SPH Notice – CRG Persons

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To AFT Pharmaceuticals Limited (AFT)
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 10 June 2020
Date this disclosure made: 10 June 2020
Date last disclosure made: 21 May 2020
Substantial product holder(s) giving disclosure
Full name(s):
1 Capital Royalty Partners II – Parallel Fund “B” (Cayman) LP (LP 1);
2 Capital Royalty Partners II (Cayman) LP (LP 2);
3 Capital Royalty Partners II – Parallel Fund “A” LP (LP 3);
4 Capital Royalty Partners II LP (LP 4),
(together, the Tier 1 LPs);
5 Capital Royalty Partners II Cayman GP LP;
6 Capital Royalty Partners II Parallel Fund “A” GP LP;
7 Capital Royalty Partners II GP LP,
(together, the Tier 2 LPs);
8 Capital Royalty Partners II (Cayman) GP LLC;
9 Capital Royalty Partners II Parallel Fund “A” GP LLC;
10 Capital Royalty Partners II GP LLC,
(together, the LLC GPs); and
11 Mr Nathan Hukill,
1 – 11 above together being the CRG Persons.

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Summary of substantial holding
Class of quoted voting products: Ordinary shares in AFT (ISIN: NZAFTE0001S4) (Shares)
Summary for the CRG Persons:
For this disclosure,—
(a) total number held in class: 16,067,045
(b) total in class: 100,501,049
(c) total percentage held in class: 15.987%
For last disclosure,—
(a) total number held in class: 16,067,045
(b) total in class: 100,501,049
(c) total percentage held in class: 15.987%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 10 June 2020, the Tier
1 LPs, Hartley Campbell Atkinson and Colin McKay as trustees of the Atkinson Family Trust
(AF Trust) and AFT entered into a placement and sell down agreement with Bell Potter
Securities Limited and Forsyth Barr Group Limited (together, the Underwriters) and Forsyth
Barr Limited pursuant to which the Underwriters agreed to act as underwriters in
connection with an offer comprising:
• a placement of approximately NZ$10 million new Shares to be issued by AFT;
• a sale of approximately NZ$3.5 million existing Shares held by the AF Trust; and
• a sale of 16,067,045 existing Shares held by the Tier 1 LPs (CRG Sell Down Shares).
A copy of the Underwriting Agreement (34 pages) is attached to this notice.
Under the Underwriting Agreement:
• the Underwriters are contractually required to underwrite the sale of the CRG Sell
Down Shares for the Tier 1 LPs; and
• the Tier 1 LPs agree, for a period of six months after the settlement date of the Offer
(expected to be 15 June 2020) to not sell or transfer any Shares or otherwise grant
any person an option or right to acquire any Shares held by it, except in the
circumstances described in the Underwriting Agreement.
Accordingly, there is a qualification on the power of the CRG Persons to dispose of, or
control the disposal of, the Shares held by the CRG Persons (UWA Qualification). The
board of AFT has also waived certain escrow restrictions described in the SPH notice dated
21 May 2020 filed by the CRG Persons, and the CRG Persons’ interests in the Shares held
by the Tier 1 LPs are no longer qualified by those escrow restrictions.

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Details after relevant event
Details for CRG Persons
Nature of relevant interest(s): Each CRG Person has the same relevant interest as each
other CRG Person by virtue of section 237 of the Financial Markets Conduct Act 2013.
More specifically:
(a) The Tier 1 LPs are the registered holders and beneficial owners of the following Shares:
Shareholder Shares held
LP 1 8,033,523
LP 2 949,290
LP 3 4,067,016
LP 4 3,017,216
TOTAL: 16,067,045

(b) Each Tier 2 LP is general partner of one or more of the Tier 1 LPs. Each LLC GP is in
turn general partner of one or more of the Tier 2 LPs. Mr Nathan Hukill is the sole
member of each of the LLC GPs. These relationships are illustrated in the table below.
Tier 1 LP (AFT
shareholder)
Tier 2 LP
(general partner
of Tier 1 LP)
LLC GP (general
partner of Tier 2
LP)
Sole member of
LLC GP
LP 1 Capital Royalty
Partners II
(Cayman) GP LP
Capital Royalty
Partners II
(Cayman) GP LLC
Mr Nathan Hukill

LP 2
LP 3 Capital Royalty
Partners II Parallel
Fund “A” GP LP
Capital Royalty
Partners II Parallel
Fund “A” GP LLC
LP 4 Capital Royalty
Partners II GP LP
Capital Royalty
Partners II GP LLC

Each of the Tier 2 LPs, LLC GPs and Mr Nathan Hukill has the power to exercise, or to
control the exercise of, the rights to vote attached to the Shares held by its corresponding
Tier 1 LP.
In addition, the CRG Persons’ relevant interests in the Shares held by them are subject to
the UWA Qualification.

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For those relevant interests,—
(a) number held in class: 16,067,045
(b) percentage held in class: 15.987%
(c) current registered holder(s): The Tier 1 LPs in the proportions set out above.
(d) registered holder(s) once transfers are registered: N/A
Additional information
Address(es) of substantial product holder(s): 1000 Main Street, Suite 2500, Houston, TX
77002, United States of America
Contact details: Andrei Dorenbaum, Partner, CRG +1 (713) 209-7350,
adorenbaum@crglp.com.
Nature of connection between substantial product holders: Each CRG Person has the same
relevant interest as each other CRG Person by virtue of section 237 of the Financial
Markets Conduct Act 2013.

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Nathan Hukill is also a director of AFT. This disclosure also constitutes disclosure for the
purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Andrei Dorenbaum, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Forsyth Barr Limited and Forsyth Barr
Group Limited

Level 23, Lumley Centre
88 Shortland Street
Auckland 1140
New Zealand
Bell Potter Securities Limited

Level 29
101 Collins Street
Melbourne
Australia


10 June 2020
The directors
AFT Pharmaceuticals Limited
Level 1, 129 Hurstmere Road
Takapuna
Auckland 0622
New Zealand

Hartley Atkinson and Colin McKay as trustees of the Atkinson Family Trust
16 Brett Avenue
Takapuna
Auckland 0622
New Zealand

Capital Royalty Partners II – Parallel Fund B (Cayman) L.P., Capital Royalty Partners II –
Parallel Fund A L.P., Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman)
L.P.
1000 Main Street,
Suite 2500
Houston, TX 77002


Dear Directors, Trustees and Partners

AFT Pharmaceuticals Limited: Placement and sell down agreement
1. APPOINTMENT
1.1 AFT Pharmaceuticals Limited (“AFT”), Hartley Atkinson and Colin McKay as trustees of
the Atkinson Family Trust (“AF Trust”) and Capital Royalty Partners II – Parallel Fund B
(Cayman) L.P., Capital Royalty Partners II – Parallel Fund A L.P., Capital Royalty
Partners II L.P., Capital Royalty Partners II (Cayman) L.P. (collectively, "CRG", CRG
together with AF Trust being the "Vendors" and the Vendors together with AFT being the
"Offerors") appoint Forsyth Barr Limited (“FBL”) and Bell Potter Securities Limited ("BP")
as lead managers (together, the "Lead Managers"), and Forsyth Barr Group Limited
(“FBGL”) and BP to act as underwriters (together, the "Underwriters") in connection with:
(a) a placement of new fully paid ordinary shares in AFT ("Shares") for an
aggregate issue price of $10,000,000 (“Placement”);
(b) a sell down of existing Shares held by AF Trust ("AF Trust Sell Down") for an
aggregate sale price of $3,500,000; and
(c) a sell down of 16,067,045 existing Shares held by CRG ("CRG Sell Down"),
(collectively, the "Offer"), to be conducted contemporaneously, for minimum aggregate
proceeds of $72,144,714 (the "Minimum Proceeds") on the terms and subject to the
conditions set out in this letter ("Agreement"). Subject to the terms and conditions of this
Agreement, the appointments under this clause confer on the appointees all powers,
authorities and discretions which are necessary for, or reasonably incidental to, the
performance of their functions as underwriters and lead managers respectively.

