a new listing of Avita US on NASDAQ (as its future primary listing) and on the ASX (as its future secondary listing).

substantially reduce the costs, burden, resourcing and risks associated with dual financial reporting and related compliance obligations that the Company has become subject to in both the United States and Australia (since 31 December 2019), which is expected to save approximately A$400,000 per annum in external professional costs alone;

create a “local” share listing on the NASDAQ exchange in the United States, the largest market for the treatment for burns, and where the Board’s immediate strategy is to further grow the Avita Group’s visibility and presence;

increase the attractiveness of the Avita Group to a broader range of investors in the United States capital market, the largest in the world in terms of market capitalisation and trading volume; and

better align the Avita Group’s corporate structure with its business operations in the United States, which is where nearly all of the Avita Group’s employees are located. The Company derives virtually all of its revenue from the United States, has no physical presence outside of the United States, and a significant majority of its issued share capital (taking into account its American Depositary Shares (ADSs), which are traded exclusively on NASDAQ) is currently held by investors in the United States.

Avita US will acquire all of the Company’s ordinary shares (Shares), and in exchange:

shareholders in eligible jurisdictions who hold Shares (other than the ADS Depositary) will receive 5 CHESS depositary interests (CDIs) in Avita US (Avita US CDIs) for every 100 Shares held by them on the record date for the Redomiciliation (Record Date); and

the ADS Depositary (who holds Shares for the benefit of holders of the Company’s ADSs) will receive one Avita US Share for every 100 Shares held by it on the Record Date and will distribute to ADS holders one Avita US Share for every 5 ADSs held by them on the Record Date (upon surrender by them of their ADSs and payment of the ADS Depositary’s fee for that surrender).

If the Redomiciliation is implemented, Avita US Shares will be quoted on NASDAQ and Avita US CDIs will be quoted on the ASX. Avita US Shares and Avita US CDIs will be transmutable, so that Avita US shareholders can convert their Avita US Shares (on NASDAQ) into Avita US CDIs (on the ASX) (and vice versa).

It is not intended that the Redomiciliation will result in any changes to the operations, management or strategy of the Avita Group.

The Independent Expert concluding that the scheme to give effect to the Redomiciliation is in the best interests of the Company’s shareholders as a whole;

The Company’s shareholders approving the scheme;

The Federal Court of Australia approving the scheme;

Avita US obtaining approval from the Foreign Investment Review Board;

ASX approving Avita US for admission to the official list of the ASX and the Avita US CDIs for official quotation, which approval may be subject to satisfaction of various conditions; and

The Avita US Shares being authorised for listing on NASDAQ, subject to official notice of issuance following implementation of the scheme and any customary conditions.

1.

DEFINITIONS AND INTERPRETATION

2.

SCHEME

3.

OPTIONS, RSUS AND WARRANTS IN AVITA AUSTRALIA

4.

CONDITIONS

5.

GENERAL OBLIGATIONS OF PARTIES

6.

AVITA AUSTRALIA OBLIGATIONS

7.

AVITA US OBLIGATIONS

8.

ANNOUNCEMENT

9.

TERMINATION

10.

REPRESENTATIONS AND WARRANTIES

11.

RELEASE

12.

COSTS AND STAMP DUTY

13.

GST

14.

NOTICES

15.

AMENDMENT AND ASSIGNMENT

16.

GENERAL

Avita Australia is an Australian public company listed on the ASX (as its primary listing) and on NASDAQ (as its secondary listing).

The Avita Australia securities quoted for trading on the ASX are Avita Australia Shares, and the Avita Australia securities quoted for trading on NASDAQ are Avita Australia ADSs.

Avita US is a company incorporated in Delaware in the United States, which has been established for the purpose of effecting a redomiciliation of the Avita Group to the United States.

The Avita Group wishes to effect a redomiciliation from Australia to the United States by Avita US acquiring all of the Avita Australia Shares by way of a scheme of arrangement between Avita Australia and the Avita Australia Shareholders under Part 5.1 of the Corporations Act.

Avita Australia and Avita US propose to implement the Scheme on the terms and conditions of this agreement.

DEFINITIONS AND INTERPRETATION

Definitions

an approval, authorisation, consent, declaration, exemption, licence, notarisation, permit or waiver (however it is described), including any amendment or renewal and any condition attaching to it by or from a Government Authority; and

in relation to anything that could be prohibited or restricted by law if a Government Authority acts in any way within a specified period, the expiry of that period without that action being taken.

a government, whether foreign, federal, state, territorial or local;

a department, office or minister of a government (whether foreign, federal, state, territorial or local) acting in that capacity; or

a commission, delegate, instrumentality, agency, board, or other government, semi-government, judicial, administrative, monetary or fiscal authority, whether statutory or not and whether foreign, federal, state, territorial or local,

Interpretation

The singular includes the plural and conversely.

A gender includes all genders.

If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

A reference to a clause, schedule or annexure is a reference to a clause of, or schedule or annexure to, this agreement.

A reference to an agreement or document (including a reference to this agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this agreement or that other agreement or document.

A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

A reference to legislation (including subordinate legislation) or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

A reference to $ is to the lawful currency of Australia.

Words and phrases not specifically defined in this agreement have the same meanings (if any) given to them in the Corporations Act.

A reference to time is a reference to time in Melbourne, Australia.

The meaning of general words is not limited by specific examples introduced by including, for example, or similar expressions.

Action by the next Business Day

Reasonable endeavours

pay money in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers, to procure the relevant thing) or in circumstances that are commercially onerous or unreasonable in the context of this agreement;

provide other valuable consideration to or for the benefit of any person; or

agree to commercially onerous or unreasonable conditions.

SCHEME

Agreement to propose and implement the Scheme

Avita Australia agrees to propose and implement the Scheme in accordance with Part 5.1 of the Corporations Act and applicable ASIC Policy and subject to the terms and conditions of this agreement, and to use reasonable endeavours to do so in accordance with the Timetable.

Avita US agrees to assist Avita Australia to propose and implement the Scheme in accordance with Part 5.1 of the Corporations Act and applicable ASIC Policy and subject to the terms and conditions of this agreement, and to use reasonable endeavours to do so in accordance with the Timetable.

Outline of Scheme

where a Scheme Participant would otherwise be entitled under the Scheme to receive a Fractional Avita US Share as part of its Scheme Consideration, the Scheme Participant will receive, in accordance with clause 2.8, the proceeds arising from the sale of that Fractional Avita US Share; and

Ineligible Shareholders will receive, in accordance with clause 2.8, the proceeds arising from the sale of the Scheme Consideration that they would otherwise be entitled to receive.

