UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2024
Commission
File Number: 001-42373
Gelteq
Limited
(Registrant’s
Name)
Level
4
100 Albert Road
South Melbourne VIC, 3025
Australia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into a Material Definitive Agreement.
On
October 30, 2024, Gelteq Limited (the “Company”) consummated its initial public offering (“IPO”) of 1,300,000
ordinary shares, no par value (the “Ordinary Shares”), at a price of $4.00 per share, generating gross proceeds to the Company
of $5.2 million before deducting underwriting discounts and offering expenses. The Company’s Registration Statement on Form F-1
(File No. 333-280804) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on
July 15, 2024 (as amended, the “Registration Statement”), and declared effective by the Commission on September 30, 2024.
In
connection with the IPO, the Company entered into an Underwriting Agreement, dated October 28, 2024 (the “Underwriting
Agreement”) by and between the Company and The Benchmark Company, LLC (“Benchmark”), as representative of the
several underwriters. The Company agreed to an underwriting discount of 7.0% of the public offering price of the Ordinary Shares
sold in the IPO. The Underwriting Agreement contains representations, warranties and covenants made by the Company that are
customary for transactions of this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the
underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant
to the terms of the Underwriting Agreement, the Company and its officers and directors and certain stockholders have entered into
lock-up agreements pursuant to which each of them has agreed, for a period of six months, without the prior consent of Benchmark,
not to offer, sell, transfer or otherwise dispose of the Company’s securities, subject to limited exceptions.
The
foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
In
addition, the Company issued to Benchmark warrants to purchase up to 91,000 Ordinary Shares, which is equal to 7.0% of the number of
Ordinary Shares sold in the IPO (the “Representative’s Warrants”). The Representative’s Warrants have an initial
exercise price equal to $5.00 per share. The Representative’s Warrants are exercisable at any time and from time to time, in whole
or in part, during the five-year period commencing on April 22, 2025. The Representative’s Warrants provide for registration
rights (including a two-time demand registration right and unlimited piggyback rights, each expiring five years
from October 22, 2024) and customary anti-dilution provisions, as permitted by FINRA Rule 5110(g)(8).
The
foregoing description of the Representative’s Warrants is qualified in its entirety by reference to the full text of the Representative’s
Warrants, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Other
Events.
On
October 28, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 6-K.
On
October 30, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to
this Current Report on Form 6-K.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated October 28, 2024, by and between the Company and The Benchmark Company, LLC. |
| 4.1 |
|
Representative’s Warrants, dated October 30, 2024, issued to The Benchmark Company, LLC. |
| 99.1 |
|
Press Release, dated October 28, 2024. |
| 99.2 |
|
Press Release, dated October 30, 2024. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Gelteq Limited |
| |
|
| |
By: |
/s/ Nathan
Givoni |
| |
Name: |
Nathan Givoni |
| |
Title: |
Chief Executive Officer |
Date:
October 30, 2024
Exhibit 1.1
Gelteq
Limited
UNDERWRITING
AGREEMENT
October 28, 2024
The Benchmark Company, LLC
150 East 58th St., 17th
Floor
New York, NY 10155
Ladies and Gentlemen:
This underwriting agreement
(this “Agreement”) constitutes the agreement between Gelteq Limited, an Australian public limited company limited
to shares (the “Company”), on the one hand, and The Benchmark Company, LLC (the “Representative”),
for itself as underwriter and as representative of the several underwriters listed on Schedule I hereto (the “Underwriters”),
on the other hand, pursuant to which the Underwriters shall serve as the underwriters for the Company in connection with the proposed
offering (the “Offering”) by the Company of its Offered Securities (as defined below).
The Company proposes, subject
to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of 1,300,000 authorized but unissued ordinary
shares (the “Firm Shares”), no par value, of the Company (such shares generally, the “Ordinary Shares”),
and to grant the Underwriters the option to purchase an aggregate of up to 195,000 additional Ordinary Shares (the “Option Shares”)
as may be necessary to cover over-allotments made in connection with the Offering. The Firm Shares and Option Shares are collectively
referred to as the “Offered Securities.” The Offered Securities and the Underwriters’ Warrant (as defined below)
and the Warrant Shares (as defined below) are collectively referred to herein as the “Securities.”