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1.2 The Offerors have requested, and the Lead Managers and Underwriters have agreed,
that the Lead Managers and Underwriters will jointly and cooperatively supply services to
the Offerors in performing their respective roles contemplated by this Agreement.
1.3 Separately from the Offer, AFT intends to undertake an offer of Shares under a share
purchase plan ("SPP"). The Lead Managers are appointed to lead manage the SPP and
will perform the services set out in their engagement letter with AFT in relation to the
SPP, but the SPP is not underwritten.
2. TERM
This Agreement commences on the date that it is signed by all parties and continues until
terminated.
3. SAME-CLASS OFFER REGIME
3.1 The Offer will be undertaken in reliance on the exclusion contained in clause 19 (“Clause
19”) of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).
3.2 AFT represents and warrants to the Lead Managers and Underwriters, and will procure
that:
(a) the Offer is and will remain eligible to be made in reliance on Clause 19 and that
the Offer will be made in compliance with the relevant provisions of the FMCA,
the Financial Markets Conduct Regulations 2014 (“FMCR”) and the NZX Listing
Rules;
(b) AFT is, as of the date of this Agreement, and will at all times until the allotment
and transfer of Shares under the Offer be, in compliance with:
(i) the “continuous disclosure obligations” (for the purposes of clause 20
of Schedule 8 of the FMCR) that apply to it, but for any “excluded
information” (as that term is defined in clause 20(5) of Schedule 8 of
the FMCR), provided that any such “excluded information” as at the
date of the Cleansing Notice (as defined below) will be disclosed
pursuant to clause 20(2)(e) of Schedule 8 of the FMCR and in
accordance with clause 13.1(a) of this Agreement; and
(ii) the “financial reporting obligations” (as that term is defined in
clause 20(5) of Schedule 8 of the FMCR) that apply to it; and
3.3 AFT and AF Trust represent and warrant to the Lead Managers and Underwriters, and
will procure that, on the date and by the time specified in the timetable set out in
Schedule 1 (“Timetable”), AFT and AF Trust will file a “cleansing notice” with NZX
Limited (“NZX”) and ASX Limited ("ASX") pursuant to, and satisfying the requirements of:
(a) Clause 19 and clause 20 of Schedule 8 of the FMCR;
(b) paragraph 708A(12G) of the Corporations Act 2001 (Cth) as notionally inserted
by ASIC Instrument 17-0484;
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547
as amended by ASIC Instrument 20-0572,
in a form approved in writing by the Lead Managers and Underwriters (“Cleansing
Notice”).

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4. PLACEMENT ARRANGEMENTS
4.1 The Offerors and Lead Managers will arrange the Offer in the following manner:
(a) the Offer will be managed by the Lead Managers and underwritten by the
Underwriters, at a floor price of $3.65 per Share (“Underwritten Price”), on the
terms and subject to the conditions set out in this Agreement;
(b) the Lead Managers will conduct a bookbuild ("Bookbuild") on the Bookbuild
Date (as defined in the timetable) to determine demand for the Shares offered
under the Offer at prices at and above the Underwritten Price from Participants
(defined below). After conclusion of the Bookbuild, the Lead Managers will
advise the Offerors of the volume of demand at various price points and:
(i) the Offerors and the Lead Managers will determine and agree, in each
case acting reasonably and having regard to the outcome of the
Bookbuild, the prospects of success and settlement of the Offer and
the stability of the market for the Shares after completion of the Offer,
the price per Share, being the Underwritten Price or such greater
clearing price under the Bookbuild at which Shares can be allocated
and issued or transferred to Participants for aggregate proceeds of no
less than the Minimum Proceeds under the Offer in accordance with
this Agreement (that price being the "Offer Price"); and
(ii) AFT and the Lead Managers will determine and agree, in each case
acting reasonably, having regard to the matters referred to in clause
4.1(b)(i), the allocation of Shares to Participants (at the Offer Price),
provided that:
(iii) no Shares will be allocated to a Participant whose credit risk the Lead
Managers are not willing to accept (acting reasonably); and
(iv) if the Offerors and the Lead Managers are unable to agree on the
Offer Price (each acting reasonably and having regard to the matters
set out above), the Offer Price will be the Underwritten Price. The
Offer Price will be the same for all Shares under the Offer;
(c) under the Offer, the Offerors will issue or transfer (as applicable) a number of
Shares calculated as follows (the aggregate number of Shares so issued or
transferred being the "Aggregate Offer Shares"):
(i) AFT will issue, at the Offer Price, the number of Shares under the
Placement required to receive gross proceeds equal to the amount
specified in clause 1.1(a) (“New Shares”);
(ii) AF Trust will transfer, at the Offer Price, the number of Shares under
the AF Sell Down required to receive gross proceeds equal to the
amount specified in clause 1.1(b) (“AF Trust Sale Shares”); and
(iii) for clarity, CRG will transfer, at the Offer Price, under the CRG Sell
Down, the number of Shares specified in clause 1.1(c) (“CRG Sale
Shares”),
in the case of (i) and (ii) subject to any necessary rounding;

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(d) the Offerors must comply with the Timetable in respect of the Offer. The
Timetable may be amended by the Offerors with the prior written consent of
both of the Lead Managers, such consents not to be unreasonably withheld;
(e) the Lead Managers will market the Shares to investors who are (with such
persons being “Participants”):
(i) persons the Lead Managers reasonably believe to be in New Zealand;
(ii) in Australia, persons who AFT considers are persons to whom an
offer of Shares may lawfully be made without disclosure under Part
6D.2 of the Corporations Act 2001 (Cth) (as modified by any
applicable regulatory instrument), it being acknowledged that, in the
case of Shares offered under the CRG Sell Down (but not under the
Placement or AF Trust Sell Down), this includes Australian retail
investors; and
(iii) in Hong Kong, to persons that are "professional investors" as defined
under the Securities and Futures Ordinance, Chapter 571 of the Laws
of Hong Kong.
(iv) in Singapore, to persons that are an "institutional investor" (as defined
in the Securities and Futures Act, Chapter 289 of Singapore (the
"SFA") or an "accredited investor" (as defined in the SFA);
(v) outside of the above jurisdictions, persons who AFT considers (acting
reasonably) are persons to whom offers and issues of the Shares may
lawfully be made without any other lodgement, registration or approval
with or by a governmental authority (other than one with which the
Offerors, in their absolute discretion, have undertaken in writing to
comply). In those circumstances investor representations will be
sought from the investors in those additional jurisdictions using the
formulations of those representations in the NZ Master ECM Terms,

and, for the purposes of sub-clauses (ii) and (v) above, the Offerors will
promptly advise the Lead Managers if it considers that any person made known
to it by the Lead Managers as a potential subscriber for or acquirer of Shares in
the Offer is not a person to whom it considers that the offer can lawfully be
made in compliance with those sub-clauses;
(f) the Offer will be managed by the Lead Managers on the terms set out in this
Agreement;
(g) settlement of the Offer, the Underwriter’s underwriting obligations set out in this
Agreement, issue of the New Shares and sale of the AF Trust Sale Shares and
the CRG Sale Shares is subject to and conditional on delivery to the Lead
Managers and the Underwriters of a duly executed copy of the certificate set out
in Schedule 2 signed by the Chief Executive Officer and the Chief Financial
Officer of AFT (“Certificate”), by and dated as at 5:00pm on the Business Day
(as that term is defined in the NZX Listing Rules ("Business Day") immediately
preceding the Settlement Date (as defined below);
(h) the Offerors must not decline any allocation of Shares to a particular Participant
at or above the Underwritten Price, except if, and to the extent that, the Offer is
oversubscribed or such allocation would contravene any applicable law; and
(i) settlement of the Offer will occur in accordance with clause 5.

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4.2 The parties acknowledge that the Offer pricing, marketing, offer structure, process,
allocation process, moratorium and restrictions on offers or solicitations of Shares to
persons and to places outside of the jurisdictions referred to in clause 4.1(e) are for the
purposes of, and are reasonably necessary for, the implementation and success of the
Offer. The parties also acknowledge the Offerors' express instructions and authorisations
for the Lead Managers and Underwriters to communicate with each other and to work
together (including with any applicable syndicate group) in relation to the Lead
Managers' and Underwriters' roles and as otherwise required for the purpose of the Offer
(including without limitation, to negotiate the terms of this Agreement). Notwithstanding
that each Lead Manager and Underwriter will be involved in jointly and cooperatively
supplying services to the Offerors under this Agreement, each Underwriter must make its
own independent decisions whether to hold or sell any Shortfall Shares (defined below),
and if so, for how long and at what price.

5. SETTLEMENT
5.1 The settlement date for the Offer will be 15 June 2020 ("Settlement Date").
5.2 Settlement procedures:
(a) CRG will comply with the settlement procedures agreed with the Lead
Managers and ensure that the CRG Sale Shares are made available to the
Underwriters and Lead Managers consistent with and by the time required
pursuant to such agreed procedures;
(b) AF Trust will comply with the settlement procedures agreed with the Lead
Managers and ensure that the AF Trust Sale Shares are made available to the
Underwriters and Lead Managers consistent with and by the time required
pursuant to such agreed procedures; and
(c) by 9:30 am on the Settlement Date, AFT will deliver, or cause to be delivered,
the New Shares to the account or accounts nominated by, the Underwriters and
Lead Managers,
in each case, to facilitate settlement on a delivery versus payment basis (and strictly on
the basis that such Shares are held by the Underwriters for the benefit of the relevant
Offeror pending settlement on the Settlement Date).
5.3 On the Settlement Date, settlement of the Offer will occur by 5:00pm on a delivery vs
payment basis between the Lead Managers and the Participants to whom Shares are
allocated ("Subscribers") in accordance with procedures to be agreed between the
Offerors and the Lead Managers (each acting reasonably) in consultation with AFT’s
share registrar. One or more Lead Managers and/or such other person(s) nominated by
the Lead Managers and Underwriters will be appointed as settlement agent.

