Exhibit
4.10


 


SALE
OF BUSINESS AGREEMENT


 


This
Sale of Business Agreement is made on 18 day of July 2021 (“Effective Date”) by and between:


 


Genetic
Technologies Limited ACN 009 212 328, a company formed under the laws of the Commonwealth of Australia, with its principal office
at 60-66 Hanover Street, Fitzroy, Victoria 3065 Australia


hereinafter,
GTG


 


AND


 


General
Genetics Corporation, a Delaware company, registration No. OC 754, trading as “General Genetics Europe” and with an address
at 36, Triq ir-Russett, Kappara, SGN4433, Malta


hereinafter,
GGC


 


AND


 


General
Genetics Europe Limited


hereinafter,
GGE


 


AND


 


General
Genetics Limited UK


hereinafter,
GGUK


 


AND


 


The
Genetic Test Laboratories Australia Pty Limited ACN 145 305 187 having its registered office at Suite 3, 5 Sesame Court, Slacks Creek
QLD 4127 and t/as Easy DNA Australia


hereinafter,
GGA


 


and
hereinafter, GGC, GGE, GGUK and GGA are jointly and severally, the Vendor


 


AND


 


Kevin
Camilleri of 34, Casa Bene, Triq ir-Russett, Kappara SGN4433, Malta only with respect to Section 6.5


hereinafter,
Key Person


 


INTRODUCTION:


 


	A.	The
    Vendor carries on the Business.
	 	 
	B.	The Vendor
    has agreed to sell and GTG has agreed to buy the Business carried on by the Vendor together with the Assets and Stock on the terms
    set out in this Agreement.
	 	 
	C.	The Vendor
    has made representations to GTG in terms of the representations and warranties set out in Section 11.1 and Schedule 7 with the intention
    that GTG should rely on such representations in entering into this Agreement.


 




    	 



     


    

 





IT
IS AGREED:


 


	1.
    	DEFINITIONS
    AND CONSTRUCTION


 


	1.1	Definitions


 


In
this Agreement unless the context otherwise requires:


 


“ADRs”
means American Depositary Shares listed on NASDAQ (GENE: NASDAQ), representing Ordinary Shares of GTG.


 


“Affiliates”
means, with respect to a person, any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by or is under common control with such first Person for so long as such other Person controls, is controlled by or is under common control
with such first person, regardless of whether such Affiliate is or becomes an Affiliate on or after the Effective Date. For purposes
of this definition, “control” and, with correlative meanings, the terms “controlled by” and “under common
control with” means (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person,
whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise; or (b)
the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a Person
(or, with respect to a limited partnership or other similar entity, its general partner or controlling entity). The parties acknowledge
that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage
ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall
be substituted in the preceding sentence; provided that such foreign investor has the power to direct the management or policies of such
entity.


 


“Assets”
means:


 


	(a)	stock
    on hand, leases, Plant and Equipment;
	 	 
	(b)	CPR,
    accounting and other software licenses and/or cloud-based software as a service subscriptions;
	 	 
	(c)	all the
    Managed Sites, domain websites, Domain Names and social media accounts;
	 	 
	(d)	fixtures
    & fittings currently used in the business and forming part of this sale will be provided by the Vendor; and
	 	 
	(e)	the Trade
    Marks;
	 	 
	(f)	the Goodwill;
	 	 
	(g)	client
    and customer databases;
	 	 
	(h)	the Intellectual
    Property used in the Business;
	 	 
	(i)	the Licences
    held by the Vendor;
	 	 
	(j)	the Records;
	 	 
	(k)	the Vendor’s
    interest in the Contracts,; and
	 	 
	(l)	the Vendor’s
    interest in the Leases;


 


and
all Intellectual Property rights subsisting in the foregoing, but excluding the Excluded Assets;


 


“Business”
means the business carried on by the Vendor which is the marketing, advertising, offering for sale and sale of genetic testing services
through the Managed Websites and a network of resellers under the Brands;


 




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“Cap”
has the meaning set forth in Section 11.2


 


“Claim”
means a legal proceeding (whether civil or criminal), administrative proceeding, arbitral proceeding, mediation or other form of alternative
dispute resolution (whether or not held in conjunction with the proceeding), an investigation or inquiry by a Government Agency, liquidator,
controller or administrator;


 


“Completion”
means settlement of the sale and purchase and other matters in accordance with the terms of this Agreement;


 


“Completion
Date” means the date on which Completion occurs, which shall be as promptly as practicable (but in no event later than the
third (3rd) business day) after all of the conditions set forth in Section 5 (other than conditions which by their terms are required
to be satisfied at Completion, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or, if permissible,
waived by the party entitled to the benefit of the same and, subject to the foregoing, shall take place at such time and on such date
as specified by the parties, or such other date and time as is agreed between the parties in writing when Completion will occur;


 


“Confidential
Information” means all information, including trade secrets, disclosed to GTG or known by GTG as a consequence of or through
its or his relationship to the Business or Vendor, that (A) concerns the Business, Assets, Stock and/or the Premises or the products,
processes or services offered by the Business or any of its respective customers or vendors; and (B) either (1) has not been made generally
available to the public, or (2) has been identified to GTG as confidential, either orally or in writing; and includes computer programs,
unpatented inventions, discoveries or improvements, marketing, manufacturing, or organizational research and development, or business
plans, sales forecasts, personnel information (including the identity of other employees of the Business, their responsibilities, competence,
abilities and compensation), manufacturing techniques, product formulations, and product constructions, pricing and financial information,
current and prospective customer/patient lists and information on customers/patients, information concerning planned or pending acquisitions
or divestitures, and information concerning purchases of major equipment or property.;


 


“Contracts”
means all the contracts and agreements to which the Vendor is a party relating to the Business including those listed in Schedule
1.


 


“Consideration
Shares” means three hundred and forty eight thousand and nine hundred and thirty nine (348,939) ADRs (which number has been
calculated based on US$1,500,000 divided by thirty (30) day VWAP of the ADRs on the trading day immediately preceding the Effective Date).


 


“Completion
Deferred Revenue Cost” means the cost incurred by GTG of dispatching test kits and/or preparing and issuing customer reports
after Completion in respect of tests that are sold by Vendor to a customer before Completion.


 


“Domain
Names” means all those domain names identified in Schedule 6;


 


“Employee
Entitlements” means all entitlements owing to each Employee employed by the Vendor at the Completion Date including without
limitation, accumulated wages, salaries, holiday pay, holiday leave loading (if any), annual sick leave, accrued long service leave and
superannuation payments, charges and levies;


 


“Employees”
means those persons engaged in the Business and who are employed either by GGC or GGA, including the Key Person, all of whose particulars
are set out in Schedule 2;


 




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“Encumbrance”
means any mortgage, charge (whether fixed or floating), pledge, lien, title retention or conditional sales agreement, hire or hire purchase
agreement, option, subordination or other Security Interest;


 


“Escrow
Agent” means Citibank, N.A.


 


“Escrow
Agreement” means an escrow agreement to be entered into by and among GTG, GGC (as representative of the Vendor) and the Escrow
Agent, effective as of the Completion Date, such escrow agreement to be substantially in the form attached hereto as Exhibit A.


 


“Excluded
Assets” means the shares, options, warrants, convertible note and other any form of share capital in or of each of GGC, GGE,
GGUK and GGA and all cash, cash equivalents and marketable securities of the Vendor;


 


“Goodwill”
means the goodwill of the Vendor in relation to the Business;


 


“Government
Agency” means any government, government department, or governmental, semi-governmental or judicial body or person charged
with the administration of any applicable law including a town council;


 


“GTG
Cap” has the meaning set forth in Section 11.6.


 


“Intellectual
Property” means all intellectual property rights of any nature whatsoever including patents, trademarks, whether registered
or otherwise, trade mark applications, trade names, copyright and all intellectual property rights subsisting in inventions, know-how,
data, specifications, systems and processes, whether or not capable of protection by registration and all rights to use any of the foregoing
owned by the Vendor and used in connection with the Business.


 


“Key
Person” means Kevin Camilleri of 34 Casa Bene Trig ir-Russett, Kamparra, SGN 4433 Malta


 


“Landlord”
means the owner of each of the Premises as specified on the Leases;


 


“Law”
includes any law, regulation, authorisation, ruling, judgment, order or decree of any Government Agency and any statute, regulation,
proclamation, ordinance or by-law in, as relevant, Australia, Malta and the United States.


 


“Lease”
means the documents, details of which are set out in Schedule 1;


 


“Liabilities”
means all liabilities and obligations, whether actual, contingent or prospective, as at the Completion Date, including trade Liabilities
and liabilities to taxation authorities anywhere in the world;


 


“Licences”
means the statutory licences, registrations, approvals and permits which are held by the Vendor or its nominee on Completion in relation
to the Business listed in Schedule 3.


 


“Losses”
means, without duplication, any and all claims, actions, causes of action, judgments, awards, losses, costs or damages (including reasonable
fees and expenses of attorneys, but excluding any allocation of overhead, including any cost of employing their own employees) actually
suffered or incurred, excluding any Losses to the extent they are incidental damages, provided that “Losses” shall not include
any consequential damages, special damages, or punitive damages or any Losses to the extent caused by the action or inaction of the indemnified
party or its Affiliates.


 


“Managed
Sites” means those websites identified by the Domain Names and/or the Trade Marks.