No amendments to the Scheme without consent

Provision of Scheme Consideration

in the case of a Scheme Participant who holds Avita Australia Shares (other than the ADS Depositary, an Ineligible Shareholder or a Scheme Participant in respect of their entitlement to a Fractional Avita US Share), cause the Authorised Nominee to issue five Avita US CDIs to that Scheme Participant for every 100 Avita Australia Shares held by that Scheme Participant on the Record Date and issue to the Authorised Nominee (as depositary) the relevant number of Avita US Shares underlying such Avita US CDIs (being one Avita US Share for every five Avita US CDIs);

in the case of the Scheme Participant who is the ADS Depositary (who holds its Avita Australia Shares for the benefit of the ADS Holders), issue one Avita US Share to the ADS Depositary for every 100 Avita Australia Shares held by the ADS Depositary and procure the ADS Depositary to then, subject to compliance by the ADS Holders with the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such Avita US Shares to the ADS Holders on the basis of one Avita US Share for every five Avita Australia ADSs held by the ADS Holder on the Record Date; and

cause the Authorised Nominee to issue the Sale Securities to the Sale Agent in the form of Avita US CDIs in accordance with clauses 2.7 and 2.8 and issue to the Authorised Nominee (as depositary) one Avita US Share for every 5 Avita US CDIs to be issued to the Sale Agent.

CDIs - registration and notices

On the Business Day prior to the Implementation Date, Avita Australia must procure that Avita US enters in its register of stockholders the name of the Authorised Nominee (as depositary) to hold the Avita US Shares underlying the Avita US CDIs to be issued in accordance with the Scheme.

After the satisfaction of the obligation of Avita Australia in clause 2.5(a), Avita Australia must procure that Avita US:

on the Implementation Date procures that the Authorised Nominee records in the register of Avita US CDIs each Scheme Participant who is to receive Avita US CDIs under the Scheme and issues Avita US CDIs to the Sale Agent in accordance with clause 2.8; and

as soon as is reasonably practical despatches, or causes to be despatched, to each Scheme Participant who is to receive Avita US CDIs under the Scheme, a holding statement or confirmation advice in the name of that Scheme Participant representing the number of Avita US CDIs issued to that Scheme Participant.

Avita US Shares - registration and notices

Fractional Avita US Shares

Sale facility

Where a Scheme Participant is an Ineligible Shareholder and/or is entitled to a Fractional Avita US Share (each, a Selling Shareholder), the number of Avita US Shares or Fractional Avita US Shares to which that Selling Shareholder would otherwise be entitled under the Scheme as part of the Scheme Consideration will be aggregated with those of all the other Selling Shareholders (together, the Sale Securities) and issued to the Sale Agent in the form of Avita US CDIs to be dealt with in accordance with clause 2.8(b). If the number of Sale Securities in aggregate do not represent a whole Avita US Share, then the number of Sale Securities will be rounded up to the next whole Avita US Share and be issued to the Sale Agent.

Avita US will procure that, after the Implementation Date, the Sale Agent must:

as soon as is reasonably practicable (and, in any case, within one month after the Implementation Date) offer all such Sale Securities for sale on the ASX in the form of Avita US CDIs in such manner, at such price and on such other terms as the Sale Agent determines in good faith and at the risk of the Selling Shareholders; and

as soon as is reasonably practicable (and, in any case, within 10 Business Days after settlement of the last of those sales of Sale Securities) remit in Australian dollars the net proceeds to Avita US who will remit to each Selling Shareholder the same portion of the net proceeds of all such sales (after deduction of any applicable brokerage, stamp duty and other charges, fees and taxes) as the Sale Securities issued to the Sale Agent in respect of the Selling Shareholder bears to the total Sale Securities issued to and sold by the Sale Agent in respect of all Selling Shareholders.

The remittance by Avita US to each Selling Shareholder of the sale proceeds contemplated in clause 2.8(b) is in full and final satisfaction of that Selling Shareholder’s rights and entitlements to the Scheme Consideration referable to it.

OPTIONS, RSUS AND WARRANTS IN AVITA AUSTRALIA

the existing Options, RSUs and Warrants in Avita Australia arise out of contracts between Avita Australia and the holders of those securities;

under the contracts referred to in clause 3(a), the existing Options, RSUs and Warrants in Avita Australia will continue after implementation of the Scheme; however, the entitlements of holders to be issued Avita Australia Shares will instead become entitlements to be issued Avita US Shares (in the ratio of one Avita US Share for every 100 Avita Australia Shares to which the holder would otherwise be entitled);

Avita US will, before the First Court Hearing Date, separately covenant (by way of deed poll, substantially in the form of Schedule 4) in favour of holders of the existing Options, RSUs and Warrants in Avita Australia to ensure that holders’ entitlements are made available in accordance with the contracts referred to in clause 3(a); and

in all other respects, the existing Options, RSUs and Warrants in Avita Australia will continue to be subject to the contracts referred to in clause 3(a).

CONDITIONS

Conditions precedent to implementation of the Scheme

(ASIC and ASX) before 8.00am on the Second Court Hearing Date, ASIC and ASX issue or provide all reliefs, waivers, confirmations, exemptions, consents or approvals, and have performed all other acts, necessary, or which Avita Australia and Avita US agree are desirable, to implement the Scheme and such reliefs, waivers, confirmations, exemptions, consents, approvals or other acts (as the case may be) have not been withdrawn, suspended or revoked at 8.00am on the Second Court Hearing Date.

(Avita Australia Shareholder Approval): Avita Australia Shareholder Approval is obtained at the Scheme Meeting convened in accordance with the orders made under section 411(1) of the Corporations Act.

(Court approval of the Scheme): The Court makes orders under section 411(4)(b) of the Corporations Act approving the Scheme.

(Regulatory Approvals): Before 8.00am on the Second Court Hearing Date:

(FIRB approval) one of the following occurs:

Avita Australia has received written notification by or on behalf of the Treasurer under the FATA to the effect that the Commonwealth Government has no objection (unconditionally or on conditions acceptable to Avita US acting reasonably) under its foreign investment policy to Avita US acquiring all of the Scheme Shares under the Scheme (or is precluded from objecting because the time for doing so has passed);

the period provided for under the FATA during which the Treasurer may make an order or interim order under the FATA prohibiting Avita US from acquiring all of the Scheme Shares under the Scheme has elapsed without such an order being made; or

if an interim order has been made by the Treasurer to prohibit Avita US from acquiring the Scheme Shares under the Scheme, the subsequent period for making a final order under the FATA has elapsed without any final order being made; and

(Other approvals) the approvals of all other Government Authorities which Avita Australia and Avita US agree (acting reasonably) are necessary to implement the Scheme or conduct the Avita Group’s business on and from Implementation occurring are obtained.

(Independent Expert’s Report): The Independent Expert issues an Independent Expert’s Report on or before the date on which the Scheme Booklet is lodged with ASIC, which concludes that the Scheme is in the best interests of Avita Australia Shareholders as a whole, without changing that conclusion prior to 8.00am on the Second Court Hearing Date.

(No restraint adversely affecting Implementation): No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal prohibition or restraint preventing the acquisition of all the Scheme Shares by Avita US or otherwise preventing Implementation is in effect as at 8.00am on the Second Court Hearing Date.

(ASX listing and quotation of CDIs): Prior to 8.00am on the Second Court Hearing Date, ASX approves:

Avita US for admission to the official list of ASX; and

the Avita US CDIs for official quotation on the ASX,

(NASDAQ listing): Prior to 8.00am on the Second Court Hearing Date, the Avita US Shares have been authorised for listing on NASDAQ, subject to official notice of issuance following Implementation and any customary conditions.

(Sale Agent): Prior to 8.00am on the Second Court Hearing Date, Avita US appoints the Sale Agent and the Sale Agent has agreed to be issued and to sell the Sale Securities as contemplated by clause 2.8.