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5.4 If, after completion of the bookbuild process in respect of the Offer set out in clause 3.1
and settlement on the Settlement Date of the resulting transactions, the Aggregate Offer
Shares have not all been allocated to and settled by Participants in accordance with this
Agreement (the difference between the number of Shares allocated and settled by
Participants and the number of Aggregate Offer Shares being the “Shortfall Shares”),
the Underwriters will at 5.00pm on the Settlement Date make or procure subscriptions for
or purchases of (as applicable) those Shortfall Shares at the Offer Price in the proportions
set out in clause 6.1. If any refusal by the Offerors to accept a bid for Shares under the
Offer at or above the Offer Price and in accordance with the terms of this Agreement
results in there being Shortfall Shares, the Underwriters will not be obliged to make or
procure subscriptions for or purchases of those Shortfall Shares that are attributable to
that refusal.
5.5 The Underwriters may deduct from the payment for the Shortfall Shares all fees payable
or that become payable by the Offerors to the Lead Managers or Underwriters pursuant
to this Agreement.
5.6 AFT will:
(a) ensure that the issue of the New Shares occurs no later than the Settlement
Date; and
(b) notify NZX of the issue of New Shares in accordance with the requirements of
NZX Listing Rule 3.13.1.
5.7 CRG will ensure that the transfer of CRG Sale Shares occurs no later than the Settlement
Date.
5.8 AF Trust will ensure that the transfer of the AF Trust Sale Shares occurs no later than the
Settlement Date.
5.9 The Offerors confirm that, without relieving the Underwriters from their obligations or any
liability under this Agreement, the Underwriters may obtain, in accordance with relevant
laws, sub-underwriting commitments in respect of the Offer and distribute, in accordance
with relevant laws, copies of material and information in connection with the Offer for the
purpose of obtaining sub-underwriting in respect of the Offer.
5.10 On the Settlement Date, the Offerors assign to the Underwriters all contractual rights and
recourse they may have (if any) against any Subscribers who default on their payment
obligation with respect to subscribing for or acquiring the Shares ("Defaulting
Subscribers"). If the Offerors are unable to assign to the Underwriters all of the
contractual rights and recourse referred to in the preceding sentence, the Offerors
undertake that they will assign such rights when and to the extent they are legally able to
and in the interim will hold such rights on trust for the Underwriter.
6. UNDERWRITING OBLIGATIONS
6.1 Notwithstanding any other provision of this Agreement, the obligations of each
Underwriter under this Agreement are several (and not joint, or joint and several) and
their respective obligations to underwrite subscriptions and transfers of Shares pursuant
to clause 5.4 are in the proportions set out as follows:
Underwriter Underwriting Commitment
FBGL 50%

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BP 50%
Total 100%
6.2 Without limiting the rights of the Underwriters under clause 10, if, for whatever reason,
one Underwriter does not subscribe and pay for all or part of its underwriting commitment
(the unfulfilled commitment being the "Default Commitment") under clause 5.4
("Defaulting Underwriter"), the other Underwriter ("Remaining Underwriter") may elect
by notice in writing to the Offerors and the Defaulting Underwriter within two Business
Days of the Defaulting Underwriter failing to duly satisfy its underwriting commitment
under this Agreement in full, to assume the obligations of the Defaulting Underwriter with
respect to all or part of that Default Commitment. In the event that the Remaining
Underwriter exercises its discretion not to assume all of the Default Commitment, the
Remaining Underwriter will use reasonable endeavours, for a period of two Business
Days, to work with the Offerors to identify one or more mutually acceptable replacement
underwriters to assume all or part of the Default Commitment not assumed by the
Remaining Underwriter.
6.3 If the Remaining Underwriter assumes any of the Default Commitment, then the
Remaining Underwriter, in addition to the fees to which it is entitled under clause 7, will,
subject to the performance of its obligations in accordance with this Agreement, also be
entitled to (and the Defaulting Underwriter shall have no entitlement to any part of) the
fees, in relation to the Default Commitment assumed by the Remaining Underwriter, that
would have been payable to the Defaulting Underwriter if the Defaulting Underwriter had
not failed to satisfy its underwriting commitment under this Agreement.
6.4 No action taken pursuant to this clause 6 shall relieve any Defaulting Underwriter from
liability in respect of its default.
7. UNDERWRITING AND PLACEMENT FEES
7.1 In consideration of the Underwriters agreeing to underwrite the Offer in accordance with
this Agreement, each Offeror will, immediately following allotment of Shares on the
Settlement Date, pay to the Lead Managers and Underwriters directly from their gross
proceeds of the Offer the fees (“Underwriting Fees”) set out in the separate engagement
letter between that Offeror, the Lead Managers and the Underwriters (those engagement
letters together, the “Engagement Letters”).
7.2 For clarity, both the Lead Managers and Underwriters will be entitled to recover costs and
expenses associated with the Offer from the Offerors on the same basis and terms as set
out in the Engagement Letters, whether or not they are also a party to the Engagement
Letters.
8. MARKETING MATERIAL
8.1 The parties agree that:
(a) the marketing materials to be used in connection with the Offer (being the
market announcement of the launch of the Offer, the Cleansing Notice and
Investor presentation) (the “Marketing Documents”) will be in the form agreed
between AFT and the Lead Managers and Underwriters prior to entry into this
Agreement; and
(b) such Marketing Documents will be released by AFT to NZX and ASX at the
same time as, or prior to, the release of the Cleansing Notice.

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9. WARRANTIES AND REPRESENTATIONS
9.1 Offeror warranties: The Offerors each represent and warrant (in respect of itself only) to
the Lead Managers and Underwriters as at the date this Agreement is signed by all
parties to it and at all times until allotment and transfer of the Shares offered under the
Offer on the Settlement Date (by reference to the facts and circumstances then existing)
as follows:
(a) Validly existing:
(i) in the case of AFT and CRG, they are body corporates validly existing
under the laws of their place of incorporation and have full legal
capacity and power to enter into this Agreement and to carry out the
transactions that this Agreement contemplates; and
(ii) in the case of AF Trust, it is validly existing under the laws of New
Zealand and has the power under its trust deed to enter into and
perform its obligations under this Agreement.
(b) Authority: The Offeror’s entry into this Agreement and the performance of its
obligations under it:
(i) has been duly authorised, and it has taken all other corporate, trustee
or other applicable action that is necessary or desirable to authorise
its entry into this Agreement and its performance of the transactions
that this Agreement contemplates (and no shareholder, trustee or
beneficiary approvals or consents are required for such transactions);
(ii) does not contravene any provision of its formational documents,
including its constitution or trust deed (as applicable) or any other
agreement, instrument, authorisation, undertaking or other
arrangement binding on it; and
(iii) does not contravene any law, order or regulation applicable to it
(except to the extent, if any, that any action or omission of the Lead
Managers or the Underwriters that constitutes a breach of this
Agreement causes any such contravention),
and this Agreement will be validly executed and delivered, and will (once validly
executed and delivered by the Lead Managers, the Underwriters and each other
Offeror) be legal, valid and binding on it and enforceable against it in
accordance with its terms (subject to laws generally affecting enforceability).
(c) Shares Free of Encumbrances:
(i) the Shares issued (in the case of AFT) or transferred (in the case of
AF Trust and CRG) in connection with the Offer will be fully paid, and
rank pari passu with all existing fully paid ordinary shares on issue in
AFT and will be freely tradable (subject to any restrictions required or
imposed under any applicable laws or regulations); and
(ii) the Subscribers (and Underwriters, if applicable) will acquire good
marketable title to the Shares free and clear of any liens, claims,
charges, pre-emptive rights or other security interests or
encumbrances (except as may arise under law in any relevant
jurisdiction or under agreements or arrangements entered into by any
Subscriber),

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provided that, for clarity, (c)(i) and (ii) only apply to the Offerors in respect of
the Shares to be issued or transferred by that Offeror (as applicable) pursuant
to the Offer.
(d) Misleading/deceptive conduct: the Offeror has not engaged in, and will not
engage in, conduct that is misleading or deceptive or which is likely to mislead
or deceive in connection with the Offer.
(e) Information provided to Lead Managers and Underwriters: All information and
representations provided or made by or on behalf of the Offeror to the Lead
Managers and Underwriters in respect of AFT and/or the Offer are (taken as a
whole and in light of the circumstances of that provision or making) true and
accurate in all material respects, and the Offeror has not omitted to give the
Lead Managers and Underwriters any information known to it (other than
information publicly available) which is material to AFT, its business, the Offer
or the Offer Price.
(f) No manipulation: neither it nor any of its Affiliates (as defined in clause 9.3
below) has taken or will take, directly or indirectly, any action designed to, or
that might reasonably be expected to, cause or result in the stabilisation or
manipulation of the price of the Shares in violation of any applicable law.
(g) Insider trading: in respect of the Vendors only, the sale of the Shares by the
Vendor will not constitute a violation by the Vendor (or its Affiliates) of
applicable insider trading laws.
9.2 AFT warranties: AFT represents and warrants to the Lead Managers and Underwriters
as at the date this Agreement is signed by all parties to it and at all times until allotment
and transfer of the Shares offered under the Offer on the Settlement Date (by reference
to the facts and circumstances then existing) as follows:
(a) Cleansing Notice: The Cleansing Notice complies with the requirements of the
FMCA and the FMCR.
(b) Eligibility for Same Class Regime: AFT is (and will remain) eligible to undertake
or facilitate the Offer in reliance on Clause 19 and the FMCR. Without limiting
the foregoing:
(i) AFT is (and will remain) in compliance with the “continuous disclosure
obligations” (for the purposes of clause 20 of Schedule 8 of the
FMCR) applicable to it in relation to its existing shares and the
“financial reporting obligations” (as defined in clause 20(5) of
Schedule 8 to the FMCR) that apply to it; and
(ii) there is no “excluded information” (as defined in clause 20(5) of
Schedule 8 to the FMCR) in respect of AFT, the existing shares, the
Shares or the Placement that is not set out in the Cleansing Notice,
the Marketing Documents or a market announcement approved in
writing by the Lead Managers and Underwriters pursuant to
clause 13.1(a).
(c) No False or Misleading Information: No information disclosed by AFT to its
shareholders, NZX, ASX or otherwise made publicly available by AFT since
AFT’s most recently published annual report (including, upon their release to
the NZX Main Board, the Marketing Documents):