 




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“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results
of operations, financial condition or assets of the Business, or (b) the ability of Vendor to consummate the transactions contemplated
hereby; provided, however, that “Material Adverse Effect” excludes the MAE Exclusions. “MAE Exclusions”
means any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic
or political conditions; (ii) conditions generally affecting the industries in which the Company and the Subsidiaries operates; (iii)
any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of
any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities
or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or
omitted to be taken) with the written consent of or at the written request of GTG; (vi) any matter of which GTG is aware; (vii) any changes
in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (viii) the public announcement or
existence of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers,
distributors or others having relationships with the Business; (ix) any natural or man-made disaster or acts of God; (ix) government
orders or mandates; (xi) epidemic or pandemic (including SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated
epidemics, pandemics or disease outbreaks); or (xii) any failure by the Business to meet any internal or published projections, forecasts
or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition)
shall not be excluded).


 


“Outgoings”
means the outgoings of the Business and Premises, including without limitation, rent, rates, levies, charges, land tax, hiring, leasing
and maintenance charges, and all other recurrent outgoings for which the Vendor is responsible;


 


“PPSA”
means the Personal Properties Securities Act 2009 (Cth) and its associated regulations as amended;


 


“Permitted
Encumbrance” means (i) any Encumbrance previously notified to GTG over each item of Plant and Equipment listed in or annexed
to Schedule 4, (ii) landlords’, lessors’, mechanics’, materialmen’s, warehousemen’s, carriers’, workers’,
or repairmen’s Encumbrances or other similar Encumbrances arising or incurred in the ordinary course of business which are not
delinquent, (iii) easements, quasieasements rights-of-way, rights of re-entry or other similar restrictions, including any other agreements,
conditions or restrictions that would be shown by a current title report or other similar report or listing, which do not materially
impair the occupancy or use of any Premises for the purposes for which it is currently used in connection with the Business, (iv) any
conditions that may be shown by a current survey and that do not materially impair the occupancy or use of any Premises for the purposes
for which it is currently used in connection with the Business, and (iv) zoning, building, subdivision or other similar requirements
or restrictions which are not violated by the current use and operation of the applicable Premises (except for any violations that would
not adversely affect in any material respect the use and occupancy of any such Premises as currently used and occupied).;


 


“Plant
and Equipment” means the items of plant and equipment set out or annexed to Schedule 5;


 


“Premises”
means those premises that are the subject of each of the Leases respectively, being:


 


	(a)	the Dolphin
    Centre Complex, Main Street, Valley Road, Balzan, Malta, having an area of 225sqm; and
	 	 
	(b)	Uni 3, 5 Sesame Court,
    Slacks Creek, QLD 4127


 




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“Records”
means originals and copies, in machine readable or printed form, of all books, files, reports, records, correspondence, documents
and other material of or relating to or used in connection with the Business including:


 


	(a)	all
    records stored on or accessed through the Vendor’s CPR, accounting and other software licenses and/or cloud-based software
    as a service subscriptions
	 	 
	(b)	minute
    books, statutory books and registers, books of account and copies of applicable taxation returns;
	 	 
	(c)	brochures
    and other promotional material;
	 	 
	(d)	all
    sales and purchasing records, including all customer names;
	 	 
	(e)	all
    trading and financial records;
	 	 
	(f)	bank
    account records for all the bank accounts relating to the business for the period commencing on 1 January 2018 and ending on the
    Completion Date;
	 	 
	(g)	lists
    of all regular suppliers and customers;
	 	 
	(h)	all
    user names and passwords needed to access all accounting, software licenses, social media accounts and all other services or assets
    requiring a user name and password; and
	 	 
	(i)	employee
    records.


 


“Registration
Agreement” means a registration rights agreement to be entered into by and between GTG and the Vendor, effective as of the
Completion Date, such registration rights agreement to be substantially in the form attached hereto as Exhibit B.


 


“Security
Interest” means a security interest as defined in the PPSA;


 


“Stock”
means all the marketable stock including raw materials, materials used in manufacture, packaging materials, components, work-in-progress,
finished goods, goods under manufacture, inventories and other stock in trade owned by the Vendor, including goods in transit and stock
ordered and paid for by the Vendor but not received by Completion;


 


“Termination
Date” has the meaning set forth in Section 5.4(b).


 


“Transferring
Employees” means those Employees who accept an offer of employment with GTG as at the Completion Date.


 


“Trade
Marks” means:


 


	(a)	EasyDNA
	 	 
	(b)	GTLDNA
	 	 
	(c)	General Genetic Corporation
	 	 
	(d)	Homedna Direct
	 	 
	(e)	International Bioscience
	 	 
	(f)	Whoz the Daddy?


 


as
further may be identified in Schedule 6.


 


“Vendor’s
Warranties” means the Vendor’s warranties as set out in Schedule 7.


 




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	1.2	Construction


 


In
this Agreement unless the context otherwise requires:


 


	(a)	words
    importing the singular include the plural and vice versa;
	 	 
	(b)	words
    importing any gender include all other genders;
	 	 
	(c)	words
    importing persons include corporations, all bodies and associations corporate or unincorporate and vice versa and includes their
    heirs, successors, permitted assigns and transferees;
	 	 
	(d)	any
    agreement, warranty, representation, obligation or liability which binds or benefits two or more persons under this Agreement binds
    or benefits those persons jointly and severally;
	 	 
	(e)	any
    reference to a statute or statutory provision includes any statutory provision which amends, extends, consolidates or replaces or
    has been amended, extended, consolidated or replaced by, that statute or statutory provision and any other orders, regulations, instruments
    or other subordinate legislation made under that statute or statutory provision;
	 	 
	(f)	headings
    are included for convenience only and will not affect the interpretation and construction of this Agreement or any Schedule;
	 	 
	(g)	all
    references to “$” and “dollars” are references to the lawful currency of the United States; and
	 	 
	(h)	if
    an event (including the making of a payment) must occur under or in connection with this Agreement on a stipulated day which is not
    a Business Day then the stipulated day will be taken to be the next Business Day.





 


	2.	SALE
    AND PURCHASE OF BUSINESS AND ASSETS
	 	 
	2.1	Sale
    and Purchase of Business and Assets


 


Subject
to the terms of this Agreement, the Vendor agrees to sell and GTG agrees to buy the Business and Assets, free from all Encumbrances except
any Permitted Encumbrance with effect from the Completion Date.


 


	2.2	Sale
    and Purchase of Stock


 


Subject
to the terms of this Agreement, the Vendor agrees to transfer and set over to GTG and GTG agrees to receive and acquire from the Vendor
all the Stock on the Completion Date.


 





	3.	CONSIDERATION
	 	 
	3.1	The
    Purchase Price


 


In
consideration of the Vendor selling and transferring the Business and Assets and subject to the terms and conditions hereunder, GTG must:


 


	(a)	pay
    to the Vendor the amount of two million and five hundred thousand United States dollars (US $2,500,000); and
	 	 
	(b)	issue
    to the Vendor or its nominee the Consideration Shares.


 




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	3.2	Cash
    Payment - Schedule


 


Payment
of the amount specified in paragraph (a) of Section 3.1 shall be by way of two direct wire transfers to bank accounts to be nominated
by the Vendor:


 


	(a)	the
    first of which shall be in the amount of two million United States dollars (US $2,000,000), payable on the Completion Date; and
	 	 
	(b)	the
    second of which shall be to the Escrow Agent in the amount of five hundred thousand United States dollars (US $500,000) payable on
    the Completion Date (the “Escrow Amount”).


 


For
avoidance of doubt, GTG acknowledges that its sole source of payment for any adjustment to the amount payable under Section 3.2(a) (including
adjustments contemplated by Sections 6.4, 6.6, 6.8, 8.2, 8.3 and 8.4) shall be the Escrow Funds in accordance with the Escrow Agreement.
The parties agree to address such adjustments and agree to them not later than thirty (30) days before the first anniversary of the Completion
Date.


 


	3.3	Issuing
    the Consideration Shares


 


The
time for issuing the Consideration Shares specified in paragraph (b) of Section 3.1 shall be on the Completion Date..


 


	3.4	Intentionally
    Omitted.
	 	 
	3.5	Conditions
    attaching to the Consideration Shares


 


The
Consideration Shares will be subject to a lock-up agreement for the first six (6) months following the Completion Date. All costs related
to the conversion of the GTG Ordinary Shares into ADRs, and the registration of the ADRs referenced herein, shall be borne by GTG.


 


Vendor
hereby represents and warrants as of the date hereof and as of the Completion Date to GTG as follows (unless as of a specific date therein,
in which case they shall be accurate as of such date):


 


	 	(a)	Understandings
    or Arrangements. Vendor is acquiring the Consideration Shares as principal for its own account and has no direct or indirect
    arrangement or understandings with any other persons to distribute or regarding the distribution of such Consideration Shares (this
    representation and warranty not limiting Vendor’s right to sell the Consideration Shares pursuant to a resale registration
    statement or otherwise in compliance with applicable federal and state securities laws).
	 	 	 
	 	(b)	Vendor Status.
    At the time Vendor was offered the Consideration Shares, it was, and as of the date hereof it is either: (i) an “accredited
    investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended (the
    “Securities Act”) or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities
    Act.
	 	 	 