(Authorised Nominee): Prior to 8.00am on the Second Court Hearing Date, Avita US appoints the Authorised Nominee and the Authorised Nominee has agreed to the allotment to it of Avita US Shares under the Scheme.

(ATO Class Ruling): The ATO confirms that the ATO Class Ruling will be issued on terms and conditions satisfactory to Avita Australia and Avita US (both acting reasonably).

Benefit and waiver of Conditions

Each of the Conditions is for the benefit of both Avita Australia and Avita US and a breach or non-fulfilment of a Condition can only be waived with the written consent of both parties and any such waiver will only be effective to the extent specifically set out in the waiver. The Conditions in clauses 4.1(b) and 4.1(c) are not capable of waiver.

Each party must use its reasonable endeavours to procure that each Condition is satisfied as soon as practicable after the date of this agreement and continues to be satisfied at all times until the last time it is to be satisfied (as the case may require).

Parties to provide certificates to Court

Condition not satisfied or waived

there is a non-fulfilment of a Condition which is not waived in accordance with this agreement by the time or date specified in this agreement for the satisfaction of the Condition;

there is an act, failure to act or occurrence which will prevent a Condition being satisfied by the time or date specified in this agreement for the satisfaction of the Condition (and the non-fulfilment which would otherwise occur has not already been waived in accordance with this agreement); or

the Scheme has not become Effective by the Sunset Date,

the Scheme may proceed by way of alternative means or methods;

to extend the relevant time for satisfaction of the Condition or to adjourn or change the date of an application to the Court; or

to extend the Sunset Date.

Failure to agree

GENERAL OBLIGATIONS OF PARTIES

AVITA AUSTRALIA OBLIGATIONS

(Announcement): On the date of this agreement, make an Announcement on the ASX (with a copy of such Announcement to be filed with the SEC) in a form agreed between Avita Australia and Avita US.

(Independent Expert’s Report): Commission the preparation of the Independent Expert’s Report and provide all assistance and information reasonably requested by the Independent Expert to enable it to prepare and deliver the Independent Expert’s Report.

(Prepare Scheme Booklet): Prepare the Scheme Booklet and ensure that the Scheme Booklet includes all information required by the Corporations Act, the Corporations Regulations 2001 (Cth), applicable ASIC Policy, applicable Takeovers Panel policy and guidance notes, applicable United States securities laws and regulations, the Listing Rules and the applicable rules of NASDAQ.

(Continuing obligation of disclosure): Between the date of despatch of the Scheme Booklet and the date of the Scheme Meeting, provide to Avita Australia Shareholders such further or new information that may arise during that period and which is necessary to ensure that the information contained in the Scheme Booklet is not false, misleading or deceptive in any material respect (whether by omission or otherwise).

(Court documents): Prepare all documents necessary for the Court proceedings relating to the Scheme in accordance with all applicable laws.

(Consult with Avita US): In a timely manner, consult with Avita US as to the form and content of all documents required for the purposes of the Scheme, including:

the Scheme Booklet; and

the Court proceedings relating to the Scheme.

(Lodgement of Review Draft): As soon as practicable, provide the Review Draft to ASIC (as contemplated by section 411(2) of the Corporations Act).

(Register Scheme Booklet): Request ASIC to register the Scheme Booklet under section 412 of the Corporations Act.

(Apply to Court for order to convene Scheme Meeting): Apply to the Court under section 411(1) of the Corporations Act for an order directing Avita Australia to convene the Scheme Meeting.

(Convene Scheme Meeting): Convene the Scheme Meeting in accordance with any order made by the Court under section 411(1) of the Corporations Act.

(Despatch Scheme Booklet): As expeditiously as practicable following an order made by the Court under section 411(1) of the Corporations Act, despatch a copy of the Scheme Booklet to each Avita Australia Shareholder, each holder of existing Options, RSUs and Warrants in Avita Australia (for information purposes only) and to all other persons entitled to receive notice of the Scheme Meeting.

(ATO Class Ruling): Apply to the ATO for the ATO Class Ruling.

(Section 411(17)(b) statement): Apply to ASIC for:

production of a letter stating that it does not intend to appear at the First Court Hearing Date; and

if Avita Australia Shareholder Approval is obtained, a statement under section 411(17)(b) of the Corporations Act that ASIC has no objection to the Scheme.

(Court approval): Subject to the satisfaction or waiver of all Conditions (other than the Condition in clause 4.1(c)), apply to the Court for orders approving the Scheme under section 411(4)(b) of the Corporations Act.

(Certificate): Before commencement of the hearing by the Court of the application for the order under section 411(4)(b) of the Corporations Act, give:

to Avita US a certificate signed by Avita Australia stating whether or not each representation or warranty given by Avita Australia is true and correct as at the time it is given or made under clause 10; and

to Avita US and the Court the certificate referred to in clause 4.3.

(Not act inconsistently): Not act in a manner inconsistent with obtaining Court approval for the Scheme.

(Lodge copy of order): If the Court approves the Scheme under section 411(4) of the Corporations Act, lodge an office copy of the Court order with ASIC in accordance with section 411(10) of the Corporations Act by 5.00pm on the first Business Day after the day on which the Court approves the Scheme (unless Avita Australia and Avita US agree on a later date).

(Scheme Participants): Close the Register as at the Record Date and give to the Share Registry details of the names, registered addresses and holdings of Avita Australia Shares of every Scheme Participant as shown in the Register on the Record Date, in such form as Avita US may reasonably require, and determine each Scheme Participant’s respective entitlements to the Scheme Consideration (including under clauses 2.7 and 2.8) in accordance with the Scheme.

(Register transfers): Subject to Avita US providing the Scheme Consideration in accordance with the Scheme and the Deed Poll, on the Implementation Date, execute proper instruments of transfer (as applicable) to effect the transfer of all Scheme Shares on issue to Avita US and register all transfers of Scheme Shares in the name of Avita US.

(Suspension of trading): Apply to ASX to suspend trading in Avita Australia Shares with effect from the close of trading on the ASX on the Effective Date, and apply to NASDAQ to suspend trading in Avita Australia ADSs (by way of submission of a “company event form” to NASDAQ in order to transfer the listing of the Avita Australia ADSs to a listing of the Avita US Shares) with effect from the close of trading on NASDAQ on the Implementation Date.

(Scheme): Do all things within its power that are reasonably necessary to lawfully give effect to the Scheme and the orders of the Court approving the Scheme.

AVITA US OBLIGATIONS

(Scheme Booklet): Promptly provide to Avita Australia for inclusion in the Scheme Booklet all information relating to Avita US, Avita US Shares and Avita US CDIs as is required for Avita Australia to prepare the Scheme Booklet (including giving its consent to the form and context in which that information appears in the Scheme Booklet), and ensure that all such information provided is not false, misleading or deceptive in any material respect (whether by omission or otherwise).

(Additional information): As expeditiously as practicable, give to Avita Australia for inclusion in the Scheme Booklet such additional information regarding Avita US which may arise after the Scheme Booklet has been prepared and is required under the Corporations Act, the Corporations Regulations 2001 (Cth), applicable ASIC Policy, applicable Takeovers Panel policy and guidance notes, applicable US securities laws and regulations, the Listing Rules and the applicable rules of NASDAQ to be included in the Scheme Booklet to ensure that the Scheme Booklet is not false, misleading or deceptive in any material respect (whether by omission or otherwise).