10
(i) contained any false, misleading or deceptive statement of a material
fact; or
(ii) omitted to state a particular fact required to be stated in that
information in order to make the statements therein, in light of the
circumstances in which they were made, not false, misleading or
deceptive to a material extent; or
(iii) was misleading or deceptive, or likely to mislead or deceive, in a
material respect as at the date that information was disclosed or made
publicly available by AFT; or
(iv) contained any material representation which AFT did not, when that
information was released, have reasonable grounds to make.
(d) AFT will provide all material information to the Lead Managers and
Underwriters: AFT will provide the Lead Managers and Underwriters with all
material information in respect of AFT, its business and prospects which the
Lead Managers and Underwriters require to fulfil their roles under this
Agreement or which may affect the likelihood of a successful Offer, the Offer
Price and/or the perception of the Offer from the point of view of Participants.
For the avoidance of doubt, the obligation on AFT under this clause includes
disclosure of material information regardless of whether or not the exceptions to
disclosure in NZX Listing Rule 3.1 apply to that information.
(e) No litigation: Neither AFT nor any of its related companies (as defined in the
Companies Act 1993 read as if the word "company" in that definition includes
any body corporate, wherever incorporated) is involved in any litigation,
arbitration or administrative proceeding relating to claims or amounts which are
material in the context of the Offer nor is any such litigation, arbitration or
administrative proceeding pending or threatened.
(f) Solvency: AFT, together with its subsidiaries as a consolidated group, is solvent
and (other than as disclosed in the Financial Information, as defined below) no
circumstances exist or may reasonably be expected to arise in the next 2 years,
as a result of which AFT together with its subsidiaries as a consolidated group
may cease to be solvent or able to pay its debts as and when they fall due.
(g) Financial Information: AFT’s 31 March 2020 audited financial information
released on 20 May 2020, together with the notes thereto and commentary
(“Financial Information”), presents fairly in all material respects the combined
financial position of AFT and its subsidiaries as of the dates shown and the
financial performance and cash flows for the periods shown in accordance with
NZ GAAP and the basis of preparation and combination and assumptions set
out in the notes to those statements applied on a consistent basis throughout
the periods involved. The Financial Information has been prepared in good faith,
and the assumptions used in preparing the Financial Information are reasonable
and the adjustments therein are appropriate to give effect to the transactions
and circumstances referred to therein.
(h) Financial position: Since the date of the Financial Information, except as
otherwise expressly disclosed in the Marketing Documents or by way of
announcement to the NZX and ASX prior to the date of this Agreement:
(i) the business of AFT and its subsidiaries has been carried on in the
ordinary and usual course in all material respects; and

11
(ii) as far as AFT is aware, there has been no occurrence which has or
will (either itself or together with any other occurrence) materially and
adversely affect the value of the Shares, the financial position,
profitability or prospects of AFT or any of its subsidiaries or any of the
property or assets of AFT or its subsidiaries.
(i) Brokers' fees and commissions: Except as disclosed in the Marketing
Documents or in writing to the Lead Managers and Underwriters prior to the
date of this Agreement, there are no contracts, agreements or understandings
between AFT and any person that would give rise to a valid claim against AFT
or a Lead Manager or Underwriter for a brokerage commission, finder's fee or
other like payment in connection with the Shares offered in connection with the
Offer.
(j) Borrowing: There is no material indebtedness of AFT or any subsidiary other
than that disclosed in the Financial Information.
(k) No contravention: Neither AFT nor any subsidiary has contravened or will
contravene, by its participation under the Offer, any material provision of its
constitution, the FMCA, the FMCR, the Takeovers Code made pursuant to the
Takeovers Act 1993 as set out in the Schedule to the Takeovers Regulations
2000 ("Takeovers Code"), the Australian Corporations Act 2001 (Cth)
("Corporations Act") or any other applicable law, the NZX Listing Rules or ASX
Listing Rules (including as modified by any applicable NZX or ASX waiver), any
material requirement of NZX or ASX or the New Zealand Financial Markets
Authority or Australian Securities and Investments Commission, or any material
agreement binding on it, that is material in the context of the Offer.
(l) Material Contracts: There:
(i) is no contract which is material to AFT or any subsidiary which has not
been disclosed to NZX and ASX, if required by the NZX Listing Rules,
or to the Lead Managers and Underwriters prior to the date of this
Agreement; and
(ii) has not been, and will not be before the Settlement Date be, a breach
by AFT or any subsidiary in a material respect of any provision of any
contract which is material to AFT or any subsidiary.
(m) Licences: AFT and each subsidiary holds all licences, permits, authorisations or
consents which are material to the conduct of its business and all such licences,
permits, authorisations and consents are in full force and effect and not liable to
be revoked or not renewed.
(n) Quotation: It is the current intention of the directors of AFT to maintain the
quotation of the Shares (including the New Shares) on the NZX Main Board and
on the ASX, and, so far as AFT is aware, there is no reason why such quotation
should not be maintained.
(o) Certificate: The contents of the Certificate given to the Lead Managers and
Underwriters will be true and correct in all respects as at 5:00pm on the
Business Day prior to the Settlement Date.
(p) United States:
(i) (foreign private issuer) AFT is a "foreign private issuer" as defined in
Rule 405 under the Securities Act of 1933 ("US Securities Act").

12
(ii) (no substantial US market interest) There is no "substantial US
market interest" (as defined in Rule 902(j) under the US Securities
Act) in the Shares or any security of the same class or series as the
Shares.
(iii) (no directed selling efforts) With respect to those Shares under the
Offer sold in reliance on Regulation S under the US Securities Act,
none of AFT, any of its Affiliates, nor any person acting on behalf of
any of them (other than the Lead Managers, Underwriters, any of their
Affiliates or any person acting on behalf of any of them, as to whom
the AFT makes no representation or warranty) has engaged or will
engage in any "directed selling efforts" (as that term is defined in Rule
902(c) under the US Securities Act).
(q) Due diligence committee:
(i) All the components of the due diligence system and procedures have
been, or will prior to distribution of the Marketing Documents, be
implemented in accordance with the due diligence process
memorandum (being that due diligence process memorandum
prepared for the purpose of this Offer adopted by the due diligence
committee in the form agreed with the Lead Managers and
Underwriters prior to the date of this Agreement) ("DDPM") and the
final due diligence report of the due diligence committee (as
contemplated by the DDPM), including any and all reports, opinions,
letters, sign-offs and certificates comprising attachments to the final
due diligence report has been received by the Lead Managers and
Underwriters.
(ii) All responses to the senior management questionnaire completed by
AFT were, when provided to the Lead Managers and Underwriters,
true, complete (including to the extent that there are no omissions of
material information) and accurate in all material respects.
Each of the above paragraphs and sub-paragraphs in this clause 9.2 will be construed
independently and no paragraph or sub-paragraph will be limited by implications arising
from any other paragraph or sub-paragraph. The warranties given pursuant to this clause
are qualified by matters that are fully and fairly disclosed in the Marketing Documents or
which have been fully and fairly disclosed to the NZX and ASX prior to the date of this
Agreement, but are not otherwise qualified. For clarity, the warranties are not qualified by
any the Lead Managers' or Underwriters' involvement in the preparation of the materials
distributed in connection with the Offer or by reason of participation in the due diligence
investigations or committee.
9.3 Lead Manager and Underwriter warranties: The Lead Managers and Underwriters
each represent and warrant (in respect of itself only) to each other and to the Offerors as
at the date this Agreement is signed by all the parties, and at all times while undertaking
the matters set out in this Agreement until allotment and transfer of the Shares offer
under the Offer on the Settlement Date, that (by reference to the facts and circumstances
then existing):
(a) Validly existing body corporate: It is a body corporate validly existing under the
laws of its place of incorporation and has full legal capacity and power to enter
into this Agreement and to carry out the transaction that this Agreement
contemplates.