	 	(c)	Experience of Vendor.
    Vendor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
    matters so as to be capable of evaluating the merits and risks of the prospective investment in the Consideration Shares, and has
    so evaluated the merits and risks of such investment. Vendor is able to bear the economic risk of an investment in the Consideration
    Shares and, at the present time, is able to afford a complete loss of such investment.
	 	 	 
	 	(d)	Access to Information.
    Vendor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto) and
    GTG’s SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive
    answers from, representatives of GTG concerning the terms and conditions of the offering of the Consideration Shares and the merits
    and risks of investing in the Consideration Shares; (ii) access to information about GTG and its financial condition, results of
    operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
    to obtain such additional information that GTG possesses or can acquire without unreasonable effort or expense that is necessary
    to make an informed investment decision with respect to the investment.


 




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The
Vendor agrees to the imprinting, so long as is required by applicable securities laws, of a legend on any of the Consideration Shares
in the form required by the depositary for the ADRs.


 


GTG
acknowledges and agrees that Vendor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Consideration Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, Vendor may transfer pledged
or secured Consideration Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of GTG
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no
notice shall be required of such pledge. At the Vendor’s expense, GTG will execute and deliver such reasonable documentation as
a pledgee or secured party of Consideration Shares may reasonably request in connection with a pledge or transfer of the Consideration
Shares.


 


GTG
shall cause its counsel to issue a legal opinion to the Transfer Agent or Vendor promptly after the effective date of such registration
statement if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by Vendor.


 


Vendor
agrees with GTG that Vendor will sell any Consideration Shares pursuant to either the registration requirements of the Securities Act,
including any applicable prospectus delivery requirements, or an exemption therefrom, and acknowledges that the removal of the restrictive
legend the applicable Consideration Shares as set forth in this Section 3.5 is predicated upon GTG’s reliance upon this understanding.


 


	3.6	No
    Further Payments


 


The
parties acknowledge and agree that, other than the amounts specified in this Section 3 (subject to adjustments contemplated under this
Agreement), GTG does not have any liability or obligation to pay the Vendor any amounts.


 


	3.7	Escrow
    Agreement


 


	(a)	At
    the Closing, GTG shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 3.2(b) and the Escrow Agreement. The Escrow
    Amount and any interest or earnings thereon (the “Escrow Funds”) shall be governed by the terms of the Escrow
    Agreement. The Escrow Funds shall be held in escrow until the first (1st) anniversary of the Completion Date to fund any
    adjustment pursuant to Sections 6.4, 6.6, 6.8, 8.2, 8.3 and 8.4 and any required indemnification payments of Vendor in accordance
    with Sections 11.2 and 12.1.
	 	 
	(b)	All
    parties hereto agree for all tax purposes: (i) the right of Vendor to the Escrow Funds shall be treated as deferred contingent purchase
    price; and (ii) GTG shall be treated as the owner of the Escrow Funds solely for tax purposes, and all interest and earnings earned
    from the investment and reinvestment of the Escrow Funds, or any portion thereof, shall be allocable to GTG. All parties hereto shall
    file all Tax Returns consistently with the foregoing.


 




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	4.	CONTRACTS


 


	4.1	Assignment,
    novation of the Contracts or New Contracts


 


	(a)	The
    Vendor assigns to GTG with effect on and from Completion the benefit of those Contracts in respect of which assignment by the Vendor
    is permitted without the consent of the other party to the Contract.
	 	 
	(b)	The
    Vendor and GTG must use reasonable endeavours to assign to GTG with effect on and from Completion the benefit of those Contracts
    in respect of which assignment by the Vendor is permitted only with the consent of the other party to the Contract.
	 	 
	(c)	To
    the extent that a Contract is not assigned to GTG on Completion, for a period after Completion ending on the earlier of the date
    that GTG enters into a replacement Contract with the other party to such Contract that was not assigned, and the first (1st)
    anniversary of the Completion Date, the Vendor shall hold its rights under such Contract for the benefit of GTG and must do whatever
    GTG reasonably requires at GTG’s expense to enable GTG to enjoy that benefit. GTG indemnifies and will keep indemnified the
    Vendor in respect of any claim the Vendor may be or become liable for in connection with or arising out of the Vendor complying with
    its obligations under this clause.
	 	 
	(d)	From
    Completion:


 


	 	(i)	GTG
    must comply with and perform all of the Vendor’s obligations; and
	 	 	 
	 	(ii)	the
    Vendor is released from all responsibilities and liabilities (other than in respect of any liability for breaches before Completion),


 


	 	in
    respect of all of the Contracts, whether or not they are assigned or novated to GTG on or before Completion.


 


	4.2	Breach
    after Completion


 


GTG
indemnifies the Vendor from and against all losses arising directly or indirectly from, or incurred in connection with, any breach of
any Contract by GTG after Completion, except to the extent caused or contributed to by the Vendor. In accordance with and subject to
the limitations set forth in Sections 11.2 and 12, the Vendor indemnifies GTG from and against all Losses arising from, or incurred in
connection with, any breach of any Contract of the Vendor before Completion.


 


	5.	CONDITION
    FOR COMPLETION


 


	5.1	Conditions
    Precedent to GTG’s Obligations


 


Completion
is conditional on and subject to each of the following conditions being fulfilled or being waived by GTG on or before the Completion
Date:


 


	(a)	Officers
    Certificate


 


GTG
shall have received from the Vendor a signed certificate of an officer of each of GGC, GGE, GGUK and GGA, certifying that the each of
those Companies’ board of directors and shareholders have resolved to enter into the transaction described in this Agreement.


 


	(b)	No
    Material Change in the Business


 


Since
the Effective Date, there shall have been no Material Adverse Effect and GTG shall have received from the Vendor a signed certificate
of an officer of each of GGC, GGE, GGUK and GGA, certifying to that effect.


 




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	(c)	No
    Breach of Warranty


 


There
will have been no breach of the Vendor’s Warranties except to the extent such breach would not have a Material Adverse Effect.


 


	(d)	Key
    Person


 


The
employment agreement entered into by and between GTG and the Key Person on the Effective Date concurrently with the execution and delivery
of this Agreement (the “Key Person Employment Agreement”) shall not have been terminated and shall be in full force
and effect on the Completion Date.


 


	(e)	Employees


 


At
least fifty percent (50%) of the Employees identified in Schedule 2 shall have accepted the offer of employment made by GTG in accordance
with Section 6.1 and signed their respective employment agreement with GTG.


 


	(f)	Contracts


 


GTG
will have become a party to five (5) of the nine (9) Contracts with agents, five (5) of the nine (9) Contracts with labs and each of
the leases identified on Schedule 1 as being required as a condition of Completion, whether by way of the Contracts respective counter-parties
agreeing to GTG becoming a party or by way of a fresh agreement being entered into between GTG and each of the Contracts’ respective
counter-parties.


 


	(g)	No
    Legal Proceedings


 


There
being no legal proceedings threatened or pending in relation to the Products or the Business which could reasonably be expected to restrict
or prohibit the transaction contemplated by this Agreement.


 


	(h)	Incorporating
    a GTG Subsidiary


 


Either
(i) GTG will have incorporated a Maltese company and opened a bank account for that Company, or (ii) Vendor shall have provided GTG with
reasonable access to and use of Vendor appropriate bank accounts for purposes of satisfying payroll obligations in respect of Transferring
Employees from and after Completion until such time as GTG will have incorporated a Maltese company and opened a bank account for that
Company.


 


	5.2	Conditions
    Precedent to Vendor’s Obligations



 


	(a)	GTG
    Warranties


 


The
Warranties of GTG set forth in Section 11.5 shall be true and correct in all material respects as of the Completion Date (except that
warranties that are made as of a specific date need be true and correct only as of such date and).


 


	(b)	GTG
    Covenants


 


GTG
shall have performed or caused to be performed in all material respects all obligations that are required to be performed by it on or
prior to the Completion Date.


 




    	-11-



     


    




 


	(c)	No
    Material Change in GTG


 


Since
the Effective Date, there shall have been no event, occurrence, fact, condition or change that is materially adverse to (a) the business,
results of operations, financial condition or assets of GTG, or (b) the ability of GTG to consummate the transactions contemplated hereby,
and and Vendor shall have received from GTG a signed certificate of an officer of GTG , certifying to that effect.


 


	(d)	Officer’s
    Certificates


 


Vendor
shall have received from GTG a signed certificate of an officer of GTG, certifying that GTG’s board of directors have resolved
to enter into the transaction described in this Agreement.


 


	(e)	Escrow
    Agreement and Registration Agreement


 


GTG
and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Escrow Agreement shall be in full force and effect.
GTG shall have executed and delivered the Registration Agreement and the Registration Agreement shall be in full force and effect.


 


	5.3	Reasonable
    endeavours


 


The
parties must use their respective reasonable endeavours to ensure that the conditions set out in clauses 5.1 and 5.2 are met as soon
as reasonably practicable and each party must keep the other informed of any circumstance which may result in any condition set out in
clause 5.1 not being satisfied.


 


	(a)	Waiver
    of conditions


 


The
Condition Precedents set out in Section 5.1 are for the benefit of GTG and may only be waived in writing by GTG. The Condition Precedents
set out in Section 5.2 are for the benefit of Vendor and may only be waived in writing by Vendor.


 


	(b)	Notification
    of satisfaction of Condition Precedents


 


GTG
must give the Vendor notice in writing within a reasonable time of GTG becoming aware of Condition Precedents being satisfied or the
Condition Precedents not being satisfied.