(Independent Expert’s Report): Provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation and delivery of the Independent Expert’s Report.

(Deeds poll): Before the First Court Hearing Date, duly execute and enter into the Deed Poll and the deed poll referred to in clause 3(c).

(United States legal opinion): Deliver to Avita Australia an opinion from its United States legal counsel, in a form satisfactory to Avita Australia (acting reasonably), that the Deed Poll and the deed poll referred to in clause 3(c) are legally binding on and enforceable against Avita US under the laws of Delaware.

(Court documents): Prepare all documents which Avita US is required to submit to the Court, and promptly give such documents to Avita Australia for inclusion in the documents which Avita Australia is required to submit to the Court, in connection with the proceedings relating to the Scheme in accordance with all applicable laws.

(Certificate): Before commencement of the hearing by the Court of the application for the order under section 411(4)(b) of the Corporations Act, give:

to Avita Australia a certificate signed by Avita US stating whether or not each representation or warranty given by Avita US is true and correct as at the time it is given or made under clause 10; and

to Avita Australia and the Court the certificate referred to in clause 4.3.

(Not act inconsistently): Not act in a manner inconsistent with obtaining Court approval for the Scheme.

(Authorised Nominee): Appoint the Authorised Nominee to receive under the Scheme and hold Avita US Shares for the benefit of Scheme Participants who are to receive Avita US CDIs as the Scheme Consideration.

(Share transfers): If the Scheme becomes Effective, accept a transfer of all of the Scheme Shares held by Scheme Participants and execute (or procure the execution of) proper instruments of transfer of those securities to Avita US in accordance with the Scheme.

(Avita US Shares): Apply to NASDAQ to list the Avita US Shares via a transfer of listing from Avita Australia to Avita US (subject to the Scheme becoming Effective) and use reasonable endeavours to obtain the satisfaction of any conditions imposed by NASDAQ for such transfer of listing.

(Avita US CDIs): Apply for the Avita US CDIs to be approved for official quotation on the ASX (subject to the Scheme becoming Effective) and use reasonable endeavours to obtain ASX’s approval for official quotation by 8.00am on the Second Court Hearing Date.

(Issue of Avita US Shares): Do all things necessary to issue the Avita US Shares in accordance with the Scheme and this agreement.

(Issue of Avita US CDIs): Do all things necessary under the ASX Settlement Operating Rules to enable the Avita US CDIs to be issued in accordance with the Scheme and this agreement (including confirm to ASX Settlement that the Avita US Shares underlying the Avita US CDIs have been issued to the Authorised Nominee in accordance with ASX Settlement Operating Rule 13.2.3).

(Scheme Consideration): If the Scheme becomes Effective, provide, or cause to be provided, the Scheme Consideration to Scheme Participants as contemplated by the Scheme and in accordance with the Deed Poll on the Implementation Date.

(Notice to holders of Options, RSUs and Warrants): If Implementation occurs, on or shortly after the Implementation Date, provide a notice to each holder of existing Options, RSUs and Warrants in Avita Australia advising them of particulars relating to the number of Avita US Shares or Avita US CDIs that are capable of being issued to them under their Options, RSUs and Warrants (which Options, RSUs and Warrants will continue to operate in accordance with their existing contractual terms).

(Conversion of Avita Australia to a proprietary limited company): Within 40 Business Days following Implementation, pass a special resolution to convert Avita Australia from a public company to a proprietary company limited by shares and lodge all necessary documentation with ASIC to give effect to that conversion.

(Scheme): Do all things within its power that are reasonably necessary to lawfully give effect to the Scheme and the orders of the Court approving the Scheme.

ANNOUNCEMENT

Announcements

Neither party may make an Announcement about this agreement nor any document or transaction contemplated by this agreement or the Scheme unless:

the other party has approved the form of the Announcement; or

the law, the Listing Rules or SEC or NASDAQ rules or regulations require a party to make the Announcement, subject to
clause 8.1(b).

If the law, the Listing Rules or SEC or NASDAQ rules or regulations require a party to make an Announcement about either the subject matter of this agreement or any document or transaction contemplated by this agreement or the Scheme, that party must give the other party as much notice as is reasonably practicable and, to the extent reasonably practical, consult with the other party about the form and content of the Announcement or disclosure.

TERMINATION

Termination for breach

the other party is in material breach of any term of this agreement, or there has been a material breach of a warranty or representation given by the other party under clause 10.1, before the Second Court Hearing Date;

the non-defaulting party has given written notice to the defaulting party specifying the breach and stating an intention to terminate this agreement; and

the breach is not capable of remedy or has not been remedied within five Business Days (or any shorter period ending at 5.00pm on the last Business Day before the Second Court Hearing Date) from the date a notice under this clause is given.

Termination by agreement

Effect of termination

this agreement and the parties obligations under it cease, other than the obligations under clauses 1, 10, 11, 12, 13, 15 and 16, which will survive termination; and

such termination of this agreement does not affect any accrued rights arising from a breach of this agreement prior to termination.

REPRESENTATIONS AND WARRANTIES

Mutual representations and warranties

(status): it is a validly existing corporation under the laws of its place of incorporation;

(power): it has full legal capacity and power to:

own its property and carry on its business; and

enter into this agreement and carry out the transactions that this agreement contemplates in accordance with its terms;

(corporate authority): it has taken all corporate action that is necessary or desirable to authorise it entering into this agreement and carrying out the transactions that this agreement contemplates in accordance with its terms;

(authorisations): it holds each material Authorisation that is necessary or desirable to:

enable it to properly execute this agreement and to carry out the transactions that this agreement contemplates in accordance with its terms;

ensure that this agreement is legal, valid, binding and admissible in evidence; and

enable it to properly carry on its business,

(document effective): this agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms; and

(no contravention): neither its execution of this agreement nor the carrying out by it of the transactions that this agreement contemplates in accordance with its terms does or will contravene, in any material respect:

any law to which it or any of its property is subject or any order of any Government Authority that is binding on it or any of its property;

any Authorisation held by it;

any instrument or undertaking binding on it or any of its property; or

its constitution or by laws, as applicable.

No other representations

Reliance on representations and warranties

When warranties are given

as at the date of this agreement;

as at 8.00am on the Second Court Hearing Date; and

at any other date at which the representation or warranty is expressed to be given under this agreement.

RELEASE

subject to applicable laws (including section 199A of the Corporations Act) and clause 11(b), no officer or employee of a party is liable for anything done or purported to be done in connection with Implementation;

clause 11(a) does not exclude an officer or employee from any liability which may arise from wilful misconduct or bad faith on the part of that person; and

this clause 11 operates as a deed poll in favour of and for the benefit of each officer and each employee of each party and may be relied on and enforced by each such officer or employee in accordance with its terms even though the officer or employee is not named as a party to this agreement.

COSTS AND STAMP DUTY

Subject to clause 12(b), Avita Australia will bear all costs and expenses (including professional fees) incurred by Avita Australia and Avita US in connection with the Scheme.

