[Name]

[Address Line 1]

[Address Line 2]

By email

[⚫] August 2026

Dear [Name]

Offer of Series A Senior Preference Shares

This letter is a private placement offer (Offer) to subscribe for Series A Senior Preference Shares (SASP Shares) in the capital of Wavewise Analytics Ltd ACN 628 808 088 (Wavewise Analytics or the Company) on the terms set out in this Offer.

The SASP Shares are being offered at a price per share of $6.90 (Issue Price). You are entitled to subscribe for up to [⚫] SASP Shares, meaning the total consideration payable by you for the SASP Shares will be $[⚫] (Subscription Amount).

The information that Wavewise Analytics has provided, or will provide, to you in connection with this Offer, includes the contents of this Offer and an investor presentation (Investor Presentation). This Offer and the Investor Presentation constitute ‘confidential information’ and must remain confidential and must not be disclosed by you to any third party. If you have previously signed a Confidentiality Agreement with Wavewise Analytics, this information must be kept confidential by you in accordance with the terms and conditions of that agreement, which you acknowledge and agree remains in full force and effect.

If you apply for SASP Shares and are successful, any SASP Shares issued to you will be:

1. subject to the terms of Wavewise Analytics Shareholders Agreement amended and restated as at 14 October 2024 (Shareholders Agreement) and the constitution of Wavewise Analytics (Constitution); and
2. subject to a bare trust arrangement as detailed in section 10 of this Offer.

Capitalised words and phrases not otherwise defined in this Offer have the meaning given in the Shareholders Agreement.

1. Terms of the Offer
   1. The Board resolved by Special Majority Approval (as defined in the Shareholders Agreement) on 30 June 2026 to offer SASP Shares in Wavewise Analytics.
   2. SASP Shares are Shares, a form of Equity Securities (as defined in the Shareholders Agreement) but rank senior to any existing Series A Preference Shares and Ordinary Shares of the Company (as outlined in para 1.3).
   3. Subject to paragraph 1.4, the Board has resolved to seek:
      1. a minimum investment amount of A$1,500,000 (Minimum Investment Amount); and
      2. a target investment amount of A$3,500,000 (Target Investment Amount).
   4. The Board has resolved to accept up to maximum of A$5,000,000, equating to 724,636 SASP Shares (Maximum Investment Amount). Acceptance above the Target Investment Amount is in the Board’s sole and absolute discretion.
   5. The rights that attach to the SASP Shares are as set out in Annexure B of the Company’s Constitution including:
      1. rank senior to all other classes of Shares (including Series A Preference Shares) in the Company;
      2. have a 1.2x liquidation preference; and
      3. have anti-dilution protection if the Company issues Equity Securities at less than the applicable issue price of the SASP Shares in the future.
   6. The SASP Shares will rank equally with other SASP Shares issued by the Company.
   7. The Offer is not underwritten.
   8. The SASP Shares will be issued to you under a bare trust arrangement in accordance with section 10 of this Offer.
2. Offer process
   1. The total number of SASP Shares available for subscription for the Target Investment Amount is 507,246, which may be extended up to 724,636 SASP Shares for the Maximum Investment Amount, in the Board’s discretion.
   2. The number of SASP Shares being offered to you is set out in your Acceptance Form, attached as Annexure B to this Offer.
   3. Notwithstanding the Closing Time, a first close will occur after the Minimum Investment Amount of at least A$1,500,000 is raised (at least 217,391 SASP Shares subscribed for). The timing of subsequent closes will be determined by Wavewise Analytics by reference to funds raised and expected to be raised.

You must make your election by completing and signing the Acceptance Form and returning it to the Company with payment by 4.00 pm on [Insert Date].

• 1. At the same time as returning the completed Acceptance Form, you must deliver a Deed of Accession in the form set out in Annexure A, a Declaration of Bare Trust Deed in the form set out in Annexure C and pay the subscription monies for the number of SASP Shares that you wish to subscribe for (including any SASP Shares that you wish to subscribe for in addition to your Entitlement) as follows:

Account Name: Lander & Rogers Trust Account

Bank:  Commonwealth Bank of Australia

Branch Address: 367 Collins Street, Melbourne, Vic

BSB: 063 000

Account Number: 1018 6704

Reference No: WWA-[⚫]

• 1. The Company will refund any amounts paid by you in respect of SASP Shares for which you wished to subscribe but which were not allocated to you (if any).
  2. By signing the Acceptance Form, you will be accepting and agreeing to the terms and conditions relating to the issue of the SASP Shares set out in this Offer and the Acceptance Form. You will also be accepting and agreeing to the terms and conditions relating to the SASP Shares as set out in the Constitution and Shareholders Agreement.
  3. Indicative dates for the Offer are:

*These dates are subject to change and are indicative only.