 


	5.4	Termination
    of Agreement


 


This
Agreement may be terminated, and the consummation of the transactions contemplated hereby may be abandoned, at any time prior to Completion
only as provided below:


 


	(a)	by
the mutual written consent of Vendor and GTG;
	 	 
	(b)	by
    either Vendor or GTG by written notice to the other if the Closing shall not have occurred on or before the date that is one hundred
    twenty (120) days after the date of this Agreement (the “Termination Date”); provided, however, that the right
    to terminate this Agreement under this Section 5.4(b) shall not be available to any party whose failure to comply with any provision
    of this Agreement has been the primary cause of, or primarily resulted in, the failure of Completion to occur on or before the Termination
    Date


 


In
the event of the valid termination of this Agreement pursuant to this Section 5.4, this Agreement shall forthwith become null and void
and have no effect, without any liability on the part of GTG or Vendor, and their respective directors, officers, employees, partners,
managers, Affiliates, direct or indirect equity holders, members or stockholders, and all rights and obligations of any party hereto
shall cease, except that (a) the agreements contained in this Article 5.4, Section 16, and Section 18 shall survive the termination of
this Agreement and (b) no such termination shall relieve any party hereto of any liability for damages resulting from any fraud by such
party of this Agreement prior to such termination.


 




    	-12-



     


    

 





	6.	EMPLOYEES


 


	6.1	Basis
    for Employment of the Employees


 


As
soon as reasonably practicable after the date of this Agreement but in any event not less than two (2) weeks before the Completion Date,
GTG must, or must cause its nominee to, offer to employ the Employees:


 


	(a)	with
    effect from and conditional on Completion;
	 	 
	(b)	unless
    otherwise agreed, on terms and conditions that no less favourable to the Employees than the terms on which they are employed at the
    time the offer is made;


 


The
Offers of Employment must remain open for acceptance for at least seven days after receipt.


 


	6.2	The
    Parties’ Cooperation in relation to Employment



 


	(a)	The
    parties must use all reasonable efforts to encourage the Employees to accept GTG’s offers of Employment.
	 	 
	(b)	As
    soon as the offers of Employment have all been accepted or refused, GTG must notify the Vendor accordingly, giving the names of the
    Transferring Employees.
	 	 
	(c)	Despite
    any other provision of this Agreement, Vendor, or its representative, will terminate the employment of all the Employees effective
    as at Completion.



 


	6.3	Vendor’s
    obligations to Transferring Employees


 


Subject
to Section 6.4, after Completion, the Vendor will be responsible for and must pay when due all remuneration and other Employee Entitlements,
that accrued before Completion.


 


	6.4	Adjustment
    Employee Entitlements


 


GTG
shall be entitled to deduct from the amount payable under Section 3.2 the amounts payable with respect to Employee Entitlements that
arose before the Completion Date and, in the case of personal leave other than annual leave, that arose before the Completion Date and
that a Transferring Employee used after the Completion Date.


 


	6.5	Employment
    of the Key Person


 


The
Key Person agrees, subject to the terms and conditions of the Key Person Employment Agreement, to be employed by GTG on a full time basis
from and after the Completion Date, as evidenced by the Key Person executing the Key Person Employment.


 


	6.6	Worker’s
    Compensation


 


In
relation to each Transferring Employee:


 


	(a)	the Vendor
    is responsible for and will indemnify, keep indemnified and hold harmless GTG in relation to any workers’ compensation claim
    lodged before or subsequent to the Completion Date where and to the extent that the claim is founded upon an event or circumstance
    alleged to have occurred during the claimant’s employment by the Vendor; and


 




    	-13-



     


    

 


	(b)	GTG is responsible
    for and will indemnify, keep indemnified and hold harmless the Vendor in relation to any workers’ compensation claim lodged
    by any Transferring Employee provided the claim is founded upon an event or circumstance alleged to have occurred during the claimant’s
    employment with GTG.


 


	6.7	GTG’s
    Covenant


 


After
the Completion Date, GTG will be solely responsible for all Transferring Employees and will keep the Vendor indemnified against all costs
and expenses relating to claims by Transferring Employees in relation to Employee Entitlements payable to such Employees, where the Employee
Entitlements arose after the Completion Date.


 


	6.8	Superannuation



 


	(a)	Obligation
    of Vendor


 


On
or before the close of business on the Completion Date, the Vendor will pay to the trustee or trustees of the superannuation fund or
funds maintained for the benefit of the Transferring Employees in accordance with applicable Law (“Vendor’s Superannuation
Fund”) all superannuation contributions which the Vendor is required to make as employer on behalf of the Transferring Employees
under any industrial award, agreement or legislation governing superannuation contributions for the period up to the Completion Date.


 


	(b)	Obligation
    of Purchaser


 


GTG
will, for the period on and from the Completion Date, make contributions for superannuation in respect of the Transferring Employees
as GTG is required to make under the provisions of any industrial award, agreement or legislation governing superannuation contributions.


 


	7.	ADJUSTMENTS


 


	7.1	Outgoings


 


The
Outgoings will be apportioned between the Vendor and GTG on the Completion Date and the amount due to either party will be paid on that
day. The Vendor will be liable for all Outgoings up to 11.59 p.m. on the day prior to the Completion Date and GTG will be liable for
all Outgoings on and after the Completion Date.


 


	7.2	Services


 


All
services connected to the Premises, including without limitation, electricity, gas and telephone services will be the Vendor’s
responsibility and must be paid by the Vendor up to 11.59 p.m. on the day prior to the Completion Date.


 


	8.	DEBTORS
    AND CREDITORS


 


	8.1	No
    Transfer


 


The
parties agree that the sale and purchase of the Business, Assets and Stock will not affect any transfer or assignment of any of the debtors
or creditors of the Business as at the Completion Date.


 




    	-14-



     


    




 


	8.2	Deferred
    Revenue


 


GTG
shall be entitled to reimbursement for Completion Deferred Revenue Costs.


 


	8.3	Debts


 


Subject
to Section 8.2:


 


	(a)	the
    Vendor remains entitled to collect all debts owing to it and liable for all the debts of the Business, as at the close of trading
    on the day before the Completion Date; and
	 	 
	(b)	GTG
    shall be entitled to collect all debts owing to it and liable for all the debts of the Business, after Completion Date.


 


	8.4	Monies
    received by GTG on Vendor’s behalf


 


	(a)	If
    after the Completion Date, GTG receives cash or other forms of payment made by debtors of the Business and due to the Vendor, it
    must hold such payment on trust for the Vendor.
	 	 
	(b)	If
    after the Completion Date, the Vendor receives cash or other forms of payment made by debtors of the Business and due to GTG, it
    must hold such payment on trust for GTG.
	 	 
	(c)	In
    the event that any amounts or payments are credited incorrectly into one of the parties’ bank accounts, then the relevant party
    who is holding such funds must immediately notify the other party and arrange a reconciliation and/or reimbursement of the relevant
    monies within five (5) Business Days.


 


	9.
    	COMPLETION


 


	9.1	Date,
    Place and Time of Completion


 


Completion
will take place at the office of GTG on the Completion Date at a time agreed between the parties in writing or in such other manner as
may be mutually agreed between the parties.


 


	9.2	Matters
    to be Attended to on the Completion Date


 


The
Vendor must, on or before the Completion Date:


 


	(a)	change
    the names of GGC, GGA, GGE and GGUK;
	 	 
	(b)	provide
    a list of all amounts outstanding and payable from clients of the Business to the Vendor;
	 	 
	(c)	provide
    a list of all amounts outstanding and payable from the Vendor to its suppliers;
	 	 
	(d)	give
    GTG possession of the Business, Assets and Stock, free of Encumbrances except for any Permitted Encumbrance;
	 	 
	(e)	give
    GTG possession of the Premises;
	 	 
	(f)	sign
    all documents and do all things necessary to apply for and transfer to GTG all Licences, permits, hiring, leasing and maintenance
    agreements and other registrations necessary to enable GTG to lawfully carry on the Business;


 




    	-15-



     


    




 


	(g)	arrange
    for all service meters (including telephones) to be read and assist GTG to transfer those services including (subject to the approval
    of any relevant authority) any telephone and/or facsimile lines used in the Business;
	 	 
	(h)	provide
    to GTG details of:



 


	 	(i)	the
    Vendor’s insurances related to the Business; and
	 	 	 
	 	(ii)	software
    licenses, including for access to accounting packages and systems;



 


	(i)	deliver
    to GTG all operational records relating to the Business, Premises (including the Lease), Assets, Stock, and all Employees re-employed
    by GTG which are necessary for the conduct of the Business (excluding those records which are confidential or which the Vendor must
    retain by law), including without limitation all customer lists, product promotional and descriptive literature, computer data relating
    to the Business, Assets and Stock and purchasing records;
	 	 
	(j)	deliver
    a duly executed assignment of the Vendor’s trademarks to GTG, in customary form and substance reasonable acceptable to the
    Vendor and GTG; and
	 	 
	(k)	do
    all other things reasonably necessary and required by GTG to put GTG into full possession of the Business, Assets, Stock and Premises
    and otherwise for the purpose of carrying out its obligations under this Agreement.


 


	9.3	Assignment
    of Intellectual Property


 


As
and from the Completion Date, the Vendor hereby assigns or transfers to GTG its entire right and title in and to all the Intellectual
Property.