Avita US will pay all stamp duty and any related fines or penalties in respect of the Scheme (including in connection with the acquisition of the Scheme Shares by Avita US under the Scheme).

GST

In this clause 13:

any words or expressions used in this clause which have a particular meaning in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meanings given to those terms in the GST Act unless the context otherwise requires; and

Supplier means any party treated by the GST Act as making a Supply under this agreement.

Unless otherwise expressly stated, all prices or other sums payable under or in accordance with this agreement are exclusive of GST.

If GST is imposed on any Supply made under or in accordance with this agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.

Payment of the additional amount must be made at the same time as payment for the Taxable Supply is required to be made in accordance with this agreement.

If this agreement requires a party (the First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:

the amount of the Reimbursable Expense net of Input Tax Credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and

if the Other Party’s recovery from the First Party is a Taxable Supply, any GST payable in respect of that Supply,

If an adjustment event occurs in relation to a Supply made under or in connection with this agreement, the GST payable on or for the Taxable Supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.

NOTICES

How to give notice

must be in writing and signed by a person duly authorised by the sender;

must be delivered to the intended recipient by hand, prepaid post or by email to that person’s address or email address set out in clause 14.3.

When notice is given

in the case of delivery by hand, when delivered at the relevant address;

in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) and seven Business Days after the date of posting (if posted to an address outside of the same country); and

in the case of email, when sent by the sender (as recorded on the device from which the sender sent the email) unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee,

Address for notices

AMENDMENT AND ASSIGNMENT

Amendment

Assignment

GENERAL

Consents

agree or consent (or not agree or consent) in its absolute and sole discretion; and

agree or consent subject to conditions.

Further assurances

Entire agreement

Remedies cumulative

No merger

Severability of provisions

Waivers

Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this agreement.

No waiver of a breach of any term of its agreement will operate as a waiver of another breach of that term or of a breach of any other term of this agreement.

Nothing in this agreement obliges a party to exercise a right to waive any conditional term of this agreement that may be in its power.

A provision of or right under this agreement may not be waived except in writing signed by the person granting the waiver.

Governing law

Counterparts

Event

Indicative date

Latest time and date by which proxy forms for the Scheme Meeting must be received by the Share Registry

Time and date for determining eligibility to vote at the Scheme Meeting

Avita Australia Shareholders attend Scheme Meeting (by way of live webcast) and vote on whether to approve the Scheme

Event

Indicative date

Avita Australia informs ASX of its intention to lodge the Court order with ASIC on the following Business Day (being 23 June 2020)

(after Second

Court Hearing)

Time and date for determining entitlements to Scheme Consideration

Subject to the availability of the Court

1.

DEFINITIONS AND INTERPRETATION

2.

PRELIMINARY

3.

CONDITIONS

4.

IMPLEMENTATION OF SCHEME

5.

SCHEME CONSIDERATION

6.

DEALINGS IN SCHEME SHARES

7.

QUOTATION

8.

GENERAL SCHEME PROVISIONS

9.

GOVERNING LAW AND JURISDICTION

person registered as the holder of fully paid ordinary shares in Avita Australia as at the Record Date

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

The singular includes the plural and conversely.

A gender includes all genders.

If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

A reference to a clause, schedule or annexure is a reference to a clause of, or schedule or annexure to, this document.

A reference to an agreement or document (including a reference to this document) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Scheme or that other agreement or document.

A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

A reference to legislation (including subordinate legislation) or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

A reference to $ is to the lawful currency of Australia.

Words and phrases not specifically defined in this document have the same meanings (if any) given to them in the Corporations Act.

A reference to time is a reference to time in Melbourne, Australia.

The meaning of general words is not limited by specific examples introduced by including, for example, or similar expressions.

Action by the next Business Day

PRELIMINARY

Avita Australia

is a public company incorporated Australia and taken to be registered in Victoria and its registered office is located at Level 7, 330 Collins Street, Melbourne, Victoria, 3000;

is admitted to the official list of ASX and Avita Australia Shares are quoted on the ASX;

is admitted to NASDAQ and Avita Australia ADSs are quoted on NASDAQ; and

has at the date of this document 2,133,434,899 Avita Australia Shares on issue.

Avita US

Effect of this Scheme

Avita US must provide, and Avita Australia must procure that Avita US provides, the Scheme Consideration to the Scheme Participants in accordance with the terms of this Scheme; and

subject to provision of the Scheme Consideration, all of the Scheme Shares, together with all rights and entitlements attaching to them at the Implementation Date, will be transferred to Avita US and Avita Australia will enter the name and address of Avita US in the Register as the holder of all of the Scheme Shares.

Implementation Agreement and Deed Poll

Avita Australia and Avita US have entered into the Implementation Agreement which sets out the terms on which Avita Australia and Avita US have agreed to implement this Scheme.

This Scheme attributes actions to Avita US but does not itself impose an obligation on Avita US to perform those actions. Avita US has executed the Deed Poll in favour of each Scheme Participant, pursuant to which it has covenanted, subject to this Scheme becoming Effective, to perform its obligations under this Scheme, including to provide the Scheme Consideration to Scheme Participants, in accordance with the terms of this Scheme.

CONDITIONS

Conditions precedent to Implementation

as at 8.00am on the Second Court Hearing Date, neither the Implementation Agreement nor the Deed Poll having been terminated in accordance with their terms;

all of the conditions precedent set out in clause 4.1 of the Implementation Agreement having been satisfied or (other than the conditions precedent in clauses 4.1(b) and 4.1(c) of the Implementation Agreement, which cannot be waived) waived in accordance with the terms of the Implementation Agreement;

the Court having approved this Scheme, with or without any modification or condition, pursuant to section 411(4)(b) of the Corporations Act and, if applicable, Avita Australia and Avita US having accepted in writing any modification or condition made or required by the Court under section 411(6) of the Corporations Act; and

the coming into effect, pursuant to section 411(10) of the Corporations Act, of the orders of the Court made under section 411(4)(b) of the Corporations Act (and, if applicable, section 411(6) of the Corporations Act) in relation to this Scheme,

Certificate in relation to conditions precedent

On the Second Court Hearing Date, Avita Australia and Avita US must each provide to the Court a certificate, or such other evidence as the Court requests, confirming (in respect of matters within their knowledge) whether or not all of the conditions precedent set out in clause 3.1(a) and 3.1(b) of this Scheme have been satisfied or waived as at 8.00am on the Second Court Hearing Date.

The giving of a certificate by each of Avita Australia and Avita US under clause 3.2(a) will, in the absence of manifest error, be conclusive evidence of whether the conditions precedent referred to in the certificate have been satisfied or waived as at 8.00am on the Second Court Hearing Date.

Effective Date

Sunset Date

IMPLEMENTATION OF SCHEME

Lodgement of Scheme Order

Provision of Scheme Consideration

Transfer of Scheme Shares

Subject to this Scheme becoming Effective and provision of the Scheme Consideration in accordance with this Scheme, on the Implementation Date, all of the Scheme Shares, together with all rights and entitlements attaching to them at the Implementation Date, will be transferred to Avita US, without the need for any further action by any Scheme Participant, by:

Avita Australia delivering to Avita US a duly completed share transfer form executed on behalf of the Scheme Participants (which may be a master share transfer form) to transfer all of the Scheme Shares to Avita US;

Avita US executing that transfer form and delivering it to Avita Australia for registration; and

to the extent applicable, Avita Australia effecting a valid transfer of the Scheme Shares under section 1074D of the Corporations Act.

