Details

Details

Parties

Background

AThe parties refer to the securities sale deed in respect of the sale and purchase of securities in EUC Management Pty Ltd (ACN 631 013 860) (Target), dated 19 February 2026 (as amended on 1 June 2026, the SSD), between (among others) the then holders of securities in the Target, the Purchaser and Hims, Inc.

BOn 1 June 2026 Tim Doyle and Nick Crocker (in their capacity as Initial Appointed Representatives under the SSD) appointed Shareholder Representative Services LLC as 'Appointed Representative' under the SSD in accordance with clause 20.1 of the SSD.

CClause 21.1(b)(i) of the SSD provides that the SSD may be altered in writing signed by the Appointed Representative and the Purchaser if the alteration does not materially diminish the rights, or increase the obligations, of any Vendor Side Party.

DThe parties wish to amend the SSD on the terms set out in this deed.

Agreed terms

1.Defined terms & interpretation

1.1 Defined terms

In this deed, a word or phrase defined in the SSD has the meaning given to it in the SSD unless a different meaning is expressly used in this deed or the context otherwise requires:

1.2 Interpretation

The interpretation provisions in clause 1.2 of the SSD apply to this deed.

1.3 Headings

Headings are for ease of reference only and do not affect interpretation.

2. Amendment to SSD

2.1 Amendment

On and with effect from the date of this deed, each party to this deed agrees that clause 4.2(b) of the SSD is amended by deleting the words 'the first Business Day of the calendar month immediately following' in the first line of clause 4.2(b).

2.2 Amendments not to affect validity, rights and obligations

This deed is only intended to vary the SSD in the manner set out in clause 2.1 above and does not terminate, discharge, rescind or replace it. The amendments to the SSD do not affect the validity or enforceability of the SSD.

2.3 Acknowledgement

Each party acknowledges and agrees that this deed is issued in accordance with the SSD and (including the amendment procedure specified in clause 21.1 of the SSD) and that the changes proposed in clause 2.1 do not materially diminish the rights, or increase the obligations, of any Vendor Side Party.

3. Miscellaneous

3.1 Counterparts

This deed may be executed in any number of counterparts. Each counterpart constitutes an original of this deed, all of which together constitute one instrument. A party who has executed a counterpart of this deed may exchange it with another party by emailing a pdf (portable document format) copy of, the executed counterpart to that other party, and if requested by that other party, will promptly deliver the original by hand or post. Failure to make that delivery will not affect the validity of this deed.

3.2 Governing law and jurisdiction

This deed (and any non-contractual obligations arising out of or in connection with it) is governed by and construed in accordance with the laws of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this deed (and any non-contractual obligations arising out of or in connection with it) and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 3.2.

3.3 Giving effect to this document

Each party must, at its own expense, do everything reasonably necessary to give full effect to this deed and any transactions contemplated in it.

Signing page

EXECUTEDas a deed.

Dated: September 29, 2026

Dated: September 29, 2026