The Company hereby confirms
its agreement with the Representative as follows:
Section 1. Fees and Expenses; Survival and Other
Activities.
(a) Underwriting Discount; Underwriters’ Warrants;
Expenses.
(i) Underwriting Discount.
The Underwriters shall be entitled to receive an underwriting discount equal to 7% of the aggregate gross proceeds from the sale of the
Offered Securities on a Closing Date, as defined in Section 3(c) herein, which will be paid to and allocated by the Representative among
the Underwriters or selling syndicate and soliciting dealers.
(ii) Reserved
(iii) Underwriters’
Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a Closing Date, a warrant or
warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”)
to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in
the Offering (“Warrant Shares”).
The Underwriters’ Warrants
will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months
from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in
the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring
the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective
Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer,
assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred
eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of
the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations
as the Representative may request. The Underwriters’ Warrants may be exercised as to all or a lesser number of the underlying Ordinary
Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary
Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense provided
such demand registration rights will not be greater than five years from the date of the commencement of sales of this Offering in compliance
with FINRA Rule 5110(g)(8)(C), and immediate and unlimited “piggyback” registration rights for a period of five (5) years
after the Effective Date at the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment in the
number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, dividend, share
split, merger or other structural transaction to prevent dilution.
(iv) Expenses. The Company
hereby agrees to pay all costs and expenses incident to the Offering, subject to a cap of $125,000, including, but not limited to: (a)
all filing fees and communication expenses associated with the review of this Offering by FINRA; (b) all fees, expenses and disbursements
relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated
by the Representative; (c) the fees and expenses of the underwriters’ legal counsel (“Benchmark Legal Expenses”) which
shall be capped at $100,000; (d) the underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software
for the Offering; (e) “road show” expenses for the Offering; and (f) the costs associated with receiving commemorative mementos
and lucite tombstones. In addition to the forgoing, the Company shall be responsible for either (i) providing or (ii) paying for costs
of background checks on its senior management in an amount not to exceed $7,500.
The Benchmark Legal Expenses
shall be capped at $50,000 if the transactions contemplated by this Agreement are not consummated or if this Agreement is terminated,
and paid in cash by wire transfer of immediately available funds to an account designated by the Representative within fifteen (15) calendar
days of receipt by the Company of the documented expenses.
The Company shall also pay
to the Representative a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering at Closing.
(b) Survival and Other Activities.
Notwithstanding anything to the contrary contained herein, the Company’s obligation to pay fees actually earned and payable and
to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA
Rule 5110(g)(5)(A), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit
the ability of the Underwriters or their Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial
advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
Section 2. Representations,
Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Underwriters, as of the date
hereof, and as of the Closing Date, except as set out in the Registration Statement as follows:
(a) Securities Law Filings.
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form
F-1 (Registration File No. 333-280804) under the Securities Act and the rules and regulations of the Commission (the “Rules and
Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At the time of the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act.
The Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, a final prospectus included in such
registration statement relating to the Offering and the underwriting thereof and has advised the Representative of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits
thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus
in the form in which it appears in the Registration Statement as amended at the date of this Agreement is hereinafter called the “Prospectus.”
If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule
462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration
Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is
hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules
and other information that is “contained,” “included,” “described,” “referenced,” “set
forth” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed
to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be. The Registration
Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form
8-A providing for the registration under the Exchange Act of the Ordinary Shares.
(b) Assurances. The Registration
Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities
Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, at all other subsequent
times until the Closing Date, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did
not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading (provided, however, that the preceding representations and warranties contained in this sentence shall not apply
to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Representative
expressly for use therein, which information shall consist solely of (i) the names of the Underwriters appearing in the Prospectus, (ii)
the statement regarding delivery of the Ordinary Shares set forth on the cover page of the Prospectus, (iii) the securities dealer discount
referred to in the second paragraph of the section of the Prospectus captioned “Underwriting”, (iv) the information set forth
in the fourth paragraph of the section of the Prospectus captioned “Underwriting” and (v) the table showing the number of
securities to be purchased by each Underwriter (the “Underwriter Information”). Each Preliminary Prospectus, as of
its date, complies in all material respects with the Securities Act and the applicable Rules and Regulations. The Prospectus, as of its
date, complies in all material respects with the Securities Act and the applicable Rules and Regulations. As of its date, each Preliminary
Prospectus and the Prospectus did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a s fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided,
however, that the preceding representations and warranties contained in this sentence shall not apply to any Underwriter Information).
