Exhibit
4.11


 


REGISTRATION
RIGHTS AGREEMENT


 




    	 



     


    

 


	1.
    Definitions	1
	 	 
	2.
    Registration Rights  	2
	 	 
	 	2.1
    Resale Registration	2
	 	2.2
    Obligations of the Company	3
	 	2.3
    Furnish Information	3
	 	2.4
    Expenses of Registration	3
	 	2.5
    Delay of Registration	3
	 	2.6
    Indemnification	3
	 	2.7
    Securities Laws Disclosure; Publicity	7
	 	2.8
    Termination of Registration Rights	7
	 	2.9
    Obligations of the Investors	7
	 	2.10
    Liquidated Damages	8
	 	 
	3.
Miscellaneous	8
	 	 
	 	3.1
    Successors and Assigns	8
	 	3.2
    Governing Law	8
	 	3.3
    Counterparts	8
	 	3.4
    Titles and Subtitles	8
	 	3.5
    Notices	9
	 	3.6
    Amendments and Waivers	9
	 	3.7
    Severability	9
	 	3.8
    Aggregation of Shares	9
	 	3.9
    Entire Agreement	9
	 	3.10
    Dispute Resolution	10
	 	3.11
    Delays or Omissions	10


 




    	 



     


    

 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT is made as of the 12th day of August, 2021, by and among Genetic Technologies Limited, a company
formed under the laws of the Commonwealth of Australia (the “Company”), and each of General Genetics Corporation,
General Genetics Europe Limited, General Genetics Limited UK and Genetic Test Laboratories Australia Pty Limited (each, an “Investor”
and together, the “Investors”).


 


RECITALS


 


WHEREAS,
the Company and the Investors are party to that certain Sale of Business Agreement, dated as of the date hereof (the “Purchase
Agreement”), regarding the sale by the Investors and the purchase by the Company of substantially all of the assets of the
Investors in consideration for a specified cash payment and the issuance by the Company to the Investors of [209,363,400] ordinary shares
of the Company (the “Ordinary Shares”) that can be converted into 348,939 American Depository Shares (ADRs); and


 


WHEREAS,
the Company and the Investors are entering into this Agreement in order to govern the rights of the Investors to cause the Company to
register American Depositary Shares representing Ordinary Shares to be issued to the Investors under the Purchase Agreement and shall
govern certain other matters as set forth herein;


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1.
Definitions. For purposes of this Agreement:


 


“Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common
control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any
investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same
management company with, such Person.


 


“American
Depositary Shares” means American Depositary Shares representing Ordinary Shares.


 


A
“Change of Control” shall mean any transaction or series of transactions in which the direct or indirect ownership
of voting shares of the Company carrying in excess of 50% of the voting rights (on an as-converted basis) is, after such transactions,
effectively transferred to any third party.


 


“Chosen
Courts” has the meaning set forth in Section 3.10(a).


 


“Company
Breach” has the meaning set forth in Section 2.10.


 


“Completion
Date” has the meaning set forth in the Purchase Agreement.


 


“Damages”
means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the
Exchange Act, or other applicable securities law, rule or regulation, insofar as such loss, damage, claim or liability (or any action
in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained
in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents
or Affiliates) of the Securities Act, the Exchange Act, any other applicable securities law, or any rule or regulation promulgated under
the Securities Act, the Exchange Act, or any applicable securities law.


 




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“Eligibility
Date” means the first day after the expiration of the lockup period contemplated by Section 3.5 of the Purchase Agreement,
currently anticipated to be February 14, 2022.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Form
F-1” means such form under the Securities Act as in effect on the date hereof; provided, however that if the Company ceases
to be a “Foreign Private Issuer” (as defined in the Securities Act and the Exchange Act), then all references to Form F-1
herein shall be deemed to be references to Form S-1.


 


“Form
F-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the
Company with the SEC; provided, however that if the Company ceases to be a “Foreign Private Issuer” (as defined in the Securities
Act and the Exchange Act) and becomes eligible to use Form S-3 under the Securities Act, then all references to Form F-3 herein shall
be deemed to be references to Form S-3.


 


“Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


“Liquidated
Damages” has the meaning set forth in Section 2.10.


 


“Ordinary
Shares” has the meaning set forth in the Recitals.


 


“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


“Registrable
Securities” means (i) the Ordinary Shares, (ii) the American Depositary Shares; and (iii) any securities issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of, the Ordinary Shares or the American Depositary Shares;
excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this
Agreement are not assigned pursuant to Section 3.1 of this Agreement.


 


“SEC”
means the Securities and Exchange Commission.


 


“SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling
Expenses” means all underwriting discounts, selling commissions, stock transfer taxes and/or depositary fees applicable to
the sale of Registrable Securities, and fees and disbursements of counsel for any Holder.


