Exhibit 10.2





 





 


Execution Version


 








March 29, 2020


 


STRICTLY CONFIDENTIAL


 


Genetic Technologies Limited


60-66 Hanover Street


Fitzroy, Victoria, 3065


Australia


 


Attn: Dr. Jerzy Muchnicki, Interim Chief Executive
Officer


 


Dear Dr. Muchnicki,


 


This letter agreement
(this “Agreement”) constitutes the agreement between Genetic Technologies Limited (the “Company”)
and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent,
advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”)
other than in Australia and New Zealand during the Term (as hereinafter defined) of this Agreement. For the avoidance of doubt,
an Offering, shall exclude the Company’s existing ATM and its equity facility capital line (or any replacement thereof).


 


The terms of each Offering
and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein
implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall
have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject
to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate
under the circumstances and to the receipt of all internal approvals of Wainwright in connection with the transaction. The Company
expressly acknowledges and agrees that Wainwright’s involvement in an Offering is strictly on a reasonable best efforts basis
and that the consummation of an Offering will be subject to, among other things, market conditions. The execution of this Agreement
does not constitute a commitment by Wainwright to purchase the Securities and does not ensure a successful Offering of the Securities
or the success of Wainwright with respect to securing any other financing on behalf of the Company. Wainwright may retain other
brokers, dealers, agents or underwriters on its behalf in connection with an Offering.


 


A.            Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright
as follows:


 


		1.	Cash Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering
an underwriter discount, equal to 7.5% of the aggregate gross proceeds raised in each Offering (“Cash Fee”).
For the avoidance of doubt, Wainwright shall not be entitled to a Cash Fee with respect to any gross proceeds raised in the Offering
from investors who are domiciled or reside in Australia and New Zealand (the “Australian Investors”).



 


430 Park Avenue | New York,
New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC


 






    


     


    

 














		2.	Warrant Coverage. The Company shall issue to Wainwright or its designees at each Closing,
warrants (the “Wainwright Warrants”) to purchase that number of shares of common stock of the Company equal
to 6.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (other
than securities placed to Australian Investors) (and if an Offering includes a “greenshoe” or “additional investment”
component, such number of shares of common stock underlying such “greenshoe” or “additional investment”
component, with the Wainwright Warrants issuable upon the exercise of such component). If the Securities included in an Offering
are convertible, the Wainwright Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering
Price (as defined hereunder). The Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have a
term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the
applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is
commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wainwright
Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Wainwright
Warrants shall have an exercise price equal to 125% of the Offering Price.



 


		3.	Expense Allowance. Out of the proceeds of each applicable Closing, the Company also agrees
to pay Wainwright (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering (other than any gross proceeds
raised from Australian Investors); (b) $25,000 for non-accountable expenses); (c) up to $50,000 for reasonable fees and
expenses of external legal counsel and other reasonable out-of-pocket expenses; provided, however, that the expenses enumerated
in clauses (a) and (b) may be reduced to the extent, and only to the extent, the Company is required to pay a termination
fee to another U.S. investment bank, up to an aggregate amount of $50,000; plus the additional amount payable by the Company pursuant
to Paragraph D.3 hereunder and, if applicable and agreed in writing by the Company in advance, the costs associated with the use
of a third-party electronic road show service (such as NetRoadshow); provided, however, that such amount in no way limits or impairs
the indemnification and contribution provisions of this Agreement.



 


		4.	Tail. Wainwright shall be entitled to compensation under clauses (1) and (2) hereunder,
calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising
transaction of any kind (“Tail Financing”) to the extent that such financing or capital is received by
the Company from (i) in connection with a public Offering, investors whom Wainwright had contacted during the Term or introduced
to the Company during the Term, or (ii) in connection with a non-Public Offering, investors whom Wainwright had brought over-the-wall
during the Term, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination
of this Agreement and a list of such investors is provided to the Company as promptly as practicable following the expiration or
termination of this Agreement.