All post-effective amendments to the Registration Statement reflecting facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set forth therein have been so filed with the Commission. There
are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been
filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. The Company is eligible to
use “free writing prospectuses” in connection with the Offering pursuant to Rules 164 and 433 under the Securities Act. Any
free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed
with the Commission in accordance with the requirements of the Securities Act and the applicable Rules and Regulations. Each such free
writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared
by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act
and the applicable Rules and Regulations. The Company has not and will not, without the prior consent of the Representative, prepare,
use or refer to, any free writing prospectus. Each such free writing prospectus shall be deemed to be included as part of the Registration
Statement for purposes of this Agreement.
(c) Offering Materials.
The Company has delivered, or will as promptly as practicable deliver, to the Underwriters complete conformed copies of the Registration
Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), any Preliminary Prospectus, any free writing prospectus and the Prospectus, as amended or supplemented,
in such quantities and at such places as the Underwriters reasonably request. Neither the Company nor any of its directors and officers
has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the Offering and
sale of the Offered Securities other than the Prospectus, the Registration Statement, and any free writing prospectus authorized in advance
by the Representative.
(d) Subsidiaries. All
of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are described in the Registration Statement
to the extent required by the Rules and Regulations. The Company owns, directly or indirectly, all of its capital stock or other equity
interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive
rights or other restrictions (collectively, “Liens”) except as disclosed in the Registration Statement or the Prospectus,
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive or similar rights to subscribe for or purchase securities.
(e) Organization and Qualification.
The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing
(where applicable) under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation or material default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, the Underwriters’ Warrant or any
other agreement or instrument entered into between the Company and the Underwriters (“Transaction Documents”), (ii)
a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under this Agreement or the Offering (any of (i), (ii) or (iii), a “Material Adverse Effect”)
and to the knowledge of the Company, no action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation
or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”) has been instituted in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(f) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement
and each of the other Transaction Documents and the Offering and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement by the Company and each of the other Transaction Documents and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is
required by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders
in connection therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction
Document to which it is a party has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(g) No Conflicts. The
execution, delivery and performance by the Company of this Agreement, the other Transaction Documents to which it is a party and the transactions
contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum
and articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such conflict,
default or violation could not reasonably be expected to result in a Material Adverse Effect.
(h) Filings, Consents and
Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing
or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of this Agreement, the other Transaction Documents to which it is a party and the transactions
contemplated hereby where the failure to obtain any such consent, waiver, authorization or order of, give any notice to, or make any filing
or registration would not, singularly or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, other
than: (i) the filing with the Commission of the final Prospectus as required by Rule 424 under the Securities Act, (ii) application to
the Nasdaq for the listing of the Offered Securities for trading thereon in the time and manner required thereby and (iii) such filings
as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).
(i) Issuance of the Securities.
The Offered Securities are duly authorized and, when issued and paid for in accordance with this Agreement, the other Transaction Documents
to which it is a party, and the terms of the Offering as described in the Prospectus, will be duly and validly issued, fully paid and
non-assessable, and free and clear of all Liens. The Underwriters’ Warrant has been duly authorized for issuance, and the Warrant
Shares, when issued, paid for and delivered upon due exercise of the Underwriters’ Warrant, will be duly authorized and validly
issued, fully paid and nonassessable, free and clear of all Liens. The Company has sufficient authorized Ordinary Shares for the issuance
of the maximum number of Securities issuable pursuant to the Offering as described in the Prospectus.