As soon as practicable after receipt of the abovementioned transfer form or completion of the transfer procedure, Avita Australia must enter the name and address of Avita US in the Register as the holder of all of the Scheme Shares.

To the extent permitted by law, the Scheme Shares will be transferred to Avita US free from all mortgages, pledges, security interests and other interests of third parties of any kind.

SCHEME CONSIDERATION

Provision of Scheme Consideration

in the case of a Scheme Participant who holds Avita Australia Shares (other than the ADS Depositary, an Ineligible Shareholder or a Scheme Participant in respect of their entitlement to a Fractional Avita US Share), causes the Authorised Nominee to issue five Avita US CDIs to that Scheme Participant for every 100 Avita Australia Shares held by that Scheme Participant on the Record Date and issues to the Authorised Nominee (as depositary) the relevant number of Avita US Shares underlying such Avita US CDIs (being one Avita US Share for every five Avita US CDIs);

in the case of the Scheme Participant who is the ADS Depositary (who holds its Avita Australia Shares for the benefit of the ADS Holders), issues one Avita US Share to the ADS Depositary for every 100 Avita Australia Shares held by the ADS Depositary and procures the ADS Depositary to then, subject to compliance by the ADS Holders with the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for the ADS Holders, deliver (by way of exchange) such Avita US Shares to the ADS Holders on the basis of one Avita US Share for every five Avita Australia ADSs held by the ADS Holder on the Record Date; and

causes the Authorised Nominee to issue the Sale Securities to the Sale Agent in the form of Avita US CDIs in accordance with clauses 5.5 and 5.6 and issues to the Authorised Nominee (as depositary) one Avita US Share for every 5 Avita US CDIs to be issued to the Sale Agent.

CDIs - registration and notices

On the Business Day prior to the Implementation Date, Avita Australia must procure that Avita US enters in its register of stockholders the name of the Authorised Nominee (as depositary) to hold the Avita US Shares underlying the Avita US CDIs to be issued in accordance with this Scheme.

After the satisfaction of the obligation of Avita Australia in clause 5.2(a), Avita Australia must procure that Avita US:

on the Implementation Date procures that the Authorised Nominee records in the register of Avita US CDIs each Scheme Participant who is to receive Avita US CDIs under this Scheme and issues Avita US CDIs to the Sale Agent in accordance with clause 5.6; and

as soon as is reasonably practical despatches, or causes to be despatched, to each Scheme Participant who is to receive Avita US CDIs under this Scheme, a holding statement or confirmation advice in the name of that Scheme Participant representing the number of Avita US CDIs issued to that Scheme Participant.

Avita US Shares - registration and notices

Sequence of transactions

each Scheme Participant will receive the Scheme Consideration for the Scheme Shares held by that Scheme Participant on the Record Date; and

in exchange, all Scheme Shares will be transferred to Avita US.

Fractional Avita US Shares

Sale facility

Where a Scheme Participant is an Ineligible Shareholder and/or is entitled to a Fractional Avita US Share (each, a Selling Shareholder), the number of Avita US Shares or Fractional Avita US Shares to which that Selling Shareholder would otherwise be entitled under this Scheme as part of the Scheme Consideration will be aggregated with those of all the other Selling Shareholders (together, the Sale Securities) and issued to the Sale Agent in the form of Avita US CDIs to be dealt with in accordance with clause 5.6(b). If the number of Sale Securities in aggregate do not represent a whole Avita US Share, then the number of Sale Securities will be rounded up to the next whole Avita US Share and be issued to the Sale Agent.

Avita US will procure that, after the Implementation Date, the Sale Agent must:

as soon as is reasonably practicable (and, in any case, within one month after the Implementation Date) offer all such Sale Securities for sale on the ASX in the form of Avita US CDIs in such manner, at such price and on such other terms as the Sale Agent determines in good faith and at the risk of the Selling Shareholders; and

as soon as is reasonably practicable (and, in any case, within 10 Business Days after settlement of the last of those sales of Sale Securities) remit in Australian dollars the net proceeds to Avita US who will remit to each Selling Shareholder the same portion of the net proceeds of all such sales (after deduction of any applicable brokerage, stamp duty and other charges, fees and taxes) as the Sale Securities issued to the Sale Agent in respect of the Selling Shareholder bears to the total Sale Securities issued to and sold by the Sale Agent in respect of all Selling Shareholders.

The remittance by Avita US to each Selling Shareholder of the sale proceeds contemplated in clause 5.6(b) is in full and final satisfaction of that Selling Shareholder’s rights and entitlements to the Scheme Consideration referable to it.

Each Selling Shareholder, without the need for any further action, irrevocably appoints Avita US and each of the directors and officers of Avita US, jointly and severally, as its attorney and agent for the purposes of receiving any financial services guide or other notice given by the Sale Agent under the Corporations Act.

Joint holders

any holding statement or transmittal letters for Avita US Shares or Avita US CDIs which are to be issued in respect of the relevant Scheme Shares will be issued in the names of the joint holders and sent to the address in the Register on the Record Date;

any Scheme Consideration will issued to and registered in the names of the joint holders; and

any amount to be made out to Scheme Participants with respect to Scheme Consideration will be made out to the joint holders.

Obligations of Scheme Participants

become a stockholder or CDI holder of Avita US (without the need for any further action on its part);

be bound by the certificate of incorporation and by-laws of Avita US in force from time to time in respect of the Avita US Shares or Avita US CDIs; and

have their name and address entered in the register of stockholders or CDI holders (as applicable) maintained by or behalf of Avita US.

DEALINGS IN SCHEME SHARES

Determination of Scheme Participants

Each Scheme Participant will be entitled to participate in this Scheme.

For the purpose of determining who are Scheme Participants, dealings in Avita Australia Shares will only be recognised if:

in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Register as the holder of the relevant Avita Australia Shares by the Record Date; or

in all other cases, registrable transfers or transmission applications in respect of those dealings are received by the Share Registry on or before the Record Date.

Avita Australia must register registrable transfers or transmission applications of the kind referred to in clause 6.1(b)(ii) by the Record Date.

Avita Australia will not accept for registration, nor recognise for any purpose, any transfer or transmission application in respect of Avita Australia Shares received after the Record Date (other than the transfers contemplated by clause 4.3).

If this Scheme becomes Effective, a Shareholder (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Avita Australia Shares or any interest in them after the Record Date (other than a transfer to Avita US in accordance with this Scheme and any subsequent transfers by Avita US or it successors in title).