 


	10.
    	POST
    COMPLETION OBLIGATIONS


 


	10.1	Non-Disparagement


 


Subject
to Completion occurring, the each party agrees that, from Completion, it will not disparage the other party, or the other party’s
related entities or any of their respective businesses or associated personnel (including officers, employees, agents and contractors)
or speak or write in terms which are likely to be injurious to the commercial, professional or personal standing of any of them or any
of their businesses or associated personnel; provided that each party may confer in confidence with their respective legal representatives
and make truthful statements as required by Law.


 


	10.2	Non-solicitation


 


During
the Term of this Agreement and for a period of twelve (12) months after its termination or expiry, each party agrees that it will not,
directly or indirectly: (i) solicit or recruit any personnel of the other party, for its own benefit or the benefit of any other person,
and (ii) encourage, suggest or facilitate any employees of the other party to leave his or her employment with the other party;. For
clarification, the restrictions set out in this Section 10.2 apply with respect of the Transferred Employees.


 


	10.3	Restrictive
    Covenant


 


	(a)	The
    Vendor covenant and agree that they will not after the Completion Date, without GTG’s prior written consent, for the periods
    of time specified in paragraph (d) of this Section 10.3 and within the regions specified in paragraph (e) of this Section 10.3, carry
    on or be involved in any capacity with any business that offers for sale or sells or markets genetic tests or otherwise identical
    or similar to the Business. The Vendor agree that this Section 10.3 will enure for the benefit of GTG and its legal personal representatives,
    assigns or transferees.


 




    	-16-



     


    




 


	(b)	This
    Section 10 is to be construed and to take effect as if it consisted of the number of separate provisions which are the result of
    combining each type of conduct referred to above with each of the regions specified in regions specified in paragraph (e) of this
    Section 10.3, and then relating each of those combinations to each of the periods of time specified in paragraph (d) of this Section
    10.3. If any of those separate provisions is unenforceable, illegal or void for any reason that provision shall be severed. Severance
    will not affect the validity or unenforceability of any of the other separate provisions.
	 	 
	(c)	The
    Vendor acknowledges that each of the separate provisions referred to above constitute a fair and reasonable restraint of trade.
	 	 
	(d)	Thirty
    six months
	 	Twenty
    four months
	 	twelve
    months; and
	 	six
    months.
	 	 
	(e)	The
    entire world;
	 	The
    Americas, Europe and Asia;
	 	The
    Americas and Europe; and
	 	The
    US and all European countries west of the Urals.


 


	11.
    	WARRANTIES


 


	11.1	Vendor’s
    warranties


 


The
Vendor:


 


	(a)	represents
    and warrants to GTG that each and every one of the Vendor Warranties are true, complete and accurate as at the Effective Date and
    immediately prior to Completion;
	 	 
	(b)	acknowledges
    that GTG is entering into this Agreement in reliance on each of the Vendor’s Warranties;
	 	 
	(c)	warrants
    that each warranty is given as at the date of this Agreement and will remain in full force and effect for twelve (12) months after
    the Completion Date; and
	 	 
	(d)	represents
    and warrants to GTG that, subject to Section 11.2, it shall be liable to make any payment (whether by way of an adjustment to the
    amount payable under Section 3.2(b) or otherwise) for any breach of any warranty.


 


	11.2	Indemnity
    for breach of Vendor Warranty
	 	 
	(a)	The
    Vendor shall indemnify GTG for all of GTG’s Losses arising out of or incurred in connection with any Vendor Warranty being
    untrue at the time it was given.
	 	 
	(b)	Notwithstanding
    anything to the contrary contained in this Agreement:


 


	 	(i)	The
    representations and warranties of Vendor contained in this Agreement or in any schedule, exhibit or certificate attached hereto or
    delivered pursuant to this Agreement shall survive the Completion until the first (1st) anniversary of the Completion
    Date (“Survival Period”). Vendor shall not be liable for any claim for indemnification under this Section 11.2
    unless GTG delivers to the Vendor a claim notice in accordance with Section 11.3 prior to the expiration of the Survival Period.
    Upon GTG delivering such a claim notice, the representation and/or warranty which is the subject of such claim notice shall survive
    until such claim is resolved, and irrespective of whether or not the amount of the Losses resulting from such breach has been finally
    determined at the time the notice is given.


 




    	-17-



     


    




 


	 	(ii)	Vendor
    shall not be liable for any claim for indemnification pursuant to this Section 11.2 unless and until the aggregate amount of Losses
    which may be recovered from Vendor equals or exceeds forty thousand dollars (US$40,000) (the “Deductible”), in
    which case Vendor shall be liable for the aggregate amount of Losses, up to the Cap;
	 	 	 
	 	(iii)	The
    maximum aggregate amount of Losses which may be recovered from Vendor pursuant to or relating to the transactions contemplated under
    this Agreement (including under Sections 6.4, 6.6, 6.8, 8.2, 8.3, 8.4, 11.2 and 12) shall be limited to the aggregate amount of the
    Escrow Funds (collectively, the “Cap”). The amount of any Losses for which indemnification is provided under this
    Agreement (including under Sections 6.4, 6.6, 6.8, 8.2, 8.3, 8.4, 11.2 and 12) shall be net of any insurance proceeds that GTG receives
    as an offset against such Losses.
	 	 	 
	 	(iv)	GTG
    shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after GTG becomes aware of any
    event which does, or could reasonably be expected to, give rise to any such Losses.
	 	 	 
	 	(v)	Notwithstanding
    anything in this Agreement, GTG shall not be entitled to indemnification in respect of any breach of any representation or warranty
    of Vendor if and to the extent GTG had actual knowledge of such breach prior to Completion.
	 	 	 
	 	(vi)	GTG
    acknowledges and agrees that the remedies provided for in this Section 11.2 and Section 12 shall be GTG’s sole and exclusive
    remedies for any breach of the representations and warranties or covenants contained in this Agreement or any claims relating to
    this Agreement, other documents, certificates or agreements delivered in connection with this Agreement, the Company or any Law or
    otherwise. Notwithstanding anything to the contrary set forth herein, GTG acknowledges that its sole source of payment for any Losses
    indemnifiable under this Agreement (including under Sections 6.4, 6.6, 6.8, 8.2, 8.3, 8.4, 11.2 and 12) shall be the Escrow Funds
    in accordance with the Escrow Agreement.


 


	11.3	Notice
    in advance of Payment for Warranty Claims


 


To
be entitled to receive payment under Section 11.2, GTG must deliver to the Vendor written notice setting out specific details of a warranty
claim and give the Vendor at least 14 days to respond. If a demand is made on GTG by a third party which may result in a claim by GTG
on the Vendor for breach of a warranty under this Agreement, GTG must delivery written notice to the Vendor to such effect immediately
on receipt and permit the Vendor to participate in responding to and resolving the demand.


 


	11.4	Intentionally
    Omitted
	 	 
	11.5	Warranties
    of GTG


 


GTG
represents and warrants to the Seller that as at the Effective Date and immediately prior to Completion, it:


 


	(a)	is
    properly incorporated and validly existing under the laws of its place of incorporation;
	 	 
	(b)	has
    full power and authority to enter into and perform its obligations under this Agreement;


 




    	-18-



     


    

 


	(c)	has
    obtained all necessary approvals, consents and Authorisations to enter into and perform its obligations under this Agreement;
	 	 
	(d)	is
    not entering into this Agreement as trustee of any trust; and
	 	 
	(e)	there
    are no actions, suits, claims, investigations or other legal proceedings pending or, to GTG’s knowledge, threatened against
    or by GTG or any affiliate of GTG that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this
    Agreement.


 


The
execution, delivery and performance by GTG of this Agreement, and the consummation of the transactions contemplated hereby, do not and
will not (a) result in a violation or breach of its formation and organizational documents, (b) result in a violation or breach of any
Law applicable to GTG, or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or
breach of, constitute a default under or result in the acceleration of any agreement to which GTG is a party, except in the cases of
clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material
adverse effect on GTG’s ability to consummate the transactions contemplated hereby. No consent, approval, permit, governmental
order, declaration or filing with, or notice to, any Government Agency is required by or with respect to GTG in connection with the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for filings or notices which would
not have a material adverse effect on GTG’s ability to consummate the transactions contemplated hereby.


 


On
the Completion Date GTG will have sufficient funds available to consummate the transactions contemplated hereby, including, to purchase
the Assets and to pay the cash purchase price contemplated by Section 3.1. GTG acknowledges and agrees that its performance of its obligations
under this Agreement is not in any way contingent upon the availability of financing to GTG. Immediately after giving effect to the transaction
contemplated hereby and the incurrence of any indebtedness in connection therewith, the assets of the GTG will exceed its liabilities.
In connection with the consummation of the transaction contemplated hereby and the incurrence of any indebtedness in connection therewith,
GTG does not intend that the it would incur, and does not believe that it will incur, debts beyond its ability to pay as such debts mature.


 


GTG
has timely filed with or furnished to, as applicable, the ASX and United States Securities and Exchange Commission (the “SEC”)
all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other
information incorporated by reference) required to be filed or furnished by it with the ASX and SEC since January 1, 2020 (the “GTG
Filed Documents”). True, correct, and complete copies of all the GTG Filed Documents are publicly available on EDGAR. As of
their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last
such amendment or superseding filing (and, in the case of registration statements, on the dates of effectiveness), each of the GTG Filed
Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act, and the rules and regulations of the SEC thereunder applicable
to such GTG Filed Documents. None of the GTG Filed Documents, including any financial statements, schedules, or exhibits included or
incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date
hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. To the Knowledge of GTG, none of the GTG Filed Documents is the subject of ongoing ASX or
SEC review or outstanding ASX or SEC investigation and there are no outstanding or unresolved comments received from the ASX or the SEC
with respect to any of the GTG Filed Documents.


 




    	-19-



     


    




 


A
true and correct description of the authorized capital stock of GTG consists is set forth in the GTG Filed Documents. The capital stock
described in the GTG Filed Documents constitutes all the issued and outstanding equity interests of the GTG. Except as described in the
GTG Filed Documents, no shares of capital stock or other equity interests of the GTG are issued, reserved for issuance or outstanding.
Except as described in the GTG Filed Documents, GTG is not a party to any outstanding or authorized option, warrant, right (including
any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other
commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in GTG or any of its Subsidiaries,
pursuant to which GTG is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of capital
stock of or other equity or voting interests in, GTG or any securities convertible into, exchangeable for, or evidencing the right to
subscribe for or acquire, any shares of the capital stock of or other equity or voting interests in the Company. Except as described
in the GTG Filed Documents, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar
rights with respect to the capital stock of, or other equity or voting interests in, GTG.


 


	11.6	Indemnity
    for breach of GTG Warranty
	 	 
	(c)	GTG
    shall indemnify the Vendor for all of the Vendor’s Losses arising out of or incurred in connection with any GTG Warranty being
    untrue at the time it was given.
	 	 
	(d)	Notwithstanding
    anything to the contrary contained in this Agreement:


 


	 	(vii)	The
    representations and warranties of GTG contained in this Agreement or in any schedule, exhibit or certificate attached hereto or delivered
    pursuant to this Agreement shall survive the Completion only until the expiration of the Survival Period. GTG shall not be liable
    for any claim for indemnification under this Section 11.6 unless the Vendor delivers to GTG a claim notice prior to the expiration
    of the Survival Period. Upon the Vendor delivering such a claim notice, the representation and/or warranty which is the subject of
    such claim notice shall survive until such claim is resolved, and irrespective of whether or not the amount of the Losses resulting
    from such breach has been finally determined at the time the notice is given.
	 	 	 
	 	(viii)	GTG
    shall not be liable for any claim for indemnification pursuant to this Section 11.2 unless and until the aggregate amount of Losses
    which may be recovered from GTG equals or exceeds the Deductible, in which case GTG shall be liable for the aggregate amount of Losses,
    up to the GTG Cap;
	 	 	 
	 	(ix)	The
    maximum aggregate amount of Losses which may be recovered from GTG pursuant to or relating to the transactions contemplated under
    this Agreement (including under this Section 11.6 and Section 12) shall be limited to the aggregate amount of $500,000 (collectively,
    the “GTG Cap”). The amount of any Losses for which indemnification is provided by GTG under this Agreement by
    GTG (including under this Section 11.5 and Section 12) shall be net of any insurance proceeds that the Vendor receives as an offset
    against such Losses.
	 	 	 
	 	(x)	The
    Vendor shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after the Vendor becomes
    aware of any event which does, or could reasonably be expected to, give rise to any such Losses.
	 	 	 
	 	(xi)	Notwithstanding
    anything in this Agreement, the Vendor shall not be entitled to indemnification in respect of any breach of any representation or
    warranty of GTG if and to the extent the Vendor had actual knowledge of such breach prior to Completion.


 




    	-20-



     


    




 


	12.
    	INDEMNITIES


 


	12.1	Indemnity
    by Vendor
	 	 
	(a)	In
    addition to the indemnification obligations set forth in Section 11.2, the Vendor indemnifies GTG against all Losses arising from
    claims by third parties against GTG arising out of:


 


	 	(i)	the ownership
    or operation of the Business, Assets or Stock or occupation of the Premises before the Completion Date;
	 	 	 
	 	(ii)	the employment or termination
    of employment of any employees, directors, secretaries or other officers of the Vendor before the Completion Date; or
	 	 	 
	 	 	 
	 	(iii)	any Encumbrances (other
    than Permitted Encumbrances) created or incurred or in relation to any of the Assets or Stock before the Completion Date;
	 	 	 
	 	(iv)	any misrepresentation,
    breach of the Vendor’s Warranties or breach of or non-compliance with any of the provisions of this Agreement by the Vendor;
    and
	 	 	 
	 	(v)	any and all Claims made
    by third parties against GTG with respect to matters arising before the Completion Date; and


 


	(b)	the
    Vendor’s liability to indemnify GTG under this Section 12.1 shall be reduced proportionally to the extent that GTG directly
    contributed to the loss.


 


	12.2	Indemnity
    by GTG


 


GTG
indemnifies the Vendor against all claims by third parties against, suffered or incurred by the Vendor arising out of:


 


	(a)	the
    ownership or operation of the Business, Assets or Stock or occupation of the Premises after the Completion Date;
	 	 
	(b)	the
    employment or termination of employment of any of the Transferring Employees on or after the Completion Date;
	 	 
	(c)	the
    failure by GTG to pay or otherwise perform or discharge any of the responsibilities, liabilities and obligations under this Agreement;
	 	 
	(d)	any
    Encumbrances created or incurred on or in relation to any of the Assets or Stock after the Completion Date;
	 	 
	(e)	any
    losses, Claims, actions, liabilities, damages and other expenses against, suffered or incurred by Vendor arising out of any misrepresentation,
    breach of GTG’s warranties or breach of or non-compliance with any of the provisions of this Agreement by the GTG.


 


GTG’s
liability to indemnify the Vendor under this Section 12.2 shall be: (i) capped at GTG Cap which shall be in addition to the amounts payable
by GTG under Section 3 and notwithstanding anything to the contrary hereunder, GTG shall not be liable to pay the Vendor any amount in
excess of the GTG Cap, and (ii) reduced proportionally to the extent that the Vendor directly contributed to the loss.


 


	13.
    	DEFAULT


 


	13.1	Payment
    of Purchase Price


 


If
GTG defaults in payment of all or part of the amounts payable under Section 3 and the default continues for more than 30 days after notice
in writing specifying the default has been served on GTG, then notwithstanding anything contained in this Agreement and without prejudice
to any other rights of the Vendor, the whole of the amount payable under Section 3 and any other money due under this Agreement will
at the option of the Vendor become immediately due and payable.


 




    	-21-



     


    




 


	13.2	Notice
    of Default


 


Time
will be of the essence of this Agreement. However, without prejudice to the provisions of Clause 13.3 if either party defaults under
this Agreement, the other party will not be entitled to exercise any of their rights arising out of the default (including the right
to sue for money owing) until the party in default has been served with a written notice specifying:


 


	(a)	the
    default; and
	 	 
	(b)	the
    intention to exercise their rights unless the default is remedied and the reasonable legal costs occasioned by the default and any
    money payable under Clause 13.3 are paid within 7 days of service of the notice (except where other time frames are expressly specified
    in this Agreement),


 


and
the party in default fails to comply with the notice.


 


	13.3	Interest


 


If
the Vendor or GTG breaches this Agreement, the party in default must, without prejudice to any of the rights of the other party, pay
on demand:


 


	(a)	all
    reasonable expenses, including legal costs on a solicitor own client basis, incurred by the other party as a result of the breach;
    and
	 	 
	(b)	interest
    on any money overdue during the period of default at the rate of five percent (5%) p.a. calculated on the outstanding amount applicable
    to the period commencing from the date on which payment becomes due and expiring on the date when payment is made.


 


For
the avoidance of doubt, interest will be calculated on any outstanding monies from the due date such sum was due rather than the default
date following a written Notice of Default.


 


	14.
    	DISPUTE


 


	14.1	Parties
    to Negotiate
	 	 
	(a)	A
    party to this Agreement may not commence legal proceedings, except proceedings seeking urgent interlocutory relief, in respect of
    any disputes in relation to this Agreement, without first complying with the dispute resolution procedures in this clause 14.
	 	 
	(b)	If
    a dispute arises between the parties, then the parties undertake in good faith to use all reasonable endeavours to settle the dispute
    by negotiation.
	 	 
	(c)	Any
    Party shall, not later than twenty eight (28) days after the dispute has arisen, submit the matter at issue in writing to the other
    Party specifying with detailed particulars of the matters in issue (the “notice”).
	 	 
	(d)	Upon
    receipt of the notice the parties shall each nominate a person who has express authority to settle the dispute. The persons nominated
    shall meet (the meeting) within ten (10) days of receipt of the notice and attempt to resolve the dispute.


 




    	-22-



     


    




 


	(e)	If
    the parties are unable to resolve the dispute or agree on the method to be used to resolve the dispute by following the process described
    in paragraph (d) above, they must refer the dispute to mediation.
	 	 
	(f)	If
    the parties cannot agree on a mediator within seven (7) days of the receipt of the date of the meeting described in paragraph (d)
    above, either party may request the Australian Disputes Centre to appoint a mediator and must copy the other party on such request.
    Within fourteen (14) days of such request, the parties must submit to a mediation.
	 	 
	(g)	Mediation
    shall take place at a time and place in Melbourne Australia agreed between the parties. If the parties are unable to agree, the mediator
    shall nominate the time and place of the mediation. Any mediation must be conducted in Melbourne, Australia.
	 	 
	(h)	The
    Parties acknowledge that all aspects of the meeting except the fact of the occurrence shall be confidential, and without prejudice
    to any subsequent proceedings.
	 	 
	(i)	Where
    the Parties are unable to resolve the dispute, then, within fourteen (14) days, either Party may refer the dispute to arbitration
    as set out in this Clause 14, and, thereafter, if resolution by that means is not achieved then by the commencement of court proceedings.


 


	15.
    	PENDING
    COMPLETION


 


	15.1	Restrictions


 


Pending
Completion the Vendor must not:


 


	(a)	dispose
    of any Assets, other than the sale of Stock in the ordinary course of business;
	 	 
	(b)	acquire
    any Assets, other than the purchase of Stock in the ordinary course of business; or
	 	 
	(c)	do,
    or omit to do, or allow to happen, anything which would make any warranty false, misleading or incorrect in any material respect
    when made or considered to be made under this Agreement.
	 	 
	15.2	Conduct
    of Business Prior to Completion


 


Pending
Completion the Vendor must:


 


	(a)	conduct
    the Business in the ordinary course of business consistent with past practice;
	 	 
	(b)	maintain
    all existing insurance policies over the Business, Assets and Stock and ensure that those insurances are adequate and if there is
    no insurance effect adequate insurance over the Business, Assets and Stock of an insurable nature;
	 	 
	(c)	consult
    with and keep GTG informed in relation to material decisions about the Business and its management;
	 	 
	(d)	maintain
    and protect the Business, Assets and Stock, including without limitation, fully and punctually comply with all orders, notices and
    requirements of any authority having jurisdiction over the Business, Assets, Stock and the Premises;
	 	 
	(e)	not
    allow any new Encumbrance to be placed on the Business, Assets or Stock without GTG’s prior written consent;


 




    	-23-



     


    




 


	(f)	use
    its best endeavours to preserve the Goodwill of the Business; and
	 	 
	(g)	comply
    with all the Vendor’s obligations under the Lease.


 


	16.	CONFIDENTIALITY
	 	 
	16.1	Obligation
    of Confidentiality


 


Subject
to Clause 16.2, GTG must:


 


	(a)	keep
    the Confidential Information confidential;
	 	 
	(b)	not
    disclose the Confidential Information to persons other than its agents, employees, solicitors, accountants or advisers.


 


Vendor
must keep the Confidential Information confidential and not disclose it to any third party for any purpose. Vendor’s obligation
of confidentiality, shall expire upon the Confidential Information entering the public domain through no fault of the Vendor or any of
its directors, officers, employees or contractors.


 


	16.2	Termination
    of Obligations


 


GTG’s
obligations under Clause 16.1 terminate on:


 


	(a)	the
    Confidential Information becoming publicly available other than directly or indirectly through GTG or any of GTG’s agents,
    employees, solicitors, accountants or advisers; or
	 	 
	(b)	on
    Completion.


 


	16.3	Return
    of Confidential Information


 


If
Completion fails to take place GTG must immediately return to the Vendor any Confidential Information in the possession of GTG or any
of GTG’s agents, employees, solicitors, accountants or advisers.


 


	17.	RELEASE
    OF SECURITY INTEREST1
	 	 
	17.1	Assets
    Subject to a Security Interest


 


This
clause 17 applies if any part of the Assets is subject to a security interest to which the Personal Property Securities Act 2009 (Cth)
(PPSA) applies.


 


	17.2	Vendor
    to provide Release


 


Subject
to clause 17.4, the Vendor must ensure that at or before Completion, GTG receives:


 


	(a)	a
    release from the secured party releasing the security interest in respect of the Assets; or
	 	 
	(b)	a
    statement in writing in accordance with section 275(1)(b) of the PPSA setting out that the amount or obligation that is secured is
    nil at the due date for settlement; or



 





 



1 Note
to Draft: Required lien releases to be discussed.






 



    	-24-



     


    

 


	(c)	a
    written approval or correction in accordance with section 275(1)(c) of the PPSA indicating that, on the due date for Completion,
    the personal property included in this agreement is not or will not be property in which the security interest is granted,


 


if
the security interest is registered in the Personal Properties Securities Register.


 


	17.3	Property
    Sold in the Ordinary Course of Business


 


The
Vendor is not obliged to ensure that GTG receives a release, statement, approval or correction in respect of any personal property that
is sold in the ordinary course of the Vendor’s business of selling personal property of that kind unless, in the case of goods
that may or must be described by a serial number in the Personal Properties Securities Register, GTG advises the Vendor at least 21 days
before the due date for Completion that the goods are to be held as inventory.


 


	17.4	No
    Release in Certain Circumstances


 


The
Vendor is not obliged to ensure that GTG receives a release, statement, approval or correction in respect of any personal property that:


 


	(a)	is
    not described by serial number in the Personal Property Securities Register;
	 	 
	(b)	is
    predominantly used for personal, domestic or household purposes; and
	 	 
	(c)	has
    a market value of not more than $5,000 or, if a greater amount has been prescribed for the purposes of section 47(1) of the PPSA,
    not more than that prescribed amount.
	 	 
	17.5	Release
    to be in Writing


 


For
the purposes of a release under special condition 17.2(a), a release must be in writing. The release must be effective in releasing the
goods from the security interest and be in a form which allows GTG to take title to the goods free of that security interest.


 


	17.6	GTG
    to Provide Vendor Release in Certain Circumstances


 


If
GTG receives a release under special condition 17.2(a), GTG must provide the Vendor with a copy of the release at or as soon as practicable
after settlement.


 


	17.7	Undertaking
    to Register a Finance Statement


 


In
addition to ensuring a release is received under this clause 17, the Vendor must ensure that at or before Completion, GTG receives a
written undertaking from a secured party to register a financing change statement to reflect that release if the property being released
includes goods of a kind that are described by serial number in the Personal Property Securities Register.


 


	17.8	Interpretation


 


Words
and phrases used in this clause which are defined the PPSA have the same meaning in this clause 17.


 




    	-25-



     


    

 





	18.	MISCELLANEOUS
	 	 
	18.1	Entire
    Agreement


 


This
Agreement constitutes the entire agreement between the Vendor and Purchaser and no representations, warranties, guarantees or other terms
or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of this Agreement will be
of any force or effect unless contained in this Agreement.


 


	18.2	Announcements


 


The
parties intend to issue a mutually agreed joint press release or other similar public communications regarding this Agreement on the
Effective Date. Otherwise, neither party shall make any public statement, concerning the terms of, or events related to, this Agreement,
except where such statement (a) is required by Law or legal proceedings, including as required by securities regulators, (b) is required
to be contained in such party’s financial statements, or (c) has been announced previously in a manner mutually agreed to in writing
by the parties. In the case of any public statement that is required by Law or legal proceedings, each party shall (i) use commercially
reasonable efforts to obtain confidential treatment of financial and trade secret information, and (ii) if reasonably practicable under
the circumstances, give the other party sufficient advance notice of the text so that such other party will have the opportunity to comment
upon the statement, and give due consideration to any such comments in the final statement.


 


	18.3	Amendment
    and Waiver


 


This
Agreement may not be modified or amended except by instrument in writing signed by all the parties to this Agreement. No waiver of any
breach of any term of this Agreement (including this sub-clause) will be effective unless in writing signed by the party or parties having
the right to enforce such breach and no such waiver shall be construed as a waiver of any continuing or subsequent breach.


 


	18.4	Notices


 


Any
demand, notice or document to be made or given under this Agreement:


 


	(a)	must
    be in writing;
	 	 
	(b)	may
    be made or given by the solicitor for a party; and
	 	 
	(c)	will
    be sufficiently served if delivered personally or sent by prepaid post or email transmission addressed to the party to be served
    at their address shown in this Agreement or to their solicitor or if served in any other manner authorised by the Victorian Supreme
    Court Rules for service of documents on parties or their solicitors.


 


	18.5	Assignment


 


Neither
party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party,
except that a party may make such an assignment or transfer without the other party’s written consent to (a) any of its Affiliates,
or (b) any third party in connection with (i) the acquisition of a party by or merger or consolidation of such party with another entity
or (ii) a merger, consolidation, sale of stock, sale of all or substantially all of such party’s assets or other similar transaction
in which such Third Party becomes the owner of all or substantially all of the business and assets of such party. Any permitted successor
or assignee of rights or obligations hereunder shall expressly assume the performance of such rights or obligations. In the event of
an assignment or transfer as permitted above in this Section 18.5 to an Affiliate of the assigning party, the assigning party shall remain
responsible (jointly and severally) with such Affiliate for such assigned or transferred obligations. Any assignment or transfer, or
attempted assignment or transfer, by either party in violation of the terms of this Section 18.5 shall be null and void and of
no legal effect. This Agreement shall be binding on, and inure to the benefit of, each party, its successors and permitted assigns.


 




    	-26-



     


    




 


	18.6	Costs


 


Each
party must pay its own costs (including legal fees and accountant or other consultant fees) in relation to the negotiation, preparation
and execution of this Agreement.


 


	18.7	Counterparts


 


This
Agreement may be executed in two or more counterparts, each of which will be considered to be an original, but all of which together
will constitute one and the same instrument.


 


	18.8	Non-Merger


 


Any
provision of this Agreement remaining to be performed or capable of having effect after the Completion Date remains in full force and
effect.