 






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		5.	Right of First Refusal. If, from the date hereof until the 12-month anniversary following
consummation of each Offering, the Company or any of its subsidiaries decides to raise funds by means of a public offering (including
at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities
other than in Australia using an underwriter or placement agent, Wainwright shall have the right to act as sole book-running manager,
sole underwriter or sole placement agent for such financing, provided it provides the Company with written notice of its agreement
to so act three (3) business days after the Company provided Wainwright a written notice with respect to such prospective
financing. If Wainwright decides to accept any such engagement, the agreement governing such engagement will contain, among other
things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including
indemnification, which are appropriate to such a transaction.



 


B.            Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof
and end three (3) months thereafter (the “Initial Term”); provided, however, that if an Offering is consummated
within the Initial Term, the term of this Agreement shall be extended by an additional three (3) month period (the “Extension
Term,” and together with the Initial Term, the “Term”).


 


Subject to
anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement
of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor
and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything
to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii).
The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating
to the tail fees and right of first refusal. In the event that an Offering pursuant to this Agreement shall not be carried out
for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable reasonable
out-of-pocket third party expenses related to an Offering (including the reasonable fees and disbursements of Wainwright’s
external legal counsel) and, if applicable, for electronic road show service used in connection with an Offering. During Wainwright’s
engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with
Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities
(other than in Australia) and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering.


 


Furthermore,
the Company agrees that during Wainwright’s engagement hereunder, all inquiries from prospective investors will be referred
to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that during the Term,
no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to
any Offering (other than with respect to Australian Investors).


 






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C.            Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the
purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”).
In addition, the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants,
counsel and other advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the
Information, including any documents provided to investors in each Offering (the “Offering Documents”) which
shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources
in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume
responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will
not make an appraisal of any of the assets or liabilities of the Company.


 


Upon reasonable
request, the Company will meet with Wainwright or its representatives to discuss all information relevant for disclosure in the
Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document included or
incorporated by reference therein. At each Offering, at the request of Wainwright, the Company shall deliver such legal letters
(including, without limitation, negative assurance letters), opinions, comfort letters (in case of a public Offering, if any),
officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to
Wainwright and its counsel as is customary for such Offering. Wainwright shall be a third party beneficiary of any representations,
warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations,
warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.


 


D.            Related
Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


		1.	Underwritten Offering. If an Offering is an underwritten Offering, the Company and Wainwright
shall enter into a customary underwriting agreement in form and substance satisfactory to the Company, Wainwright and their counsel.



 


		2.	Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities
to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the
Company and such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary
with respect to the representations, warranties and covenants, closing conditions and closing deliverables included in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will
be available to answer inquiries from prospective investors.



 






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		3.	Escrow, Settlement and Closing. If each Offering is not settled via delivery versus payment
(“DVP”), the Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant
to which Wainwright’s compensation and expenses shall be paid from the gross proceeds of the Securities sold. If the Offering
is settled in whole or in part via DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate such
settlement. The Company shall pay Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket cost
of the escrow agent or clearing agent, as applicable, which closing costs shall not exceed $12,900.



 





		4.	FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright
determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA
Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement)
in writing upon the request of Wainwright to comply with any such rules; provided that any such amendments shall not provide for
terms that are less favorable to the Company than are reflected in this Agreement.



 


E.            Confidentiality.
In the event of the consummation or public announcement by the Company of any Offering, Wainwright shall have the right to disclose
its participation in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements
in financial and other newspapers and journals. Wainwright shall not make any announcement of the Offering which would be a violation
of, or would place, or cause the Company to be in a violation of, any applicable Australian law.


 


F.            Indemnity.


 


		1.	In connection with the Company’s engagement of Wainwright hereunder, the Company hereby agrees
to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members,
shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and
against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred
by any of them (including the reasonable fees and expenses of counsel), as incurred, whether or not the Company is a party thereto
(collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted
to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions
taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Wainwright, or (B) otherwise
relate to or arise out of Wainwright’s activities on the Company’s behalf under Wainwright’s engagement hereunder,
and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel)
as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or
proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party, but
only to the extent it concerns a Claim hereunder. The Company will not, however, be responsible for any Claim that is finally judicially
determined to have resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim. The
Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s
engagement of Wainwright except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence
or willful misconduct.



