0001437749-25-009095 Sample Contracts
GENEMBRYOMICS LIMITED UNDERWRITING AGREEMENT [ ] Ordinary SharesUnderwriting Agreement • March 25th, 2025 • GenEmbryomics LTD • Services-medical laboratories • New York
GenEmbryomics Limited, an Australian public company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”, and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative shall have the same meaning as Underwriter as defined herein), an aggregate of 1,095,000 ordinary shares of the Company (the “Ordinary Shares”) and issue warrants to the Representative to purchase up to a total of [*] Ordinary Shares equal to (6%) of the Ordinary Shares sold in such offering in the form set forth in Exhibit A (the “Representative’s Warrant”). The Company also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, an option (the “Over-allotment Option”) to