 


2.
Registration Rights. The Company covenants and agrees as follows:


 


2.1
Resale Registration.


 


	 	(a) 	The
Company shall use its commercially reasonable efforts to prepare and file with the SEC a Form F-3 registration statement (or in the event
the Company is not eligible to use form F-3, a Form F-1 registration statement) covering the resale of the Registrable Securities for
an offering to be made on a continuous basis pursuant to Rule 415 as soon as practicable on or before the Eligibility Date; provided
that such filing shall be made no later than sixty (60) days after the Completion Date. The Company shall use its commercially reasonable
efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible, and shall use its
commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier
of (i) such time as all Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii)
the date that all securities covered by such Registration Statement cease to be Registrable Securities hereunder (the “Effectiveness
Period”).


 




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	 	 (b)	Notwithstanding
the foregoing obligations, if the Company furnishes to the Holders a certificate signed by the Company’s chief executive officer
stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and
its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement
otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate
reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the
Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and
any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than thirty
(30) days after such certificate is delivered; provided, however, that the Company may not invoke this right more than
twice.


 


2.2
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:


 


	 	(a)	prepare
    and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts
    to cause such registration statement to become effective for the duration of the Effectiveness Period, as set forth in Section
    2.1(a);
	 	 	 
	 	(b)
    	prepare
    and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
    such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities
    covered by such registration statement;
	 	 	 
	 	(c)
    	furnish
    to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
    Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable
    Securities;


 




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	 	(d)	use
    its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
    securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the
    Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or
    jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities
    Act; and
	 	 	 
	 	(e)	provide
    a transfer agent and registrar and, as needed, a depositary, for all Registrable Securities registered pursuant to this Agreement
    and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.


 


2.3
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section
2 with respect to the Registrable Securities of the Holders that each such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Holder’s Registrable Securities.


 


2.4
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with the conversion of the Ordinary Shares
into American Depositary Shares and registrations, filings, or qualifications pursuant to this Section 2, shall be borne and paid
by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and
paid by the Holders.


 


2.5
Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of
this Section 2.


 


2.6
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 


	 	(a)	To
    the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
    directors, and shareholders of each such Holder, legal counsel and accountants for each such Holder, any underwriter (as defined
    in the Securities Act) for the Holders, and each Person, if any, who controls such Holder or underwriter within the meaning of the
    Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person,
    or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending
    any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
    agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such claim or proceeding if
    such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or
    delayed, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions
    made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
    Person, or other aforementioned Person expressly for use in connection with such registration.


 




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	 	(b)	To
    the extent permitted by law, each Holder, jointly and severally with respect to its direct or indirect successors, assignors and
    assignees (collectively, the “Group Indemnitors”), but severally and not jointly with respect to each other Holder
    and its respective direct or indirect successors, assignors and assignees to the extent each is not a Group Indemnitor, will indemnify
    and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person
    (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter
    (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person
    of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are
    based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such
    selling Holder for use in connection with such registration; and each such selling Holder will pay to the Company and each other
    aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim
    or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement
    contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement
    is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed; and provided
    further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections
    2.6(b) and 2.6(d) exceed the proceeds from the offering received by such Holder (net of any expenses paid by such Holder),
    except in the case of fraud or willful misconduct by such Holder.
	 	 	 
	 	(c)
    	Promptly
    after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action (including any governmental
    action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof
    is to be made against any indemnifying party under this Section 2.6, give the indemnifying party notice of the commencement
    thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires,
    participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel
    mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified
    parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees
    and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
    party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented
    by such counsel in such action.


 




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	 	(d)
    	To
    provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
    otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.6 but it is judicially
    determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
    or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that
    this Section 2.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required
    on the part of any party hereto for which indemnification is provided under this Section 2.6, then, and in each such case,
    such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after
    contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and
    the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability,
    or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of
    the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of
    a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party
    or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct
    or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to
    contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant
    to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
    the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and
    provided further that in no event shall a Holder’s liability pursuant to this Section 2.6(d), when combined with
    the amounts paid or payable by such Holder pursuant to Section 2.6(b), exceed the proceeds from the offering received by such
    Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.


 




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	 	(e)
    	Notwithstanding
    the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered
    into in connection with an underwritten public offering registered on the Form F-3 registration statement (or if applicable the Form
    F-1 registration statement) filed pursuant to Section 2 are in conflict with the foregoing provisions, the provisions in the
    underwriting agreement shall control.
	 	 	 
	 	(f)
    	Unless
    otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering registered on the
    Form F-3 registration statement (or if applicable the Form F-1 registration statement) filed pursuant to Section 2, the obligations
    of the Company and the Holders under this Section 2.6 shall survive the completion of any offering of Registrable Securities
    in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.7
Securities Laws Disclosure; Publicity. The Company shall use commercially reasonable efforts to file, on or before 8:30 a.m., New York
local time, no later than the business day immediately following the date hereof, a current report on Form 6-K with the SEC describing
the terms contemplated by this Agreement, in the form required by the Exchange Act. The Company shall not, in connection with the transaction
contemplated by this Agreement and the Purchase Agreement, otherwise publicly disclose the name of any Holder or any Affiliate or investment
adviser of any Holder, or include the name of any Holder or any Affiliate or investment adviser of any Holder in any press release or
filing with the SEC (other than in a registration statement and any exhibits to filings made in respect of this transaction, or in accordance
with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written
consent of such Holder, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide
the Holder with prior notice of such disclosure.