13
(b) Authority: Its entry into this Agreement and the performance of its obligations
under it:
(i) has been duly authorised, and it has taken all other corporate action
that is necessary or desirable to authorise its entry into this
Agreement and its carrying out of the transactions that this Agreement
contemplates; and
(ii) does not contravene any provision of its constitution or any other
agreement, instrument, authorisation, undertaking or other
arrangement binding on it,
and this Agreement will be validly executed and delivered, and will (once validly
executed and delivered by the Offerors) be legal, valid and binding on it and
enforceable against it in accordance with its terms (subject to laws generally
affecting enforceability).
(c) Market manipulation: Neither it nor any of its Affiliates (or any person acting on
behalf of any of them) has taken or will take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in the
stabilisation or manipulation of the price of the Shares in violation of any
applicable law.
(d) Licences and authorities: It holds all requisite licences and authorities to
undertake the matters contemplated by this Agreement.
(e) Compliance with law: It will use reasonable endeavours to comply with all
applicable laws and regulations in the jurisdictions in which the Shares may be
offered (including all applicable requirements of NZX and ASX) in undertaking
the matters contemplated in this Agreement, except to the extent that any non-
compliance on its part has been caused or results from an act or omission of
the Offerors or any Affiliates of the Offerors, including reliance on information or
advice provided by or procured by the Offerors or any Affiliates of the Offerors.
(f) No direct selling efforts: With respect to those Shares under the Offer sold in
reliance on Regulation S under the US Securities Act, neither it nor any of its
Affiliates or any person acting on behalf of any of them has engaged or will
engage in any "directed selling efforts" (as that term is defined in Rule 902(c)
under the US Securities Act).(U.S. Securities Act): It acknowledges and agrees
that the Shares have not been, and will not be, registered under the US
Securities Act, and may only be offered or sold in “offshore transactions”, as
defined in and in reliance on Regulation S under the US Securities Act.
9.4 Affiliates: For the purposes of this Agreement, "Affiliates" includes, in respect of any
person, any other person that directly or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, such person; and "control"
(including the terms "controlled by" and "under common control with") means the
possession, direct or indirect, or the power to direct or cause the direction of the
management, policies or activities of a person, whether through the ownership of
securities, by contract or agency or otherwise.
10. RELIEF OF OBLIGATIONS
10.1 Acknowledgement: The Lead Managers and Underwriters acknowledge receipt from
AFT of the following prior to the date of this Agreement:
(a) a copy of ASIC Instrument 20-0572 (the "ASIC Offer Relief");

14
(b) a legal opinion addressed to the Lead Managers and Underwriters and in a form
and on reliance terms acceptable to the Lead Managers and Underwriters from
AFT’s New Zealand legal advisors (being Harmos Horton Lusk Limited) on or
prior to the date of this Agreement confirming:
(i) in respect of the creation and implementation of an appropriate due
diligence process customary in offerings of this kind and as to the
adequacy of that process and availability of applicable defences; and
(ii) that the Marketing Documents comply with all Applicable Laws in New
Zealand;
(c) a legal opinion addressed to the Lead Managers and Underwriters and in a form
and on reliance terms acceptable to the Lead Managers and Underwriters from
CRG’s New Zealand legal advisors (being Chapman Tripp) in relation to
compliance with Applicable Laws in New Zealand; and
(d) a memorandum of legal advice addressed to the Lead Managers and
Underwriters and in a form and on reliance terms acceptable to the Lead
Managers and Underwriters from AFT’s Australian legal advisors (being Herbert
Smith Freehills) on or prior to the date of this Agreement confirming that the
Marketing Materials, the Offer and the SPP comply with all Applicable Laws in
Australia.
10.2 Conditions: The Lead Managers' and Underwriters' obligations under this Agreement
(other than under clause 15, which become binding upon signing) do not become binding
until the satisfaction of each of the following conditions precedent (or their waiver by each
Lead Manager and Underwriting, if capable of waiver):
(a) prior to the Offer Opening Time:
(i) AFT receiving a waiver from NZX in respect of NZX Listing Rule 5.2.1,
and such waiver providing that AFT may enter into this Agreement
without shareholder approval (the "NZX Waiver"); and
(ii) AFT issuing an amended quotation application reflecting the change
to the terms of issue of the Shares held by CRG that were issued on
20 May 2020 (being those Shares issued in respect of accumulated
dividends on the redeemable preference shares that were converted
by CRG on 20 May 2020) to remove their on-sale restriction.
(b) AFT and AF Trust each issuing a cleansing notice in a form approved by the
Lead Managers and Underwriters (acting reasonably) to NZX pursuant to
clause 20 of Schedule 8 of the Financial Markets Conduct Regulations 2014
and as contemplated by ASIC Instrument 17-0484 and ASIC Instrument 20-
0572 (in each case stating that it is in compliance with its continuous disclosure
obligations, financial reporting obligations and that there is no information that is
“excluded information” as defined in clause 20 of Schedule 8 to the Financial
Markets Conduct Regulations 2014) by the time required by the Timetable;
(c) NZX and ASX granting AFT a trading halt in respect of the existing Shares by
the time contemplated by the Timetable and which operates for the period set
out in the Timetable; and

15
(d) the Marketing Documents being released to NZX and ASX by no later than
9:00am on the Bookbuild Date, in the form agreed between AFT and the Lead
Managers and Underwriters.
10.3 Endeavours to fulfil: AFT must use reasonable endeavours to procure that the
conditions in clauses 4.1(g) and 10.1 ("Conditions") are satisfied by their respective
deadlines. The Conditions are for the benefit of the Lead Managers and Underwriters
and may only be waived if agreed by both the Lead Managers and Underwriters (in their
discretion).
10.4 Termination events: The Lead Managers and Underwriters may, without costs or
liability, by written notice to AFT terminate their obligations under this Agreement at any
time after they sign this Agreement and up to allotment and transfer of all of the Shares
on the Settlement Date if:
(a) NZX or ASX suspends trading in quoted securities in AFT (other than in
accordance with the trading halt being granted and lifted in accordance with the
Timetable) or removes AFT’s status as a listed issuer;
(b) (*) any Offeror contravenes any provisions of the FMCA, FMCR, the Takeovers
Code, the Corporations Act or any rules, regulations or applicable laws or any
requirements of NZX or ASX (including the NZX Listing Rules and ASX Listing
Rules), except to the extent that any such contravention is directly caused by
any act by or omission by the Lead Managers or Underwriters in breach of this
Agreement;
(c) (*) the New Zealand Financial Markets Authority, Australian Securities and
Investments Commission or any other government agency or regulatory body:
(i) issues, or threatens to issue, proceedings;
(ii) initiates, commences or threatens to commence any inquiry or
investigation; or
(iii) exercises any of its powers or issues any adverse orders (or indicates
that it is considering doing so),
in relation to an Offeror or the Offer;
(d) official quotation of the Shares (including the New Shares) on the NZX Main
Board and the securities exchange operated by ASX is denied or the New
Shares will otherwise not be quoted on allotment or transfer;
(e) (*) an event or series of events, a circumstance or circumstances or any matter
or matters or information, individually or together (including any breach of a
warranty or a covenant of an Offeror under this Agreement) that occurs, or of
which the Lead Managers and Underwriters first becomes aware, after the date
of this Agreement and which in the reasonable opinion of the Lead Managers
and Underwriters has or is likely to have, or once disclosed will have or is likely
to have, an adverse effect on the general affairs, management, business
prospects, financial position or results of the operations of AFT, otherwise than
as contemplated by the Marketing Documents or any of the effects described in
(v) below;
(f) except as disclosed in the Marketing Documents, AFT alters its capital structure
or constitution without the prior written consent of the Lead Managers and
Underwriters;

16
(g) (*) any actual or proposed change in law, regulation or the NZX Listing Rules,
ASX Listing Rules or any direction or policy of any government agency;
(h) (*) the ASIC Offer Relief or the NZX Waiver is withdrawn or adversely modified
at any time after it is granted;
(i) (*) any material or fundamental change in financial, economic or political
conditions affecting capital markets or financial markets in New Zealand,
Australia, the United Kingdom, China, Hong Kong, Singapore, any member of
the European Union or the United States or the outbreak of war or hostilities not
presently existing or the escalation of existing hostilities in any jurisdiction;
(j) (*) a general moratorium on commercial banking activities in New Zealand,
Australia, the United Kingdom, any member of the European Union or the
United States, being declared by the relevant central banking authority in any of
those countries, or a material disruption in commercial banking or security
settlement or clearance services in any of those countries;
(k) any Offeror or any of its directors, chief executive officer or chief financial officer
engages in any fraudulent conduct or activity, whether or not in connection with
the Offer;
(l) the S&P/NZX 50 Index or S&P/ASX 200 Index falls by 10% or more from its
Closing Level:
(i) at any time on the Business Day on which the Bookbuild completes;
or
(ii) at any time after the Business Day on which the Bookbuild completes
and at the close of trading of the relevant financial product market on
the Business Day after such decline first occurs, the applicable index
must also have declined by 10% or more from its Closing Level; or
(iii) at any time on (A) the Business Day before the Settlement Date or (B)
the Settlement Date,
where “Closing Level” means the level of the NZX 50 Index or S&P/ASX 200
Index at the close of trading of the relevant financial product market on the
Business Day immediately preceding the date of this Agreement;
(m) any information or statement contained in the Marketing Documents or
cleansing notice or any other advertising or promotional materials or other
documents prepared or approved by AFT being false, deceptive or misleading
or likely to mislead or deceive (including by omission) or unsubstantiated (being
a statement for which AFT does not have reasonable grounds, other than a
statement that a reasonable person would not expect to be substantiated) in
any material adverse respect;
(n) (*) AFT becomes required to give, or gives a correcting notice under clause 21
of Schedule 8 of the FMCR;
(o) (*) any adoption by the Reserve Bank of New Zealand of a policy or direction in
respect of which there has not been a detailed announcement prior to the date
of this Agreement;
(p) (*) any change in the senior managers (as defined in the FMCA) or the board of
directors of AFT occurs or is announced;

17
(q) (*) an Offeror defaults in the performance of any of its obligations under this
Agreement;
(r) the Offerors default in their settlement obligations pursuant to clause 5;
(s) the Certificate given to the Lead Managers or Underwriters being false,
misleading, deceptive or inaccurate;
(t) any aspect of the Offer, including the Placement, AF Trust Sell Down or CRG
Sell Down is withdrawn or purported to be withdrawn; or
(u) (*) a representation or warranty given by an Offeror in this Agreement is not true
or correct (or becomes untrue or incorrect),
provided that, in the case of an event above marked (*), the Lead Managers and
Underwriters may only terminate their obligations if, in their reasonable opinion, the
circumstances or combinations thereof:
(v) have or could reasonably be expected to have, or once disclosed will or are
likely to have, a material adverse effect on:
(i) the outcome of the proposed Offer;
(ii) an Offeror's ability to issue or transfer (as applicable) the Shares the
subject of the Offer or the ability of Subscribers to settle their
obligations under the Offer;
(iii) the price at which Shares are traded on the NZX Main Board or the
securities exchange operated by ASX after the Offer (including the
Settlement Date); or
(iv) AFT or its subsidiaries, or their business operations, management,
assets, liabilities, financial position, profits, losses, earnings position,
shareholders' equity or prospects; or
(w) would, or would be likely to give rise to a material liability for the Lead Managers
or Underwriters or their Affiliates under New Zealand, Australia or any other
jurisdiction’s laws; or
(x) has given rise to or is likely to give rise to a contravention by the Lead
Managers or Underwriters or their Affiliates of any applicable law or the NZX
Participant Rules, or any such person being involved in such a contravention,
except in the case of paragraphs (w) and (x) above where the relevant event or matter
results from a material breach of this Agreement by a Lead Manager or an Underwriter.
10.5 Effect of termination:
(a) In the event that a Lead Manager or an Underwriter (in the case of an
Underwriter, the "Terminating Underwriter") validly terminates its obligations
under this Agreement pursuant to clause 10.4, it will be relieved of its
obligations under this Agreement.

18
(b) The exercise by a Terminating Underwriter of its rights under clause 10.4 does
not automatically terminate the obligations of the Lead Managers or Underwriter
(in the case of the Underwriter, the "Non-Terminating Underwriter"). Nothing
in this clause 10.5 limits the rights of a Lead Manager or Non-Terminating
Underwriter under clause 10.4.
(c) The Non-Terminating Underwriter may, in its absolute and unfettered discretion,
elect by notice in writing to the Offerors within two Business Days of the
Terminating Underwriter terminating its obligations under this Agreement to
assume all or part of the obligations of the Terminating Underwriter. In the
event that the Non-Terminating Underwriter exercises its discretion not to
assume all of the Terminating Underwriter's obligations, this Agreement will
automatically terminate.
(d) If the Non-Terminating Underwriter gives notice under clause 10.5(c) prior to
settlement that it will assume any obligations of the Terminating Underwriter
under this Agreement which have not yet been performed, then, subject to the
performance of its obligations in accordance with this Agreement, the Non-
Terminating Underwriter, in addition to the fees to which it is entitled under the
Engagement Letters, will also be entitled to the fees (in relation to the
obligations of the Terminating Underwriter which it has assumed) that would
have been payable to the Terminating Underwriter (and if the Terminating
Underwriter is not also a Lead Manager, the fees that would have been payable
to the terminating Lead Manager) if it had not terminated its obligations
(including under the relevant Engagement Letters), and the Terminating
Underwriter (and, if applicable, terminating Lead Manager) will not receive any
part of those fees.
(e) Except as provided in the foregoing sentence, nothing in this clause 10.5 will
limit the Terminating Party's right to be paid the applicable fees and expenses in
accordance with the Engagement Letters.
10.6 Subject to clause 10.7, AFT, acting reasonably (including, where circumstances
reasonably permit, after discussion with the Lead Managers and Underwriters), may at
any time by notice to the Lead Managers and Underwriters prior to allotment of Shares on
the Settlement Date cancel the Offer and terminate this Agreement.
10.7 Termination of this Agreement will not affect:
(a) any rights or obligations arising from prior breach of this Agreement or the
Engagement Letters; or
(b) clauses 7.2, 12, 15, 17.1, 17.2, 17.8 and 19 of this Agreement,
all of which survive any termination.
11. NOTICE OF BREACH
11.1 Each party undertakes that it will notify the other parties in writing as soon as it becomes
aware of a breach or potential breach by that party of any of the warranties applicable to
it set out in clause 9 and additionally in the case of AFT, the occurrence of any of the
termination events set out in clause 10.4.
12. INDEMNITY
12.1 Each of AFT and CRG jointly and severally agree that:

19
(a) it will, to the maximum extent permitted by law, fully and effectively indemnify
and hold harmless the Lead Managers, Underwriters and each of their
respective related companies (for these purposes “related company” has the
meaning given to it by in section 2 of the Companies Act 1993, reading
references to a “company” as references to any body corporate wherever
incorporated) and Affiliates, and each of the directors, officers, employees,
advisers, and agents of those companies (each an “Indemnified Person”) from
and against all claims, actions, proceedings, demands, liabilities, losses,
damages, costs and expenses (including without limitation fees and
disbursements of counsel and expenses incurred in connection with preparing
for and responding to third party subpoenas) arising out of, or in connection
with, this Agreement (including to the extent that an Affiliate acts as underwriter,
which is deemed to be part of this Agreement) (including all claims, actions,
proceedings or demands relating to the Agreement or the Offer) which any
Indemnified Person may suffer or incur in any jurisdiction;
(b) all costs and expenses incurred by any Indemnified Person in connection with
the investigation of, preparation for or defence of, any pending or threatened
investigation, enquiry, hearing, proceeding, litigation or claim within the terms of
this indemnity or any matter incidental thereto are to be reimbursed by it
promptly on demand; and
(c) no Indemnified Person will have any liability whatsoever (whether directly or
indirectly, in contract, tort (including negligence) or otherwise) to an Offeror or
any of its related bodies corporate, or their respective directors, officers,
employees, advisers and agents, for or in connection with things done or
omitted to be done pursuant to this Agreement and the Lead Managers' and
Underwriters' role;
(such actions, claims, damages, costs, expenses, etc., being collectively referred to
herein as “Losses”) provided that the indemnity and reimbursement obligations in sub-
clauses (a) and (b) above and the limitation of liability in sub-clause (c) above shall not
apply to an Indemnified Person to the extent any Losses incurred by that Indemnified
Person are finally determined by a judgment of a court of competent jurisdiction to have
resulted primarily from an action, or omission to act, of that Indemnified Person which
constitutes fraud, wilful misconduct, wilful default or gross negligence on the part of that
Indemnified Person (“Default or Negligence”).
12.2 AF Trust agrees, to the maximum extent permitted by law, to fully and effectively
indemnify and hold harmless each Indemnified Person from and against all claims,
actions, proceedings, demands, liabilities, losses, damages, costs and expenses
(including without limitation fees and disbursements of counsel and expenses incurred in
connection with preparing for and responding to third party subpoenas) arising out of, or
in connection with:
(a) any of AF Trust’s representations and warranties in this Agreement not being
true and correct; or
(b) the AF Trust breaching this Agreement,
except to the extent that:
(c) any Losses are finally determined by a judgment of a court of competent
jurisdiction to have resulted primarily from Default or Negligence; or
(d) any Losses are judicially determined to have resulted from:

20
(i) any of AFT’s representations and warranties in this Agreement not
being true and correct or AFT breaching this Agreement; or
(ii) any of CRG’s representations and warranties in this Agreement not
being true and correct or CRG breaching this Agreement.
12.3 Each Offeror will notify the Lead Managers and Underwriters if it becomes aware of any
claim which may give rise to a liability under the indemnities in clause 12.1 and 12.2.
12.4 Without prejudice to any claim the Offerors may have against the Lead Managers or
Underwriters, no proceedings may be taken against any Indemnified Person (other than
the Lead Managers or Underwriters) ("Released Person") in respect of any claim an
Offeror may have against a Lead Manager or Underwriter (a "Relevant Claim") and the
Offerors unconditionally and irrevocably release and discharge each Released Person
from any claim that may be made by the Offeror to recover from any Released Person
any Losses relating to a Relevant Claim.
12.5 If, for any reason (other than by operation of the exceptions to the indemnity in
clause 12.1) the indemnity in clause 12.1 is unavailable or insufficient to hold the
Indemnified Person harmless in respect of the full amount of a Loss, AFT and CRG shall
contribute promptly upon demand in such amount as is appropriate to reflect the relative
fault of AFT and CRG on the one hand and of the Indemnified Person on the other hand
in connection with the circumstances of the Loss.
12.6 To the extent permitted by applicable law, the Indemnified Persons will not in aggregate
be liable for, or required to contribute for an amount in connection with, a Loss, or a
series of Losses that may reasonably be considered to be sufficiently connected so as to
be taken together as one Loss, in excess of the amount of all fees actually received (or
which would have been received if the Offer settled) by the Lead Managers and
Underwriters from the Offerors in connection with this Agreement and no Indemnified
Person will be liable for an indirect loss of profits or for any other indirect or consequential
Loss or damage.
12.7 The indemnity and limitations and exclusions of liability in this section:
(a) are, subject to clause 17.7, in addition to any liability which the Offerors might
otherwise have, or any other rights which any Indemnified Person might
otherwise have;
(b) are fully enforceable in accordance with their terms notwithstanding any act,
matter, omission or thing that, but for this provision, would or might give rise to a
defence or counterclaim to such enforcement;
(c) are intended to benefit each Indemnified Person for the purposes of the
Contract and Commercial Law Act 2017 and each such person is entitled to
enforce the provisions thereof; and
(d) shall survive and continue in full force and effect notwithstanding the termination
of this Agreement.
12.8 The rights of an Indemnified Person under this Agreement will not in any way be
prejudiced or affected by:
(a) any approval given by it concerning the Marketing Documents or any other
involvement in preparation of materials distributed in connection with the Offer
or in the due diligence committee;

21
(b) any consent to be named in the Marketing Documents or any other document;
(c) any knowledge (actual or constructive) obtained after the date of this
Agreement of:
(i) any non-compliance by an Offeror with any statutory, NZX or ASX
requirement concerning the Offer, or the Marketing Documents;
(ii) any failure of an Offeror to perform or observe any of its obligations
under this Agreement; or
(iii) any inaccuracy in any representation or warranty made or taken to
have been made by an Offeror under this Agreement;
(d) any valid termination by an Underwriter of its obligation to underwrite the Offer
under this Agreement; or
(e) any other fact, matter or thing which might otherwise constitute a waiver of or in
any way prejudice or affect any right of an Indemnified Person.
12.9 The Offerors will promptly notify the Lead Managers and Underwriters of any limitation on
the extent to which the Offeror may claim against any third party or third parties in
connection with the Offer (a “Relevant Limitation”).
12.10 Where any damage or loss is suffered by an Offeror for which an Indemnified Person
would otherwise be jointly and severally liable with any third party or third parties to the
Offeror, the extent to which such loss will be recoverable by the Offeror from the
Indemnified Person will:
(a) be limited so as to be in proportion to the Indemnified Person’s contribution to
the overall fault for such damage or loss, as agreed between the parties or, in
the absence of agreement, as finally determined by a court of competent
jurisdiction; and
(b) be no more than it would have been had any Relevant Limitation not been
agreed to by the Offeror.
The degree to which the Lead Managers and Underwriters may rely on the work of any
such third party (if any) will be unaffected by any Relevant Limitation. This letter does not
grant any Indemnified Person any claim against a third party in respect of the work of that
third party.
13. UNDERTAKINGS
13.1 The Offerors will not between the date of this Agreement and settlement on the
Settlement Date:
(a) make any announcement in relation to the Offer or any other matter concerning
AFT without first consulting with the Lead Managers and Underwriters (and
obtaining the Lead Managers' and Underwriters' prior written approval, in the
case of any announcement made prior to (or contemporaneously with)
lodgement of the Cleansing Notice in accordance with this Agreement);
(b) enter into any commitment or arrangement which is or may be material in the
context of the Offer or the underwriting; or

22
(c) in the case of AFT only, acquire or dispose or agree to acquire or dispose of
any substantial assets or business without first consulting with the Lead
Managers and Underwriters,
other than as disclosed in the Marketing Documents, by way of announcement to the
NZX and ASX before the date of this Agreement or matters disclosed in writing to the
Lead Managers and Underwriters before the date of this Agreement.
13.2 During the Specified Period (as defined below), the Offerors will not (and will ensure that
no subsidiary will):
(a) offer for sale, transfer or allot any shares or other equity securities issued by
AFT;
(b) issue or grant any right or option that entitles the holder to call for the issue or
transfer of shares in AFT or that is otherwise convertible into, exchangeable for
or redeemable by the issue or transfer of, shares or other equity securities in
AFT;
(c) otherwise enter into any agreement whereby any person may be entitled to the
allotment and issue or purchase of any shares or other equity securities by AFT;
or
(d) make any announcement of an intention to do any of the foregoing,
other than:
(e) pursuant to the Offer or SPP;
(f) with the prior written consent of the Lead Managers and Underwriters (which
may not be unreasonably withheld or delayed);
(g) in the case of AFT, pursuant to any existing employee incentive scheme or
dividend reinvestment plan; or
(h) upon conversion of any redeemable preference shares in AFT on issue at the
date of this Agreement.
13.3 The “Specified Period" for the purposes of clause 13.2 is:
(a) in the case of AFT and AF Trust, the period from the date of this Agreement to
the date three months after the Settlement Date; and
(b) in the case of CRG, the period from the date of this Agreement to the date six
months after the Settlement Date.
14. NOTICES
14.1 Every notice, acceptance, confirmation, certificate or other communication to be given
under, or in connection with, this Agreement will be given in writing by:
(a) personal delivery; or
(b) email (which will be deemed to have been received when it arrives in the
recipient’s information system),

23
to the addresses specified below or if a written notice of change of address is given then
to the new address:
AFT: AFT Pharmaceuticals Limited
Level 1, 129 Hurstmere Road
Takapuna
Auckland
New Zealand

Email: malcom@aftpharm.com
Attention: Malcolm Tubby

With a copy to
(which will not
constitute
notice):

Harmos Horton Lusk Limited
48 Shortland Street
Auckland
Email: tim.mitchelson@hhl.co.nz
Attention: Tim Mitchelson

AF Trust: Hartley Atkinson and Colin McKay as trustees of the Atkinson Family
Trust

Email: hartley@aftpharm.com
Attention: Hartley Atkinson
CRG: 1000 Main Street
Suite 2500
Houston, TX 77002

Email: kevin.reilly@crglp.com
Attention: Kevin Reilly

With a copy
(which will not
constitute notice
except as
contemplated
by clause 17.1):
Chapman Tripp
23 Albert Street
Auckland
Email: Rachel.dunne@chapmantripp.com
Attention: Rachel Dunne


FBL and FBGL: Forsyth Barr Limited and Forsyth Barr Group Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland

Email: james.dykes@forsythbarr.co.nz
Attention: James Dykes
BP: Bell Potter Securities Limited
Level 29
101 Collins Street
Melbourne
Australia
Email: dcraike@bellpotter.com.au
Attention: Darren Craike

24
In respect of
FBL, FBGL and
BP, with a copy
to (which will not
constitute
notice):
Russell McVeagh
48 Shortland Street
Auckland
Email: david.raudkivi@russellmcveagh.com
Attention: David Raudkivi

MinterEllison
Level 17, 525 Collins Street
Melbourne VIC 3000
Australia
Email: sudharshan.senathirajah@minterellison.com
Attention: Sudharshan Senathirajah
14.2 Notwithstanding any other provision contained in this clause, any notice given on a day
which is not a Business Day, or if given after 5.00 pm in the place in which it is received
will be deemed to be given at 9.00 am on the next Business Day.
14.3 During the period that New Zealand is on any alert level notified by the New Zealand
Government in relation to Covid-19, any notice given under this Agreement must be given
by email (except to the extent that the notice is required by law to be given by another
means, in which case it must also be provided by email).
15. PUBLIC ANNOUNCEMENTS AND CONFIDENTIALITY
15.1 Subject to clause 15.2, each party will at all times keep confidential, treat as privileged,
and not directly or indirectly make or allow any disclosure or use to be made of, any
provision of this Agreement or any information relating to any provision, or the subject
matter of, this Agreement, or any information directly or indirectly obtained by a party from
the other under or in connection with this Agreement, except to the extent:
(a) required by law or regulation, or any requirement of a regulatory or other
competent authority;
(b) necessary to satisfy the requirements of NZX Listing Rules and ASX Listing
Rules;
(c) that the parties otherwise agree in writing;
(d) necessary to carry out its obligations under this Agreement;
(e) that the information is or becomes available in the public domain without breach
by a party of its confidentiality obligations under this clause or at law; or
(f) necessary to provide for usual disclaimers in research material generated by
the Lead Managers or Underwriters.
15.2 Notwithstanding anything in clause 15.1, following completion of the Offer, the Lead
Managers and Underwriters may publically acknowledge their involvement in the Offer
(any disclosure being limited to information which has been made publically available by
AFT) for the purposes of marketing or positioning.
16. FINAL RESPONSIBILITY OF AFT
16.1 Notwithstanding that the Lead Managers and Underwriters, their respective employees
and advisers have assisted and will continue to assist in the compilation of material for,
and the preparation of, the Marketing Documents, AFT acknowledges and agrees that
AFT is and will remain solely and absolutely responsible for ensuring:

25
(a) the accuracy, completeness, consistency and materiality of the contents of the
Marketing Documents and of any other announcements and disclosures
authorised by AFT in connection with the Offer;
(b) that all notices, reports, announcements, and advertising material published,
authorised or instigated by or on behalf of AFT in connection with the Offer, or
the Marketing Documents, are not false, deceptive or misleading or likely to
mislead or deceive (including by omission) or unsubstantiated (being a
statement for which AFT does not have reasonable grounds, other than a
statement that a reasonable person would not expect to be substantiated) and
comply with all applicable laws and regulations; and
(c) that it conducts the Offer in accordance with the FMCA, the FMCR, the
Takeovers Code, the Corporations Act, the NZX Listing Rules, the ASX Listing
Rules and all other applicable laws and regulations.
17. GENERAL
17.1 CRG appoints Chapman Tripp as its agent in New Zealand for service of process and
other documents in any legal action or proceedings arising out of or in connection with
this Agreement and will ensure that at all times Chapman Tripp or a replacement
appointed by CRG and notified to the other parties to this Agreement, is authorised and
able to accept service of process and other documents on its behalf in New Zealand.
17.2 Each Offeror will be responsible for its own costs and expenses in connection with and
incidental to the preparation and carrying into effect of this Agreement and will be
responsible for the Lead Managers' and Underwriters' costs and expenses in accordance
with the Engagement Letters.
17.3 No provision of this Agreement will be construed adversely to a party solely on the
ground that the party was responsible for the preparation of this Agreement or that
provision.
17.4 In this Agreement, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) the headings are for convenience and do not affect interpretation; and
(c) references to times and currencies are to New Zealand time and New Zealand
dollars respectively.
17.5 A party must not assign or purport to assign any of that party’s rights under this
Agreement without the prior written consent of the other party.
17.6 The parties contemplate the execution of this Agreement in counterparts and the delivery
by email or PDF copies of the signature pages of such executed counterparts, but agree
that receipt by a party of an email or PDF copy of the signature pages of any executed
copy will be as binding and effective as receipt of the original thereof.
17.7 This Agreement (together with the Engagement Letters) constitutes the entire agreement,
understanding and arrangement (express and implied) between the parties relating to the
subject matter of this Agreement and supersedes and cancels any previous agreement,
understanding and arrangement relating thereto whether written or oral. This Agreement
supersedes and prevails over the Engagement Letters to the extent of any inconsistency
or duplication. Notwithstanding any other provision of this Agreement, the indemnity in
clause 12.2 supersedes and extinguishes all indemnities provided by the AF Trust to the

26
Indemnified Persons in the Engagement Letter between AF Trust, the Lead Managers
and the Underwriters.
17.8 For the purposes of the Contract and Commercial Law Act 2017, the indemnity contained
in clause 12 of this Agreement is given for the benefit of the Indemnified Persons and is
enforceable at the suit of each Indemnified Person (but on the basis that the benefit so
conferred, and enforceable, is the benefit of that indemnity as it (and/or any other
provision of this Agreement) may be amended from time to time by agreement between
the parties to this Agreement) but otherwise the provisions of this Agreement are not
intended to benefit any other person.
17.9 This Agreement may only be amended by agreement in writing signed by all parties.
17.10 The Lead Managers and Underwriters will not have, and will not state or imply that they
have, any power or authority to incur obligations or otherwise act on behalf the Offerors
except to the extent expressly set out in this Agreement. The obligations of each of the
Lead Managers and Underwriters under this Agreement are several (and not joint or joint
and several) and no Lead Manager or Underwriter shall be responsible for the obligations
of the other.
17.11 Time is of the essence for the performance of all obligations in respect of which a time
period or date, or both, is specified in this Agreement (including the Timetable).
17.12 The Offerors acknowledge and agree that each Lead Manager and Underwriter is acting
solely pursuant to a contractual relationship with the Offerors on an arm's length basis
and on the terms, and with the obligations and duties expressly stated in this Agreement,
and not as a fiduciary to the Offerors or any other person.
17.13 Colin McKay has entered into this Agreement solely in his capacity as trustee of the AF
Trust and, accordingly, his liability will extend only to the assets which are for the time
being the subject of the AF Trust and in the hands of the trustees in the proper course of
administration of that trust, except to the extent that he has acted dishonestly or in wilful
or negligent breach of the trust.
18. NON-MERGER
18.1 The warranties, acknowledgments and indemnities given under or pursuant to this
Agreement will not merge on completion of the issue and allocation of the Shares or on
allotment or transfer of any Shares to the Subscribers, but will remain in full force and
effect on or after the Settlement Date notwithstanding settlement.
19. GOVERNING LAW AND JURISDICTION
19.1 This Agreement and all matters arising out of or in connection with it, is governed by, and
will be construed in accordance with, the laws of New Zealand, without regard to any
conflict of laws principles that would indicate the applicability of the laws of any other
jurisdiction.
19.2 Each of the parties to this Agreement irrevocably:
(a) agrees that any legal suit, action or proceeding ("Actions") arising out of or
based on this Agreement may be instituted in any competent court in New
Zealand;
(b) waives, to the fullest extent it may effectively do so, any objection which it may
now or later have to the laying of venue of those Actions in any such court; and

27
(c) submits to the non-exclusive jurisdiction of those courts in those Actions.
20. ACCEPTANCE AND CONFIRMATION
20.1 Please confirm the Offerors’ mandate to the Lead Managers and Underwriters and
acknowledge acceptance of the above terms by counter-signing this Agreement in the
space provided below and returning the Agreement.
Yours faithfully

For and on behalf of
Forsyth Barr Group Limited:




_____________________________
Authorised Signatory
Name: Neil Paviour-Smith
Position: Managing Director
Date: 10/06/2020



For and on behalf of
Forsyth Barr Limited:





_____________________________
Authorised Signatory
Name: Darren Manning
Position: Co-Head of Markets
Date: 10/06/2020



For and on behalf of
Bell Potter securities limited:


_____________________________
Authorised Signatory
Name:
Position:
Date:

Yours faithfully

For and on behalf of
FORSYTH BARR GROUP LIMITED:


_____________________________
Authorised Signatory
Name:
Position:
Date:



For and on behalf of
FORSYTH BARR LIMITED:


_____________________________
Authorised Signatory
Name:
Position:
Date:



For and on behalf of
BELL POTTER SECURITIES LIMITED:


_____________________________
Authorised Signatory
Name: James Unger
Position: Director of Bell Potter Securities &
Head Of Corporate Finance
Date: 10 June 2020

Accepted by
CAPITAL ROYALTY PARTNERS II – PARALLEL FUND B (CAYMAN) L.P.
_____________________________
Authorised Signatory
Name:
Position:
Date:
Accepted by
CAPITAL ROYALTY PARTNERS II – PARALLEL FUND A L.P.
_____________________________
Authorised Signatory
Name:
Position:
Date:
Accepted by
CAPITAL ROYALTY PARTNERS II L.P.
_____________________________
Authorised Signatory
Name:
Position:
Date:
Accepted by
CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.
_____________________________
Authorised Signatory
Name:
Position:
Date:
Nate Hukill
Managing Partner
June 9, 2020
Nate Hukill
June 9, 2020
Managing Partner
Nate Hukill
Managing Partner
June 9, 2020
Nate Hukill
Managing Partner
June 9, 2020

SCHEDULE 1 – TIMETABLE

Event Timing
Bookbuild Date 10 June 2020
Marketing Documents (including Cleansing
Notice) released
9:00am (NZ time) 10 June 2020
Trading halt commences 9:00am (NZ time) 10 June 2020
Offer Opening Time 9:30am (NZ time) 10 June 2020
Offer closes, trading halt lifted 9:00am (NZ time) 11 June 2020
Settlement Date 15 June 2020

SCHEDULE 2 – Certificate

To: Forsyth Barr Limited, Forsyth Barr Group Limited and Bell Potter Securities Limited
Copy to: Russell McVeagh
We hereby certify on behalf of AFT Pharmaceuticals Limited ("AFT") that except as set out below
the following statements are, to the best of our knowledge having made due inquiries of all of the
directors of AFT, true and not misleading or deceptive:
(a) each of the conditions required to be satisfied as at the date of this certificate as set out in
clause 10.1 of the Placement and Sell Down Agreement have been satisfied or otherwise
waived by the Lead Managers and Underwriters;
(b) none of the events contemplated by clause 10.4 have occurred, or if any such event
depends on a Lead Manager or Underwriter forming an opinion, AFT does not consider
that circumstances have arisen as a result of which a Lead Manager or Underwriter could
reasonably form that opinion, in each case excluding any condition which the Lead
Managers and Underwriters have notified AFT in writing that they waive;
For the purposes of this Certificate:
(a) "Placement and Sell Down Agreement" means the placement and sell down agreement
relating to the issue and sale of new and existing Shares dated on or about ___ June
2020 between Forsyth Barr Limited, Forsyth Barr Group Limited, Bell Potter Securities
Limited, AFT and others; and
(b) words and expressions used shall have the meanings ascribed to them in the Placement
and Sell Down Agreement.
DATED: June 2020
SIGNED on behalf of AFT PHARMACEUTICALS
LIMITED by:



Signature of Chief Executive Officer Signature of Chief Financial Officer