Exhibit 10.2


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY
SHARES


REPRESENTED BY AMERICAN DEPOSITARY SHARES


 


GENETIC TECHNOLOGIES LIMITED


 


	Warrant No.:  	Initial Exercise Date: April 22, 2020
	 	 


Issue Date: April 22, 2020 


 


Number of American Depositary Shares: [              
]


 


THIS PLACEMENT AGENT WARRANT TO
PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that,
for value received, [               ] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after April 22, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on April 19, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genetic
Technologies Limited, an Australian corporation (the “Company”), up to [              
] Ordinary Shares (the “Warrant Shares”) represented by [              
] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”).
The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated April 19, 2020 among the Company and the purchasers signatory thereto.


 


Section 2. Exercise.


 


a) Exercise of
Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other
office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company) and the Depositary of a duly executed facsimile copy (or .pdf copy via e-mail
or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”) and
payment of the Exercise Price, if applicable. Within the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following
the date of receipt of the Notice of Exercise as aforesaid the Holder shall deliver the aggregate Exercise Price of the
Warrant ADSs thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available,
pursuant to the cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been
exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering
the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs
purchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of
such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt
of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant
ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 






     


     


    

 


b) Exercise Price.
The exercise price per ADS under this Warrant shall be US$2.50, subject to adjustment hereunder (the “Exercise Price”).


 


c) Cashless Exercise.
If at the time of exercise hereof, there is (i) no effective registration statement registering, or no current prospectus
available for, the issuance of the Warrant Shares to the Holder, and (ii) no effective registration statement for the resale
of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


(A) =         as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day
or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such
Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date
of the applicable Notice of Exercise or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg
L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until
two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof
or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;


 


(B) =         the
Exercise Price of this Warrant, as adjusted hereunder; and


 


(X) =         the
number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed
or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the ADSs
so reported, or (d) in all other cases, the fair market value of an ADSs as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 






     


     


    

 


“VWAP” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) the ADSs are not then listed or quoted on a Trading Market, but are
quoted on the OTCQB or OTCQX, (c) if the ADSs not then listed or quoted for trading on the OTCQB or OTCQX and if prices for
the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


If Warrant ADSs are issued in
such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities
Act, the Warrant ADSs shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants
being exercised may be tacked on to the holding period of the Warrant ADSs.  The Company agrees not to take any position
contrary to this Section 2(c).


 


d) Mechanics of Exercise.


 


i. Delivery of
Warrant ADSs Upon Exercise. Within one (1) Trading day of the date that a Notice of Exercise is delivered to the
Company (provided the Company has then received the Exercise Price, if applicable), the Company shall deposit the Warrant
Shares subject to such exercise with The Bank of New York Mellon, the Depositary for the ADSs (the
 “Depositary”) and instruct the Depositary to credit the account of the Holder’s prime broker
with The Depository Trust Company through its Deposit/Withdrawal At Custodian system (“DWAC”) if the
Depositary is then a participant in such system and either (A) there is an effective registration statement permitting
the issuance of the Warrants Shares to or resale of the Warrant Shares represented by the Warrant ADSs by the Holder or
(B) the Warrant Shares represented by the Warrant ADSs are eligible for resale by the Holder without volume or
manner-of-sale limitations pursuant to Rule 144 and the Warrant ADSs have been sold by the Holder prior to the Warrant
ADS Delivery Date (as defined below), and otherwise by physical delivery of the Warrant ADSs to the address specified by the
Holder in the Notice of Exercise, by the date that is the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise
(such date, the “Warrant ADS Delivery Date”). If the Warrant ADSs can be delivered via DWAC, then in
addition to the delivery of the Warrant Shares to the Depositary, within one (1) Trading Day of the applicable exercise,
the Depositary shall have received from the Company any legal opinions or other documentation required by the Depositary to
deliver such ADSs without legend and, if applicable and requested by the Company prior to the Warrant ADS Delivery Date, the
Depositary shall have received from the Holder a confirmation of sale of the Warrant ADSs (provided the requirement of the
Holder to provide a confirmation as to the sale of Warrant ADSs shall not be applicable to the issuance of unlegended Warrant
ADS’s upon a cashless exercise of this Warrant if the Warrant ADSs are then eligible for resale pursuant to
Rule 144(b)(1)).  Pursuant to Rule 200(b)(5) of Regulation SHO promulgated under the Exchange Act, the
Warrant Shares represented by the Warrant ADSs shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become the beneficial owner of such Warrant Shares represented by the
Warrant ADSs, as of the time the Warrant has been exercised (it being acknowledged, however, that for of the Deposit
Agreement, the Depositary will treat the Holder as a holder of Warrant ADSs only at such time as the Warrant Shares have
actually been deposited with the Depositary and Warrant ADSs have actually been registered and delivered to the
Holder).  Payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by
the Holder, if any, shall be paid pursuant to Section 2(d)(vi) prior to the issuance of such Warrant ADSs having
been paid.  If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of
Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a
penalty, for each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the
applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such
liquidated damages begin to accrue) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs
are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the
FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise.