 


2.8
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Section 2 shall terminate upon the earliest to occur of the following, at which time such Holder’s securities
shall no longer be deemed Registrable Securities:


 


	 	(a)
    	the
    failure to consummate the sale and purchase of securities contemplated by the Purchase Agreement within thirty (30) trading days
    of the date hereof;
	 	 	 
	 	(b)
    	the
    consummation of a Change of Control; and
	 	 	 
	 	(c)	the
    disposition of all of such Holder’s Registrable Securities.


 


2.9
Obligations of the Investors. It shall be a condition precedent to the effectiveness of this Agreement that each Investor and the Seller
shall have executed the Purchase Agreement, concurrent with the entry into this Agreement.


 




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2.10
Liquidated Damages. If the a Form F-3 registration statement (or in the event the Company is not eligible to use form F-3, a Form F-1
registration statement) covering the resale of the Registrable Securities is not declared effective on or before the Eligibility Date
or such Form F-3 registration statement (or form F-1 registration statement, if applicable) does not remain continuously effective during
the Effectiveness Period (a “Company Breach”) in accordance with this Section 2, the Company shall pay
shall pay to the Investors an amount equal to $10,000 per day for each day that such Company Breach continues (the “Liquidated
Damages”), up to a maximum of $$1,500,000. The Company and the Investors intend that the Liquidated Damages constitute
compensation, and not a penalty. The Company and the Investors acknowledge and agree that the Investors’ harm caused by a Company
Breach would be impossible or very difficult to accurately estimate as of the date hereof, and that the Liquidated Damages are a reasonable
estimate of the anticipated or actual harm that might arise from a Company Breach.


 


3.
Miscellaneous.


 


3.1
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee
of Registrable Securities that (i) is an Affiliate of a Holder; and (ii) after such transfer, holds 50% of the Registrable Securities
originally acquired by the applicable Investor pursuant to the Purchase Agreement (subject to appropriate adjustment for stock splits,
stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with
respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to
be bound by and subject to the terms and conditions of this Agreement. The terms and conditions of this Agreement inure to the benefit
of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.


 


3.2
Governing Law. This Agreement shall be governed by the internal law of the State of New York without giving effect to its conflict of
laws principles, and shall be treated as if executed in the County, City, and State of New York, United States of America.


 


3.3
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


3.4
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 




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3.5
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying
next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses
as set forth on the signature pages hereto, or to such email address or address as subsequently modified by written notice given in accordance
with this Section 3. If notice is given to the Company, a copy shall also be sent to the Chief Executive Officer, with a copy
to the Company Secretary.


 


3.6
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the
holders of 50% of the Registrable Securities then outstanding; provided that any provision hereof may be waived by any waiving
party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not
be amended or terminated and the observance of any term hereof may not be waived with respect to any Holder without the written consent
of such Holder, unless such amendment, termination, or waiver applies to all Holders in the same fashion. Any amendment, termination,
or waiver effected in accordance with this Section 3.6 shall be binding on all parties hereto, regardless of whether any such
party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


3.7
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement,
and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable
to the maximum extent permitted by law.


 


3.8
Aggregation of Shares. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves
in any manner they deem appropriate.


 


3.9
Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled.


 




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3.10
Dispute Resolution.


 


	 	(a)	The
    parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of New York, County
    of New York and to the jurisdiction of the United States District Court for the Southern District of New York (the “Chosen
    Courts”) for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree
    not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the Chosen Courts, and
    (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
    any claim that it is not subject personally to the jurisdiction of the Chosen Courts, that its property is exempt or immune from
    attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action
    or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by the Chosen Courts.
	 	 	 
	 	(b)	EACH
    PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER
    TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
    OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT
    LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
    THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH
    PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
    PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
	 	 	 
	 	(c)	The
    prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other
    relief to which such party may be entitled.


 


3.11
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any
breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


[Remainder
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	GENETIC
    TECHNOLOGIES LIMITED
	 	 
	 	By:	/s/
    Simon Morriss                    
	 	Name:
    	Simon
    Morris
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Genetic
    Technologies Limited
	 	60-66
    Hanover Street
	 	Fitzroy,
    Victoria 3065 
	 	Australia
	 	Attention:Michael
    Tonroe
	 	Email:
    mike.tonroe@gtglabs.com


 




    	 



     


    

 


	 	INVESTORS:
	 	 
	 	GENERAL
    GENETICS CORPORATION
	 	GENERAL
    GENETICS EUROPE LIMITED
	 	GENERAL
    GENETICS LIMITED UK
	 	GENETIC
    TEST LABORATORIES AUSTRALIA PTY LIMITED
	 	 
	 	By:	/s/
    Inder Tallur                
	 	Name:
    	Inder
    Tallur
	 	Title:
    	President
	 	c/o
    BelHealth Investment Partners
	 	401
    E. Las Olas Boulevard, Suite 1400
	 	Fort
    Lauderdale, FL 33301
	 	Attention:
    Harold Blue
	 	Email:
    hblue@belhealth.com