 


	18.9	Governing
    Law


 


This
Agreement is governed by and is to be construed in accordance with the Laws of the Commonwealth of Australia and the State of Victoria
and the Parties submit to the exclusive jurisdiction of the courts of Commonwealth of Australia and the State of Victoria.


 


	18.10	Severance


 


The
provisions of this Agreement will be separate and severable from each other to the extent that if any provision or provisions are considered
to be inoperative then the remaining provision or provisions will be binding on and enforceable by the parties.


 


	18.11	Sample
    Adjustment calculation


 


Exhibit
C sets for a sample calculation of the adjustments contemplated by Sections 6, 7 and 8, assuming for purposes of such calculations that
the Completion took place on June 30, 2021 (the “Sample Adjustment Calculation”). The adjustments contemplated by
Sections 6, 7 and 8 shall be calculated in accordance with the accounting methods, policies, principles, practices, procedures, classifications
or estimation methodologies set forth in the Sample Adjustment Calculation.


 




    	-27-



     


    

 


Schedule
7 


 


VENDOR’S
WARRANTIES


 


	1.	Power
    and Authority


 


	 	(a)	The
    Vendor has the power to enter into and perform this Agreement and has obtained all necessary consents to enable it to do so.
	 	 	 
	 	(b)	The
    entry into and performance of this Agreement by the Vendor does not constitute a breach of any obligation (including but not limited
    to any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Vendor is bound.


 


	2.	Solvency


 


The
Vendor is not:


 


	 	(a)	wound
    up, no resolution for its winding up has been passed and no meeting of members or creditors has been convened for that purpose;
	 	 	 
	 	(b)	the
    subject of a winding up application which has been made to a court, and no event has occurred which would entitle any person to apply
    to a court to wind it up;
	 	 	 
	 	(c)	a
    party to a composition or arrangement with any of its creditors;
	 	 	 
	 	(d)	the
    recipient of a demand under section 459E of Corporations Act 2001;
	 	 	 
	 	(e)	in
    receivership and none of its assets is in the possession of or under the control of a mortgagee or chargee;
	 	 	 
	 	(f)	the
    subject of a liquidation; or
	 	 	 
	 	(g)	insolvent.


 


	3.	Accounts


 


The
audited accounts disclosed by the Vendor to GTG before the Effective Date, exhibit a true and fair view in all material respects of the
financial position and affairs of the Business including the income, expenses and operational results for each of the three (3) financial
years preceding the date of this Agreement, are true and accurate to a material extent.


 


Between
1 January 2020 and the date of this Agreement:


 


	 	(a)	the
    Business has been carried on, in all material respects, in the normal course, in a proper and efficient manner and without interruption
    and there have not been any significant change to the nature or scale of any activity comprised in the Business; and
	 	 	 
	 	(b)	there
    has been no material change to the remuneration and other benefits (including any bonus scheme) payable to or conferred on an employee
    of the Vendor nor any proposal or agreement to do so.


 




    	-28-



     


    

 





	4.	Business
    and Assets
	 	 	 
	 	(a)	There
    is no pending, or to Vendor’s Knowledge threatened, product recall by any authorised regulator in respect of the Products,
    nor is the Vendor aware of any circumstances that could reasonably give rise to a Product recall.
	 	 	 
	 	(b)	There
    are no manufacturing or supply issues in respect to any of the Products which could reasonably be expected to result in Material
    Adverse Effect
	 	 	 
	 	(c)	The
    Vendor is the legal and beneficial owner of the Assets. There are no Encumbrances by a bank or other financial institution or any
    other third party over or affecting any of the Assets.
	 	 	 
	 	(d)	The
    Vendor does not have any outstanding loans.
	 	 	 
	 	(e)	The
    Vendor does not have any secured creditors.
	 	 	 
	 	(f)	The
    Vendor has paid all its debts that arose before the Effective Date and will pay all its debts that arise before the Completion Date.
	 	 	 
	 	(g)	The
    Vendor is not in default of any tax liability to any tax authority anywhere in the world.
	 	 	 
	 	(h)	The
    Business is conducted in accordance with all applicable laws and the conduct of the Business by the Vendor does not contravene any
    laws.
	 	 	 
	 	(i)	All
    licences and registrations which are necessary for the conduct of the Business have been obtained and are valid and subsisting. All
    conditions which apply to any such licence have been complied with in all material respects. None of such licences has been breached
    by the Vendor or, so far as the Vendor is aware, is likely to be suspended, cancelled, refused, materially altered, not renewed,
    or revoked.
	 	 	 
	5.	Plant
    and Equipment
	 	 	 
	 	(a)	Each
    item of Plant and Equipment and Leased Plant and Equipment is in satisfactory 
	 	 	working
    condition and capable of doing the work for which it is designed.
	 	 	 
	 	(b)	Each
    item of Plant and Equipment is in the physical possession of the Vendor.
	 	 	 
	6.	Stock
	 	 	 
	 	 	All
    the Stock is in the physical possession of the Vendor or under the control of the Vendor or is in transit to the Vendor.
	 	 	 
	7.	Intellectual
    Property Rights
	 	 	 
	 	(a)	The
    Vendor owns all right, title and interest, in and to the Trade Marks and all other Intellectual Property Rights used in the Business.
	 	 	 
	 	(b)	The
    Vendor has not licensed any of the Intellectual Property Rights and has not assigned or in any way disposed of any right, title or
    interest in the Intellectual Property Rights.
	 	 	 
	 	(c)	The
    Vendor has not received any information and is not aware of any fact or circumstance that would indicate that a third party has any
    right in or to the Trade Marks or any of them.


 




    	-29-



     


    

 





	8.	Leased
    Premises
	 	 	 
	 	(a)	The
    Vendor has exclusive occupation of the Premises.
	 	 	 
	 	(b)	The
    Vendor has properly performed and observed all material covenants affecting the Premises. The Vendor’s use of the Premises
    does not constitute a breach of the Lease or any applicable Law.
	 	 	 
	9.	Contracts
	 	 	 
	 	Each
    of the Contracts of a material nature is valid, binding and enforceable against the Vendor, and to the Vendor’s knowledge,
    the other parties thereto and the Vendor is not in breach of, or in default under, any such Contract.
	 	 	 
	10.	Litigation
	 	 
	 	(a)	The
    Vendor is not involved in any litigation or arbitration proceedings relating to the Business, except for the litigation described
    in Section 5.1(a)(ii)
	 	 	 
	 	(b)	To
    the Vendor’s knowledge, there are no threatened disputes against the Vendor from, and the Vendor does not know of any circumstances
    that may give rise to a claim or dispute or grievance that, an employee, customer of the Business or supplier to the Business has
    or may have against the Business or the Vendor or any director of the Vendor.
	 	 	 
	 	(c)	Neither
    the Vendor nor any of the Employees is involved, in any pending litigation, arbitration, administrative or governmental investigation
    or criminal prosecution and there are no facts likely to give rise to a proceeding of this type.
	 	 	 
	1.1	Insurance
	 	 	 
	 	(a)	All
    risks, whether in relation to damage to property (including the Assets), personal injury, product liability or otherwise are adequately
    insured for amounts which would be maintained in accordance with prudent business practice, and with a reputable and properly authorised
    or licensed insurer.
	 	 	 
	 	(b)	The
    Vendor does not know of any circumstances that would give rise to a claim for insurance under any of the insurance policies owned
    by the Vendor.
	 	 	 
	1.2	Superannuation
	 	 	 
	 	The
    Vendor has duly complied in all material respects with all of its obligations under the applicable legislation relating to superannuation
    and all amounts due to be paid pursuant to such have been paid when due.
	 	 	 
	1.3	Employees
	 	 	 
	 	(a)	The
    vendor is not in arrears with respect to any amount payable by it or owing to an employee.
	 	 	 
	 	(b)	The
    Vendor is not aware of any Employee wanting to leave employment with the Vendor.
	 	 	 
	1.4	Security
    Interests
	 	 	 
	 	There
    are no Encumbrances (other than Permitted Encumbrances) affecting the Assets.


 




    	-30-



     


    

 


EXECUTED
BY THE PARTIES:


 


	GENETIC
    TECHNOLOGIES LIMITED	 
	 	 	 
	By:
    	/s/
    Simon Morriss	 
	Name:
    	Simon
    Morriss	 
	Position:
    	Chief
    Executive Officer	 
	 	 	 
	GENERAL
    GENETICS CORPORATION	 
	 	 	 
	By:
    	/s/
    Inder Tallur	 
	Name:
    	Inder
    Tallur	 
	Position:
    	President	 
	 	 	 
	GENERAL
    GENETICS EUROPE LIMITED	 
	 	 	 
	By:
    	/s/
    Inder Tallur	 
	Name:
    	Inder
    Tallur	 
	Position:
    	President	 
	 	 	 
	GENERAL
    GENETICS LIMITED UK	 
	 	 	 
	By:
    	/s/
    Inder Tallur	 
	Name:
    	Inder
    Tallur	 
	Position:
    	President	 
	 	 	 
	THE GENETIC TEST LABORATORIES AUSTRALIA PTY LIMITED
	 	 	 
	By:
    	/s/
    Inder Tallur	 
	Name:
    	Inder
    Tallur	 
	Position:
    	President	 
	 	 	 
	Kevin Camilleri	 
	Signature:
    	/s/
    Kevin Camilleri