Maintenance of the Register

Effect of certificates and holding statements

Information to be made available to Avita US

QUOTATION

apply to ASX for suspension of the Avita Australia Shares from official quotation on the ASX with effect from the close of trading on the ASX on the Effective Date;

apply to NASDAQ for suspension of the Avita Australia ADSs from official quotation on NASDAQ (by way of submission of a “company event form” to NASDAQ in order to transfer the listing of the Avita Australia ADSs to a listing of the Avita US Shares) with effect from the close of trading on NASDAQ on the Implementation Date; and

if this Scheme has been fully implemented in accordance with its terms, on the date determined by Avita US, apply to ASX for the termination of official quotation of the Avita Australia Shares on the ASX and to have Avita Australia removed from the official list of ASX and apply to NASDAQ for the termination of the quotation of the Avita Australia ADSs on NASDAQ.

GENERAL SCHEME PROVISIONS

Appointment of Avita Australia as agent and attorney

in the case of Scheme Shares in a CHESS holding:

causing a message to be transmitted to ASX Settlement in accordance with the ASX Settlement Operating Rules so as to transfer the Scheme Shares held by the Scheme Participant from the CHESS sub-register of Avita Australia to the issuer sponsored sub-register operated by Avita Australia or the Share Registry at any time after Avita US has provided the Scheme Consideration which is due under this Scheme to Scheme Participants; and

completing and signing on behalf of Scheme Participants any required form of transfer of Scheme Shares;

in the case of Scheme Shares registered in the issuer sponsored sub-register operated by Avita Australia or the Share Registry, completing and signing on behalf of Scheme Participants any required form of transfer;

in all cases, executing any document or doing any other act necessary or desirable to give full effect to this Scheme and the transactions contemplated by it, including executing a proper instrument of transfer of Scheme Shares for the purposes of section 1071B of the Corporations Act (which may be a master transfer); and

enforcing the Deed Poll against Avita US.

Scheme Participant’s consent

agrees to the transfer of its Scheme Shares, together with all rights and entitlements attaching to them, to Avita US in accordance with the terms of this Scheme; and

the variation, cancellation or modification (if any) of the rights attached to its Avita Australia Shares constituted by or resulting from this Scheme.

Warranty by Scheme Participants

all of its Scheme Shares (including any rights and entitlements attaching to them) transferred to Avita US under this Scheme will, on the date of the transfer, be free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind;

all of its Scheme Shares will be fully paid on the date of transfer; and

it has full power and capacity to sell and transfer its Scheme Shares (including all rights and entitlements attaching to them) to Avita US.

Rights in Avita Australia Shares

Title to Scheme Shares

Appointment of Avita US as sole proxy

On and from the Implementation Date and subject to provision of the Scheme Consideration, until Avita Australia registers Avita US in the Register as the holder of all of the Scheme Shares, each Scheme Participant:

without the need for any further act irrevocably appoints Avita US as its agent and attorney (and irrevocably appoints Avita US as its agent and attorney to appoint any of the directors and officers of Avita US as its agent and attorney) to appoint any of the directors and officers of Avita US as its sole proxy and, where applicable, corporate representative, to attend shareholders’ meetings of Avita Australia, exercise the votes attached to the Scheme Shares registered in its name and sign any shareholders’ resolutions of Avita Australia, whether in person, by proxy or by corporate representative;

must not attend or vote at any shareholders’ meetings of Avita Australia, or sign any resolutions, whether in person, by proxy or by corporate representative, other than under this clause 8.6(a); and

must take all other actions in the capacity of the registered holder of Scheme Shares as Avita US directs.

Scheme alterations and conditions

Acting in good faith

Effect of Scheme

Notices

Omission to give notice

Further assurances

Costs and stamp duty

GOVERNING LAW AND JURISDICTION

1.

DEFINITIONS AND INTERPRETATION

2.

CONDITIONS AND TERMINATION

3.

PROVISION OF SCHEME CONSIDERATION

4.

REPRESENTATIONS AND WARRANTIES

5.

CONTINUING OBLIGATIONS

6.

NOTICES

7.

GENERAL

8.

GOVERNING LAW AND JURISDICTION

On 20 April 2020, Avita US and Avita Australia entered into a scheme implementation agreement in connection with the Scheme (Implementation Agreement).

Avita US is entering into this deed poll for the purpose of covenanting in favour of Scheme Participants to perform certain of its obligations under the Implementation Agreement and certain steps attributed to it under the Scheme, including ensuring that the Scheme Consideration is issued to Scheme Participants.

The effect of the Scheme will be that the entire issued ordinary share capital of Avita Australia held by Scheme Participants as at the Record Date (Scheme Shares), together with all rights and entitlements attaching to the Scheme Shares, will be transferred to Avita US in consideration for the Scheme Consideration.

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

Terms that are defined in the Implementation Agreement have the same meaning in this deed poll, unless the context makes it clear that a definition is not intended to apply or the relevant term is otherwise defined in this deed poll.

Clauses 1.2 and 1.3 of the Implementation Agreement apply to the interpretation of this deed poll, except that references to ‘this agreement’ in those clauses are to be read as references to ‘this deed poll’.

Nature of this deed poll

this document is a deed poll and may be relied on and enforced by any Scheme Participant in accordance with its terms even though the Scheme Participants are not a party to it; and

under the Scheme, each Scheme Participant irrevocably appoints Avita Australia and each of its directors and officers, jointly and severally, as its agent and attorney to enforce this document against Avita US.

CONDITIONS AND TERMINATION

Conditions precedent

Termination

the Implementation Agreement is terminated in accordance with its terms prior to the Effective Date for the Scheme; or

the Scheme does not become Effective on or before the Sunset Date,

Consequences of termination

Avita US is released from having to further perform its obligations under this deed poll except those obligations which by their nature survive termination; and

each Scheme Participant retains the rights it has against Avita US in respect of any breach of this deed poll which occurred before it was terminated.

PROVISION OF SCHEME CONSIDERATION

in consideration of the transfer to Avita US of all of the Scheme Shares, it will issue to each Scheme Participant (or, in accordance with clause 5.6 of the Scheme, to the Sale Agent on behalf of the Scheme Participant where such Scheme Participant is a Selling Shareholder) the Scheme Consideration in accordance with clause 5.1 of the Scheme; and

it will undertake all other actions attributed to it under, and otherwise comply with all of its other obligations in, the Scheme as if it were a party to the Scheme,

REPRESENTATIONS AND WARRANTIES

it is a corporation validly existing under the laws of its place of registration;

it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;

it has taken all necessary corporate action to authorise the entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll;

this deed poll is valid and binding upon it and enforceable against it in accordance with its terms; and

each Avita US Share will, upon issue to a Scheme Participant in accordance with the Scheme:

be fully paid up;

be free from any security interest (other than as provided for under the by-laws of Avita US and the laws governing Avita US); and

rank equally in all respects with all other Avita US Shares on issue as at the Implementation Date.

CONTINUING OBLIGATIONS

Avita US having fully performed its obligations under this deed poll; or

the termination of this deed poll under clause 2.2.

NOTICES

How to give notice

must be in writing and signed by a person duly authorised by the sender; and

must be delivered to Avita US by prepaid post or by hand or by email to its relevant address.

When notice is given

in the case of delivery by hand, when delivered at the address of Avita US;

in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) and seven Business Days after the date of posting (if posted to an address outside of the same country); and

in the case of email, when the sender receives a valid, digitally signed acknowledgement of receipt from the addressee,

Address for notices

GENERAL

Stamp duty

pay all stamp duty (including fines, penalties and interest) in respect of this deed poll, the performance of this deed poll and each transaction effected by or made under this deed poll; and

indemnify each Scheme Participant against any liability arising from a failure to comply with clause 7.1(a).