 






     


     


    

 


ii. Delivery of New
Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


 


iii. Rescission Rights.
If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by
the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation for Buy-In
on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if the Company
fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver
in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase
price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the
number of Warrant ADSs that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the
price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases ADSs having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of ADSs with an aggregate sale price giving rise
to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required
to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of the Warrant
as required pursuant to the terms hereof.


 






     


     


    

 


v. No Fractional Shares
or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As to any fraction
of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole ADS.


 


vi. Charges, Taxes
and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant
ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay (A) upon issuance of the Warrant ADSs, all Depositary fees required for same-day processing of any Notice of Exercise,
(B) upon issuance of the Warrant ADS, any other fees and expenses of the Depositary as required under the Deposit Agreement
and (C) all fees of the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant Shares.


  


vii. Closing of Books.
The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 






     


     


    

 


e) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the
exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant,
pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated if never made,
to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively
would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary
Shares underlying ADSs held by the Holder and all other Attribution Parties plus the number of Ordinary Shares underlying
ADSs issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude the number of Ordinary Shares underlying ADSs which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and
(B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the
limitation contained in this Section 3(e). For purposes of this Section 3(e), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  To the extent that the limitation contained in this Section 2(e) applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder.  For purposes of this Warrant, in determining the number of
Ordinary Shares underlying ADSs the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum
Percentage, the Holder may rely on the number of Ordinary Shares as reflected in (x) the Company’s most recent
Annual Report on Form 20-F, Report on Form 6-K or other public filing with the Commission, as the case may be,
(y) a more recent public announcement by the Company or (3) any other written notice by the Company setting forth
the number of Ordinary Shares outstanding (the
 “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time
when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall
(i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise
Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to
exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant ADSs to be purchased
pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise
price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder
the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any
other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the
issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution
Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which
the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall
not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the
Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for
the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such
increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to
any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the
Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and
(ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other
holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable
pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the
Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this Section 3(e) to the extent necessary to correct this paragraph or any portion of this paragraph which
may be defective or inconsistent with the intended beneficial ownership limitation contained in this
Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.  As
used herein, the term “Attribution Parties” means, collectively, the following Persons and entities:
(i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time
after the issuance date, directly or indirectly managed or advised by the Holder’s investment manager or any of its
Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a group together with the Holder or any of the foregoing and
(iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act.
For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to
the Maximum Percentage.


 






     


     


    

 


Section 3. Certain Adjustments.


 


a) Share Dividends and
Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a
distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary
Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant),
as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable,
(iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares
or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the
Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


b) [RESERVED]


 


c) Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any
Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders
of any class of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).


 


d) Pro Rata
Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash) or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by
way of return of capital or otherwise (including, without limitation, any distribution of shares or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of
which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).


 






     


     


    

 


e) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction (as defined below) unless the
Successor Entity (as defined below) assumes in writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements,
including agreements, if so requested by the Holder, to deliver to each holder of the Warrants in exchange for such Warrants
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant, including, without limitation, an adjusted exercise price equal to the value for the Ordinary Shares reflected by
the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent
to the Ordinary Shares represented by ADSs acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary
Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction). Any security issuable or potentially issuable to the
Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction shall be registered and freely
tradable by the Holder without any restriction or limitation or the requirement to be subject to any holding period pursuant
to any applicable securities laws if any securities issued to any other equityholder of the Company are registered on
Form F-4 or any successor form. Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a
required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor
Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or
Successor Entities to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so
that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the
 “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and
severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right
and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this
Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor
Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on a Trading Market in the
United States, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for
this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially
similar in form and substance to this Warrant and exercisable for a corresponding number of shares of capital stock of the
Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent to the Ordinary
Shares underlying the ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital
Stock to be delivered to the Holder shall be equal to the quotient of (i) the aggregate dollar value of all
consideration (including cash consideration and any consideration other than cash (“Non-Cash
Consideration”), in such Fundamental Transaction, as such values are set forth in any definitive agreement for the
Fundamental Transaction that has been executed at the time of the first public announcement of the Fundamental Transaction
or, if no such value is determinable from such definitive agreement, as determined by the Holder from publicly available
information regarding the Fundamental Transaction) that the Holder would have been entitled to receive upon the happening of
such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record,
eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant) divided by (ii) the per share closing sale price of such corresponding
capital stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction), and
with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock
and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental
Transaction the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such
Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental
Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the
Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued
upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction, as elected by
the Holder solely at its option, ADSs, Successor Capital Stock or, in lieu of the ADSs or Successor Capital Stock (or other
securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental
Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other
purchase or subscription rights), which for purposes of clarification may continue to be ADSs, if any, that the Holder would
have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other
determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior
to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with
the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the
occurrence or consummation of any Fundamental Transaction pursuant to which holders Ordinary Shares or ADSs are entitled to
receive securities, cash, assets or other property with respect to or in exchange for Ordinary Shares or ADSs (a
 “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable
Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or
consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant
at any time after the occurrence or consummation of the Corporate Event, ADSs or Successor Capital Stock or, if so elected by
the Holder, in lieu of ADSs (or other securities, cash, assets or other property) purchasable upon the exercise of this
Warrant prior to such Corporate Event (but not in lieu of such items still issuable under Sections 3(c) and 3(d), which
shall continue to be receivable on the ADSs or on the such shares of stock, securities, cash, assets or any other property
otherwise receivable with respect to or in exchange for ADSs), such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription rights and any Ordinary Shares) which the Holder
would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or
other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior
to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate
Event (without regard to any limitations on exercise of this Warrant). The provisions of this Section 3(e) shall
apply similarly and equally to successive Fundamental Transactions and Corporate Events. “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the
Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as
defined in Rule 1-02 of Regulation S-X) to one or more Persons, or (iii) make, or allow one or more Persons to
make, or allow the Company to be subject to or have its Ordinary Shares be subject to or party to one or more persons making,
a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding
Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Persons
making or party to, or Affiliated with any Persons making or party to, such purchase, tender or exchange offer were not
outstanding; or (z) such number of Ordinary Shares such that all Persons making or party to, or Affiliated with any
Person making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a
securities purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more Persons whereby all such Persons, individually or in
the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary Shares, (y) at least 50% of the
outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Persons making or party to, or Affiliated
with any Person making or party to, such securities purchase agreement or other business combination were not outstanding; or
(z) such number of Ordinary Shares such that the Persons become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize,
recapitalize or reclassify its Ordinary Shares such that such modified Ordinary Shares no longer have the residual right to
dividends or distributions from the Company or the residual right to vote on matters given to the common shareholders under
Israeli law, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, allow any Person individually or the Persons in the aggregate to be or become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether
through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary
Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement,
reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50%
of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the
aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such Persons as of the
date of this Warrant calculated as if any Ordinary Shares held by all such Persons were not outstanding, or (z) a
percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity
securities of the Company sufficient to allow such Persons to effect a statutory short form merger or other transaction
requiring other shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders of the
Company or (C) directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any
other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in
which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this definition to the extent necessary to correct this definition or any portion of this definition which may be
defective or inconsistent with the intended treatment of such instrument or transaction. Notwithstanding anything contained
herein, any transaction which results in a Company subsidiary that is not wholly-owned by the Company becoming a wholly-owned
subsidiary of the Company shall not be considered a “Fundamental Transaction” and shall not otherwise trigger any
adjustment or rights under this Warrant. “Successor Entity” means one or more Person or Persons (or, if so
elected by the Holder, the Company or Parent Entity (as defined below)) formed by, resulting from or surviving any
Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity)
with which such Fundamental Transaction shall have been entered into. “Parent Entity” of a Person means an
entity that, directly or indirectly, controls the applicable Person, including such entity whose common stock or equivalent
equity security is quoted or listed on a Trading Market, or, if there is more than one such Person or such entity, such
Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental
Transaction.