1. Notices and contact details for further information

Notices that you are required to give in response to this Offer should be given to the Company as follows:

by email to: info@wavewise.com; or

by post to: Company Secretary

Wavewise Analytics Pty Ltd

c/o Melbourne Connect

Level 2, 700 Swanston Street

Carlton, Vic 3053

1. Use of Proceeds

Information on Wavewise Analytics' proposed use of proceeds is set out in the investor presentation supplied alongside this Offer (Investor Presentation).

1. Capital structure and rights attaching to the SASP Shares
   1. Information on Wavewise Analytics’ capital structure is set out in the Investor Presentation.
   2. The rights that attach to SASP Shares are set out in the Constitution.
2. Offer is Personal

The invitation to apply for SASP Shares, and your rights and obligations generally under this Offer are personal to you and you may not, prior to allotment of the SASP Shares, assign, transfer, or in any other manner, deal with the SASP Shares.

1. Representations, Warranties and Agreements
   1. You represent, warrant and agree for the benefit of Wavewise Analytics and its related bodies corporate and any officers, employees, agents or advisers of any of them (all of which are referred to here as affiliates) that:
      • 1. if you are an incorporated entity, you are duly incorporated and validly exist under the law of your place of incorporation;
        2. you have full corporate power and authority to accept this Offer and perform your obligations under this Offer, to carry out the transactions contemplated by this Offer, and to own your property and assets and carry on your business;
        3. if you are in Australia, you are one of the following:
2. a “Sophisticated Investor” under section 708(8) of the Corporations Act 2001 (Cth); or
3. a “Professional Investor” under section 708(11) of the Corporations Act 2001 (Cth); or
4. an “Experienced Investor” under section 708(10) of the Corporations Act 2001 (Cth);
   • • 1. you are not a “U.S. Investor”, being for the purposes of this Offer a person who is in the United States, or who is a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”)), or who is acting for the account or benefit of a U.S. person;
       2. if you are outside Australia, you are a person from whom an offer to subscribe for the SASP Shares, in the manner contemplated by this Offer is permitted by the laws of the jurisdiction in which you are situated and to whom the SASP Shares can lawfully be issued under all applicable laws, without the need for any registration, filing or lodgement;
       3. you are in compliance with all relevant laws and regulations (including, without limitation, the requirements of the Corporations Act 2001 (Cth) and the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth)) and will not cease to be in compliance if Wavewise Analytics accepts your application to subscribe for the SASP Shares;
       4. it is your present intention to be an investor in the SASP Shares, and to remain so for at least the medium term (i.e. longer than 12 months). This confirmation is understood to be a statement by you of present intention only but not an undertaking not to sell, particularly where your investment objectives or market conditions change;
       5. no disclosure document in connection with the subscription for and issue of the SASP Shares described in this Offer has been prepared or given to you;
       6. you have previous experience in investing in securities and such knowledge and experience in financial and business matters that you are capable of evaluating the merits of the Offer, value of the SASP Shares, the risks involved in investing in the SASP Shares, your own information needs and the adequacy of the information given by Wavewise Analytics including that referred to in clause 4, and you acknowledge that an investment in the SASP Shares, involves a degree of risk;
       7. you have the financial ability to bear the economic risk of the investment in the SASP Shares;
       8. you have had access to all information that you believe is necessary or appropriate in connection with your subscription for the SASP Shares, and, once provided to you, you will have read the Investor Presentation (including the description of Risks) and have considered it carefully before deciding to invest. You acknowledge and agree that you will not hold Wavewise Analytics or any of the affiliates responsible for any misstatements in, or omissions from, any information made available to you concerning Wavewise Analytics;
       9. you have made and relied upon your own assessment of Wavewise Analytics and have conducted your own investigation with respect to the SASP Shares, and Wavewise Analytics including, without limitation, the particular tax consequences of subscribing, owning or disposing of the SASP Shares in light of your situation as well as any consequences arising under the laws of any taxing jurisdiction;
       10. you have not relied on any investigation that Wavewise Analytics or any of the affiliates or any persons acting on their behalf may have conducted with respect to the SASP Shares, or Wavewise Analytics. None of such persons has made any representation to you, express or implied, with respect to the SASP Shares, or Wavewise Analytics;
       11. having made the enquiries referred to above you have made your own assessment as to the assets and liabilities, financial position, profits and losses and prospects of Wavewise Analytics;
       12. you acknowledge that this invitation does not constitute a securities recommendation or financial product advice and that neither Wavewise Analytics nor any of the affiliates has had regard to your particular objectives, financial situation or needs;
       13. if SASP Shares are issued to you, you will be bound by the provisions of the Shareholders Agreement, the Constitution and all other constituent documents of Wavewise Analytics;
       14. except to the extent that liability cannot by law be excluded, none of Wavewise Analytics or any of the affiliates accept any responsibility in relation to the subscription and issue of the SASP Shares, described in this Offer;
       15. you understand that an investment in Wavewise Analytics is speculative and there is no guarantee that there will be any return on SASP Shares;
       16. you understand that secondary trading in SASP Shares is limited and there is no guarantee that there will be any market for trading of those securities; and
       17. the Offer has not been and will not be registered under the Securities Act or the laws of any state or other jurisdiction in the United States. Therefore, you agree that:
5. you will not offer, sell, pledge, transfer or otherwise dispose of any SASP Shares, in the United States or to a U.S. Investor unless and until the SASP Shares are registered under the Securities Act (which you acknowledge Wavewise Analytics has no obligation to do) or offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the Securities Act or the laws of any state or other jurisdiction in the United States; and
6. in the future, if you or any other person for whose account you are acquiring the SASP Shares decides to sell or otherwise transfer any SASP Shares in the United States or to a U.S. Investor, you will only do so, and you will inform such other person that it may only do so, if the offer and sale of such SASP Shares are (A) registered under the Securities Act (which you acknowledge Wavewise Analytics has no obligation to do); (B) made in a transaction exempt from the registration requirements of the Securities Act; or (C) made in regular brokered transactions on the ASX or otherwise outside the United States in accordance with Regulation S under the Securities Act,
   • • 1. if you are acquiring any SASP Shares for an account of one or more persons, you have full power to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such person and you will take reasonable steps to ensure that each such person will comply with its obligations herein;
       2. Wavewise Analytics and the affiliates will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements; and
       3. if you are acquiring any SASP Shares as trustee you are bound both personally and in your capacity as trustee.
   1. You indemnify Wavewise Analytics and the affiliates against any loss, damage or costs incurred and arising out of or in relation to any breach by you of the acknowledgments, representations, warranties and agreements contained in this Offer.
7. Warranties from Wavewise Analytics

8.1 Wavewise Analytics warrants to you that:

• • • 1. Wavewise Analytics has a clearly defined purpose for the issue of the SASP Shares which does not include any or all of the SASP Shares being offered for the purpose of the person to whom they are issued selling or transferring them or granting, issuing or transferring interests in, or options or warrants over, them; and
      2. other than the disclosures made in this letter concerning the proposed issue of the SASP Shares and Wavewise Analytics’ reasons for the issue, and information disclosed by Wavewise Analytics including in the Investor Presentation, Wavewise Analytics does not possess or know any other information at the date of this Offer which would be materially adverse to a prospective subscriber for the SASP Shares.

1. Escrow
   1. If Wavewise Analytics (or any other entity that controls or will control Wavewise Analytics) proposes to seek admission to a stock exchange, you must at the request of Wavewise Analytics promptly execute, and procure any Controller of your SASP Shares to execute, and deliver to Wavewise Analytics within 5 days of such request, an escrow or restriction agreement relating to all or part of your SASP Shares:
      1. in the form;
      2. for the number of SASP Shares; and
      3. for the period,

requested by Wavewise Analytics to help facilitate the listing of Wavewise Analytics (or any other entity that controls or will control Wavewise Analytics) on a stock exchange.

You agree to discharge any Security Interest over your SASP Shares prior to executing the escrow or restriction agreement.

• 1. You irrevocably appoint Wavewise Analytics and each of its Authorised Officers severally as your attorney to:
     1. do anything necessary or desirable in Wavewise Analytics’ opinion to give full effect to this clause 9 including but not limited to executing any escrow or restriction agreement;
     2. do anything else that Wavewise Analytics must or may do, or that Wavewise Analytics may do, under this clause or by law (Attorney).

This appointment is effective only if you fail to execute and return to Wavewise Analytics any escrow or restriction agreement required under this clause 9. Each Attorney may appoint and remove substitutes, and may delegate its powers (including this power of delegation) and revoke any delegation.

An Attorney may do anything contemplated by this clause even if the Attorney is affected by an actual or potential conflict of interest or duty, or might benefit from doing it. An Attorney may do anything contemplated by this clause in its name, in your name or in the name of both of them. You must ratify anything done by an Attorney under this clause.

• 1. You give the power of attorney in this clause:
     1. to secure the performance of your obligations to Wavewise Analytics under this Offer; and
     2. for valuable consideration, receipt of which you acknowledge.
  2. For the purposes of this clause 9:
     1. “Authorised Officer” means any director of Wavewise Analytics or any person from time to time nominated by Wavewise Analytics by written notice to you as an authorised officer to sign notices or documents in connection with this clause 9;
     2. “Controller” has the same meaning as under the listing rules of the relevant stock exchange which, for the Australian Stock Exchange (ASX) means “a person who, in ASX's opinion, has a substantial interest in the equity of the holder of, or a substantial economic interest in, restricted securities and each intermediate entity through which that interest occurs”;
     3. “listing rules” means the rules governing the procedures and behaviour of all entities listed on the relevant stock exchange;
     4. “Security Interest” means;

1. a security interest under the Personal Property Securities Act 2009 (Cth);
2. any other mortgage, pledge, lien or charge in relation to any property (whether or not it is personal property); or
3. any other interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors in relation to any property (whether or not it is personal property);
   • 1. “stock exchange” means a regulated market on which securities are bought and sold.
4. Bare Trust Arrangement
   1. Cyban Nominees Pty Ltd (ACN 673 528 807) (Cyban Nominees) will act as a bare trustee and hold the SASP Shares for your benefit in accordance with the Declaration of Trust Deed set out in Annexure C.
   2. This bare trust arrangement will not affect your rights or entitlements as a shareholder in Wavewise Analytics.
   3. Cyban Nominees is a wholly owned subsidiary of Wavewise Analytics with the same directors as Wavewise Analytics.
   4. Cyban Nominees will hold the legal title to the SASP Shares on bare trust for you. Cyban Nominees can hold the legal interest in Wavewise Analytics pursuant to section 259C(1)(b) of the Corporations Act 2001 (Cth).
   5. The beneficial ownership of the SASPs shares will vest in you (in the person or entity (including trust) set out in your Acceptance Form) on issue. For clarity, you have all the rights and entitlements attaching to the SASP Shares.
   6. All operating costs of the bare trust are paid by Wavewise Analytics.
5. Costs

Each party must pay its own costs of negotiating, preparing and executing this Offer.

1. Variation

Any variation of the terms of this Offer must be in writing signed by each of Wavewise Analytics and you.

1. Governing Law and Jurisdiction

This Offer will be governed by the laws of Victoria, Australia and you agree to submit to the non-exclusive jurisdiction of the courts of Victoria.

1. Entire Agreement

The terms contained in this Offer including, without limitation, your executed Acceptance Form and Declaration of Bare Trust Deed, constitute the entire agreement between Wavewise Analytics and you as to the issue of SASP Shares to the exclusion of all prior representations, understandings and agreements between Wavewise Analytics and you. Any variation of the terms of this Offer must be in writing signed by each of Wavewise Analytics and you.

1. Notices

Any notice to be given relating to the Offer must be in writing and may be sent by post or email to the postal address or email address of the party to whom the notice is sent. A notice will be deemed to have been given:

• • 1. if sent by post, on the 2^nd Business Day (at the address to which it is posted) after posting; or
    2. if sent by email, upon the successful transmission to the email address referred to above.

Please contact either myself directly on 0484 300 299, or Andrew Maxwell on 0412 790 000 if you have any queries in respect of the Offer or if you would like further information about our current progress and future plans for the Company.

On behalf of the Board, management and staff of Wavewise Analytics, I would like to thank you in advance for your ongoing support.

Yours faithfully

Signed for and on behalf of

Wavewise Analytics Pty Ltd

by its authorised representative:

Signature of Mary Beth Brinson

CEO

Annexure A

Deed of Accession

As attached.

Annexure B

Acceptance Form

As attached.