Amendment

before the Second Court Hearing Date, the amendment or variation is agreed in writing by Avita Australia (on behalf of each Scheme Participant, but without the need for Avita Australia to refer the amendment or variation to any Scheme Participant) and (if required) is approved by the Court; or

on or after the Second Court Hearing Date, the amendment or variation is agreed in writing by Avita Australia (on behalf of each Scheme Participant, but without the need for Avita Australia to refer the amendment or variation to any Scheme Participant) and is approved by the Court,

Rights cumulative

Assignment

Further assurances

Waiver

a failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this deed poll by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this deed poll;

no waiver of a breach of any term of this deed poll will operate as a waiver of another breach of that term or of a breach of any other term of this deed poll;

nothing in this deed poll obliges a party to exercise a right to waive any conditional term of this deed poll that may be in its power; and

a provision of or right under this deed poll may not be waived except in writing signed by the person granting the waiver.

GOVERNING LAW AND JURISDICTION

Executed as a deed poll

Executed by an authorised signatory of

AVITA Therapeutics, Inc.:

Signature of authorised person

Name of authorised person (print)

Title of authorised person (print)

1.

DEFINITIONS AND INTERPRETATION

2.

CONDITIONS AND TERMINATION

3.

COVENANT

4.

REPRESENTATIONS AND WARRANTIES

5.

CONTINUING OBLIGATIONS

6.

NOTICES

7.

GENERAL

8.

GOVERNING LAW AND JURISDICTION

Avita Australia is an Australian public company listed on the ASX (as its primary listing) and on NASDAQ (as its secondary listing).

Avita Australia is the parent company of the Avita Group.

Avita US is a company incorporated in Delaware in the United States.

Avita Australia is proposing a scheme of arrangement between itself and its shareholders under Part 5.1 of the Corporations Act, pursuant to which Avita US will acquire the entire issued share capital of Avita Australia and consequently the Avita Group will redomicile from Australia to the United States.

Upon Implementation:

Avita Australia will become a wholly-owned subsidiary of Avita US;

Avita Australia will cease to be listed on the ASX (as its primary listing) and on NASDAQ (as its secondary listing); and

the common stock of Avita US will be quoted on NASDAQ, with the CDIs of Avita US quoted on the ASX.

Prior to proposing the scheme of arrangement referred to in Recital D, Avita Australia granted Options, RSUs and Warrants on contractual terms having the effect that if such a scheme of arrangement was to become effective, the entitlements of Holders to be issued Avita Australia Shares on the exercise or vesting of those securities would instead become entitlements to be issued Avita US Shares.

Avita US is entering into this deed poll for the purpose of covenanting in favour of Holders to ensure that the entitlements of Holders under the Options, RSUs and Warrants that they hold are made available to Holders in accordance with the contractual terms pursuant to which the Options, RSUs and Warrants were granted.

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

Terms that are defined in the Implementation Agreement have the same meaning in this deed poll, unless the context makes it clear that a definition is not intended to apply or the relevant term is otherwise defined in this deed poll.

Clauses 1.2 and 1.3 of the Implementation Agreement apply to the interpretation of this deed poll, except that references to ‘this agreement’ in those clauses are to be read as references to ‘this deed poll’.

Nature of this deed poll

CONDITIONS AND TERMINATION

Conditions precedent

Termination

the Implementation Agreement is terminated in accordance with its terms prior to the Effective Date for the Scheme; or

the Scheme does not become Effective on or before the Sunset Date,

Consequences of termination

Avita US is released from having to further perform its obligations under this deed poll except those obligations which by their nature survive termination; and

each Holder retains the rights it may have against Avita US in respect of any breach of this deed poll which occurred before it was terminated.

COVENANT

ensure that, subject to clause 3(b), the entitlements of that Holder under those Options, RSUs and Warrants (as applicable) that it holds at the Implementation Date that have not otherwise lapsed, expired, vested or been exercised will continue to be made available to the Holder in accordance with and subject to the contractual terms pursuant to which the Options, RSUs and Warrants were granted to the Holder by Avita Australia; and

in accordance with the contractual terms referred to in clause 3(a), upon the valid exercise or vesting of any of those Options, RSUs or Warrants (as applicable) on or after the Implementation Date, issue to that Holder one Avita US Share or procure the Authorised Nominee to issue to the Holder five Avita US CDIs for every 100 Avita Australia Shares to which the Holder would otherwise have been entitled to be issued pursuant to such exercised or vested Options, RSUs or Warrants (as applicable), subject to any adjustments to the terms of the Options, RSUs or Warrants that may be made from time to time pursuant to and in accordance with the contractual terms referred to in clause 3(a).

REPRESENTATIONS AND WARRANTIES

it is a corporation validly existing under the laws of its place of registration;

it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;

it has taken all necessary corporate action to authorise the entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll;

this deed poll is valid and binding upon it and enforceable against it in accordance with its terms; and

each Avita US Share or Avita US CDI will, upon issue as a result of the valid exercise of an Option or a Warrant or vesting of an RSU (as applicable):

be fully paid up;

be free from any security interest (other than as provided for under the by-laws of Avita US and the laws governing Avita US); and

rank equally in all respects with all Avita US Shares or Avita US CDIs then on issue.

CONTINUING OBLIGATIONS

Avita US has fully performed its obligations under this deed poll; or

the earlier termination of this deed poll under clause 2.2.

NOTICES

How to give notice

must be in writing and signed by a person duly authorised by the sender; and

must be delivered to Avita US by prepaid post or by hand or by email to its relevant address.

When notice is given

in the case of delivery in person, when delivered at the address of Avita US;

in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) and seven Business Days after the date of posting (if posted to an address outside of the same country); and

in the case of email, when the sender receives a valid, digitally signed acknowledgement of receipt from the addressee,

Address for notices

GENERAL

Stamp duty

pay all stamp duty (including fines, penalties and interest) payable on or in respect of this deed poll, the performance of this deed poll and any transaction effected or made under this deed poll; and

indemnify each Holder against any liability arising from a failure to comply with clause 7.1(a).

Amendment

Rights cumulative

Assignment

Waiver

Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this deed poll by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this deed poll.

No waiver of a breach of any term of this deed poll will operate as a waiver of another breach of that term or of a breach of any other term of this deed poll.

Nothing in this deed poll obliges a party to exercise a right to waive any conditional term of this deed poll that may be in its power.

A provision of or right under this deed poll may not be waived except in writing signed by the person granting the waiver.

GOVERNING LAW AND JURISDICTION

Executed as a deed poll

Executed by an authorised signatory of

AVITA Therapeutics, Inc.:

Signature of authorised person

Name of authorised person (print)

Title of authorised person (print)

as an agreement

/s/ Louis Panaccio

Signature of director

/s/ Louis Drapeau

Signature of director / company secretary

Louis Panaccio

Louis Drapeau

Executed by an authorised signatory of

AVITA Therapeutics, Inc.:

/s/ Michael Perry

Signature of authorised person

Michael Perry

Chief Executive Officer and Executive Director