 






     


     


    

 


f) Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be.
For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


g) Notice to Holder.


 


i. Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder a notice by facsimile or email setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to Allow
Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary
Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or
warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any
shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any
consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Company, then, in each case, the Company shall cause to be delivered to the Holder at its last fax number or
email as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to delivery such notice or any defect therein or in the delivery thereof shall not affect the validity of
the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event
triggering such notice except as may otherwise be expressly set forth herein.


 






     


     


    

 


Section 4. Transfer
of Warrant.


 


		a)	Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise
of this Warrant shall be sold, transferred, assigned, pledged or hypothecated , or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of the securities by any person for a period of
180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant
is being issued, except the transfer of any security:
	 	 	 



		i.	by operation of law or by reason of reorganization of the Company;



		ii.	to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so transferred
remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;



		iii.	if the aggregate amount of the securities of the Company held by the placement agent or related persons do not exceed 1% of
the securities being offered;



		iv.	that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the
equity in the fund; or



		v.	the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period.



 


Subject to the foregoing
restriction and subject to compliance with any applicable securities laws and the conditions set forth in
Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company
assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder
for the purchase of Warrant ADSs without having a new Warrant issued.


 






     


     


    

 


b) New Warrants. This
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the original Issue Date and
shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.


 


c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


d) Transfer Restrictions.
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information
requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee
of this Warrant, as the case may be, to provide to the Company and the Depositary an opinion of counsel selected by the transferor
and reasonably acceptable to the Company and the Depositary, the form and substance of which opinion shall be reasonably satisfactory
to the Company and the Depositary, to the effect that such transfer does not require registration of such transferred Warrants
or Warrant Shares or Warrant ADSs under the Securities Act. 


 


e) Representation by the Holder.
The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,
will acquire the Warrant ADSs issuable upon such exercise, for its own account and not with a view to or for distributing or reselling
such Warrant ADSs or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.


 


 


Section 5. Miscellaneous.


 


a) No Rights as Shareholder
Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a holder of ADSs
or as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3.


 






     


     


    

 


b) Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the
Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or
stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


d) Authorized Shares.


 


The Company covenants that, during
the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares and a sufficient number
of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant ADSs may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which
the Ordinary Shares and ADSs may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment
for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).


 


Except and to the extent as waived
or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action which would
result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e) Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


f) Restrictions. The
Holder acknowledges that the Warrant Shares and Warrant ADSs acquired upon the exercise of this Warrant, if not registered and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 






     


     


    

 


g) Nonwaiver and
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.  Without
limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to
comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the
Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices. Any notice,
request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the
address for the Holder that appears in the Company’s Warrant Register.


 


j) Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant ADSs,
and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


 


k) Remedies. The Holder,
in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense
in any action for specific performance that a remedy at law would be adequate.


 


l) Successors and Assigns.
Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be
enforceable by the Holder or holder of Warrant ADSs.


 


m) Amendment. This
Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


n) Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


o) Headings. The headings
used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 



     


     


    




 


IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	GENETIC TECHNOLOGIES LIMITED
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


NOTICE OF EXERCISE


 


	TO:	GENETIC TECHNOLOGIES LIMITED
 THE BANK OF NEW YORK MELLON




 


(1) The undersigned hereby elects to
purchase             Warrant ADSs of the Company pursuant to the terms of
the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check
applicable box):


 


o in
lawful money of the United States; or


 


o if
permitted the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3) Please register and issue said Warrant
ADSs in the name of the undersigned or in such other name as is specified below:


 


DTC Participant name and number:


Contact of DTC Participant:


Telephone Number of Participant
Contact:


 


(4) Accredited Investor. If the
Warrant is being exercised via cash exercise, the undersigned is an “accredited investor” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended.


 


	[SIGNATURE OF HOLDER]
	 
	Name of Investing Entity:
	 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Date:	 	 


 






     


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute
this form and supply required information. Do not use this form to purchase Warrant ADSs.)


 


FOR VALUE RECEIVED, the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Dated:                   ,                 	 	 
	 	 	 
	Holder’s 

Signature:	 	 	 
	 	 	 
	Holder’s

 Address: