NYRADA INC. (ASX:NYR) 24 In addition, parties making claims against a Consolidated Entity may obtain injunctive or other relief to prevent that Consolidated Entity from further developing or commercialising its products. In the event that a successful claim of infringement is made out against a Consolidated Entity, it may be required to pay damages and obtain one or more licences from the prevailing third party. If it is not able to obtain these licences at a reasonable cost, if at all, it may suffer the loss of the prospective drug asset, which in turn may lead the Consolidated Entity to encounter delays and lose substantial resources while seeking to develop alternative product. (f) Risk of delay The Consolidated Entity may experience delays in achieving a number of critical milestones in the development of its drug candidates due to unforeseen delays in contracted works, non-performance or loss of contractors or delay in obtaining regulatory approvals from hospital ethics committees or government agencies for the conduct of preclinical and clinical studies. Any material delays may impact adversely upon the Consolidated Entity, including increasing anticipated costs. The Consolidated Entity is also dependent on its ability to secure sites and patients for the conduct of its clinical trial program. If the Consolidated Entity is unable to engage clinical trial site providers on commercially acceptable terms, or difficulties arise in procuring patients to fill the clinical trials, progress of the Consolidated Entity's clinical program will be delayed. Required statements • Nyrada is not subject to chapters 6, 6A, and 6C of the Corporations Act dealing with the acquisition of its shares (including substantial holdings and takeovers). • The Company’s securities are not quoted on any exchange other than the ASX. • From the time of the Company’s admission to the ASX until 30 June 2026, the Company has used the cash and assets in a form readily convertible to cash, that it had at the time of admission, in a way that is consistent with its business objectives at that time. • Under the Delaware General Corporation Law, shares are generally freely transferable subject to restrictions imposed by US federal or state securities laws, by the Company’s certificate of incorporation or bylaws, or by an agreement signed with the holders of the shares at issue. The Company’s amended and restated Certificate of Incorporation and by-laws do not impose any specific restrictions on transfer. The Company’s CDIs were issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers that are made outside the US. Accordingly, the CDIs have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. • As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US, or to a US person for the foreseeable future except in very limited circumstances after the expiration of a restricted period, unless the re-sale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a ‘FOR US’ designation on the ASX. This designation restricts any CDIs from being sold on the ASX to US persons. However, you are still able to freely transfer your CDIs on the ASX to any person other than a US person. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.
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