 






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		2.	The Company further agrees that it will not, without the prior written consent of Wainwright, settle,
compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be
sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement,
compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising
out of such Claim.



 


		3.	Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution
of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company
in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company
from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company
of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense
of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such
counsel, provided, however, that such counsel shall be satisfactory to the Indemnified Person and provided further that if the
legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict
of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel
to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different
from or in addition to those available to the Company, such Indemnified Person will employ its own separate counsel (including
local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees
and expenses of such counsel. If such Indemnified Person does not request that the Company assume the defense of such Claim, such
Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her
or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein
to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant
Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or
counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without
limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise
or settlement thereof. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person
shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.



 






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		4.	The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a
court to be unavailable for any reason then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall
contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative
benefits to the Company, on the one hand, and of the Indemnified Persons on the other, in connection with Wainwright’s engagement
referred to above, subject to the limitation that in no event shall the amount of Wainwright’s contribution to such Claim
exceed the amount of fees actually received by Wainwright from the Company pursuant to Wainwright’s engagement. The Company
hereby agrees that the relative benefits to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s
engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by
the Company pursuant to the applicable Offering (whether or not consummated) for which Wainwright is engaged to render services
bears to (b) the fee paid or proposed to be paid to Wainwright in connection with such engagement.



 


		5.	The Company’s indemnity, reimbursement and contribution obligations under this Agreement
(a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Person
may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.



 


G.            Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or
partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or
their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other
statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company
acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible
Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other
person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding
on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.


 






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H.            Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of
its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its
security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect,
in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable
relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses to the extent that they arise out of or are based on any action of or failure to act by Wainwright and that are
finally judicially determined to have resulted from the gross negligence or willful misconduct of Wainwright or an Indemnified
Person.


 


I.            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York. In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company,
arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have and recover from the
Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’ fees. Any rights to
trial by jury with respect to any such action, proceeding or suit are hereby waived by Wainwright and the Company.


 


J.            Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery, fax or e-mail, if sent
to Wainwright, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment
Banking, and if sent to the Company, to the address set forth on the first page hereof, e-mail: geroge.muchnicki@gtglabs.com,
Attention: Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent
by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices
delivered by fax shall be deemed received as of the date and time printed thereon by the fax machine and notices sent by e-mail
shall be deemed received as of the date and time they were sent.


 


K.            Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright
shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated
transaction and shall not disclose anything concerning this Agreement or an Offering to any other parties with whom it has such
investment banking and other relationships unrelated to an Offering.


 






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L.            Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the
United States require all financial institutions to obtain, verify and record information that identifies each person with whom
they do business. This means Wainwright must ask the Company for certain identifying information, including a government-issued
identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that Wainwright considers
appropriate to verify the Company’s identity, such as certified articles of incorporation, a government-issued business license,
a partnership agreement or a trust instrument.


 


M.            Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed
by Wainwright and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company
and their respective permitted assigns, successors, and legal representatives. Neither the Company nor Wainwright may assign any
of their rights or entitlements under this Agreement without the prior written consent of the other. This Agreement constitutes
the entire agreement of Wainwright and the Company with respect to the subject matter hereof and supersedes any prior agreements
with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain
in full force and effect. This Agreement may be executed in counterparts (including facsimile or electronic counterparts), each
of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


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In acknowledgment that the foregoing correctly
sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this letter
shall constitute a binding Agreement as of the date indicated above.


 


 


	 	Very truly yours,
	 	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	 	 
	 	By:	/s/
    Edward D. Silvera
	 	 	Name: Edward D. Silvera
	 	 	Title: Chief Operating
    Officer
	 	 	Date: 3/30/2020




 


 


	Accepted and
    Agreed:	 
	 	 	 
	Genetic
    Technologies Limited	 
	 	 	 
	 	 	 
	By:	/s/
    Jerzy Muchnicki	 
	 	Name: Dr. Jerzy
    Muchnicki	 
	 	Title: Interim Chief
    Executive Officer	 







 






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