Annexure C

Declaration of Bare Trust

As attached.

Annexure A - Deed of Accession

Deed poll of accession

Date:

By:

(Acceding Party)

Background:

This deed poll is supplemental to an amended and restated shareholders agreement dated 14 October 2024, as amended from time to time (Shareholders Agreement) between Wavewise Analytics Pty Ltd (ACN 628 808 088) (Company) and the Company’s shareholders (Shareholders).

Terms

1. The Acceding Party confirms that it has been supplied with a copy of the Shareholders Agreement.
2. The Acceding Party covenants with all present parties to the Shareholders Agreement (whether original or by accession) to observe, perform and be bound by all the terms of the Shareholders Agreement to the intent and effect that the Acceding Party is deemed with effect from the date on which the Acceding Party is registered as a Shareholder of the Company to be a party to the Shareholders Agreement.
3. The rights and obligations of the Acceding Party under the Shareholders Agreement do not commence until the Acceding Party has been issued with Shares in the Company and registered as a Shareholder of the Company.
4. The Acceding Party's address for the purposes of the Shareholders Agreement is, until substituted in accordance with the Shareholders Agreement:

[Name] of [Address]

5. Clause 24.14 of the Shareholders Agreement applies to this deed poll.

EXECUTED as a deed.

Option 1 (Corporation)

Option 2 (Individual)

ANNEXURE B

APPLICATION FORM – WWA-[⚫]

SASP Shares Offering

The Company Secretary, Wavewise Analytics Pty Ltd (ACN 628 808 088)

Entitlement to SASP Shares

Application for SASP Shares

I refer to the offer of Series A Senior Preference Shares SASP Shares (SASP Shares) in Wavewise Analytics Pty Ltd ACN 628 808 088 (Wavewise Analytics) as set out in the offer letter dated [Insert] (Offer) at a price of A$6.90 for each SASP Share (Issue Price) and apply for the following SASP Shares to be held by Cyban Nominees Pty Ltd in its capacity as bare trustee and subject to the terms of the Declaration of Bare Trust.

I hereby apply for the number of SASP Shares at the Issue Price for the Total Subscription Amount as set out above and otherwise on the terms and conditions set out in the Offer, the terms of which I hereby accept and agree to be bound by. I/ We acknowledge that if Wavewise Analytics accepts this Application in whole or in part the terms of the Offer will constitute an agreement to subscribe for SASP Shares as set out in the Offer.

In connection with the subscription for such SASP Shares, the undersigned hereby confirms (for the benefit of Wavewise Analytics and the affiliates as defined in the Offer), the various representations, warranties and agreements contained in the Offer, including those set out in clause 9 of the Offer, and in particular that I have not received a disclosure document under Part 6D.2 of the Corporations Act 2001 (Cth) in connection with the Offer.

I, [⚫], agree to be bound by the obligations set out in this Offer and grant the power of attorney set out in clause 9.

Signed by the Authorised Signatory on behalf of the above named investor

Signature: …………………………………………………… Date: ………………………………………………..

Name: …………………………………………………………………………………………………………………….

THIS FORM MUST BE EMAILED AND CLEARED FUNDS MUST BE DEPOSITED IN THE LANDER & ROGERS TRUST ACCOUNT AS SET OUT IN THE OFFER BY NO LATER THAN 4.00PM ON [DATE]

Deed dated:  

Parties Cyban Nominees Pty Ltd ACN 673 628 807

of “Melbourne Connect” Level 2, 700 Swanston Street, Carlton, Victoria 3053

Attention: Company Secretary

Email: info@wavewise.com

(Trustee)

The beneficiary named in the execution clause of this Deed.

(Beneficiary)

Introduction

The Trustee has agreed to hold the Securities on trust for the Beneficiary absolutely and on the terms of this Deed.

It is agreed

In this Deed:

each in the form required by the Trustee;

In this Deed:

While the Trust remains in place, in the absence of any written direction from the Beneficiary, the Beneficiary gives a standing direction and instruction to the Trustee to:

so long as the Trustee exercises its powers and performs its obligations in the best interests of the Beneficiary.

such that the Trust Assets are fully disbursed and as a result the Trust shall terminate.

This Deed may be executed in any number of counterparts. Each counterpart is an original but the counterparts are one and the same Deed.

This Deed is governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

Executed as a Deed and delivered on the date on the date shown on the first page.

Option 1 (Corporation)

Option 2 (Individual)