(j) Capitalization. The
capitalization of the Company is as set forth in the Registration Statement and the Prospectus. The Company has not issued any Ordinary
Shares since February, 2022, other than (i) “Item 7. Recent sales of unregistered securities”, (ii) pursuant to the Company’s
equity incentive plans as described in the Registration Statement and the Prospectus (the “Company Incentive Plans”),
(iii) the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company Incentive Plans and pursuant to the
conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary
Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (“Ordinary
Share Equivalents”) as described in the Registration Statement and the Prospectus, and (iv) Pre-IPO raising as described in
the Registration Statement and the Prospectus. No Person has any right of first refusal, preemptive right or right of participation, or
any similar right to participate in the transactions contemplated by this Agreement. Except as a result of the purchase and sale of the
Offered Securities or as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital
stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to issue additional Ordinary Shares or Ordinary Share Equivalents or capital stock of any Subsidiary. Except as disclosed in the
Registration statement or the Prospectus, the issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary
to issue Ordinary Shares or other securities to any Person (other than the Underwriters) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as disclosed in
the Registration statement or the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution rights
(other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights,
or reset rights. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments
of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement
relating to rights in Ordinary Shares. All of the outstanding Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable,
have been issued in compliance in all material respects with all applicable securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as disclosed
in the Registration statement or the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with
respect to the Ordinary Shares or other securities of the Company to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s shareholders.
(k) Material Changes; Undisclosed
Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement,
except as specifically disclosed in the Registration Statement and the Prospectus, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to International Financial
Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), or disclosed in filings made
with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any
Ordinary Shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Offered Securities contemplated by the Prospectus or as disclosed in the Registration Statement,
any Preliminary Prospectus or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists
or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as
such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed
by the Company under the Securities Act, the Exchange Act or the Rules and Regulations as of the date of this Agreement that has not been
so disclosed under the Securities Act, the Exchange Act or the Rules and Regulations.
(l) Financial Statements.
The financial statements of the Company, together with the related notes and schedules, included in the Registration Statement, any Preliminary
Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange
Act and the Rules and Regulations, and fairly present, in all material respects, the financial condition of the Company as of the dates
indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with IFRS consistently
applied throughout the periods involved. No other financial statements or schedules are required under the Securities Act, the Exchange
Act, or the Rules and Regulations to be included in the Registration Statement, any Preliminary Prospectus and the Prospectus. The pro
forma financial statements included in the Registration Statement, any Preliminary Prospectus and the Prospectus include assumptions that
provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein,
the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application
of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration
Statement, any Preliminary Prospectus and the Prospectus. The pro forma financial statements included in the Registration Statement, any
Preliminary Prospectus and the Prospectus comply as to form in all material respects with the application requirements of Regulation S-X
under the Exchange Act. No other pro forma financial information or schedules are required under the Securities Act, the Exchange Act,
or the rules and regulations thereunder to be included in the Registration Statement, any Preliminary Prospectus and the Prospectus.
(m) Litigation. There
is no action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company,
any Subsidiary, any of their respective properties or any of the Company’s officers or directors before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or any of the Transaction Documents
or the Offering or the Securities or (ii) could, if there were an unfavorable decision, reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has within the last 10 years been the
subject of any Action involving an order, judgment, decree, or finding of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company.
(n) Labor Relations.
No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement,
or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such
executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
The Company and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
(o) Compliance. Except
as set forth in the Registration Statement, any Preliminary Prospectus or the Prospectus , neither the Company nor any Subsidiary: (i)
is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that
it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii)
is in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or has been in violation of
any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and
local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and
labor matters, except in each case as could not reasonably be expected to result in a Material Adverse Effect.
(p) Regulatory Permits.
The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local
or foreign regulatory authorities necessary to conduct their respective businesses as described in the Prospectus, except where the failure
to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material
Permit.
(q) Regulatory Matters.
The tests conducted by or on behalf of or sponsored by the Company or its Subsidiaries that are described or referred to in the Registration
Statement, any Preliminary Prospectus and the Prospectus were and, if still pending, are being conducted in accordance in all material
respects with all statutes, laws, rules and regulations, as applicable. Neither the Company nor its Subsidiaries has received any notices
or other correspondence from any foreign, federal, state or local governmental or regulatory authority with respect to any ongoing tests
requiring the termination or suspension of such tests. Except as would not be reasonably expected to result in a Material Adverse Effect,
neither the Company nor any of its Subsidiaries has failed to file with any foreign, federal, state or local governmental or the applicable
regulatory authorities any filing, declaration, listing, registration, report or submission that is required to be so filed. All such
filings were in material compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions.
(a) Title to Assets.
The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and
clear of all Liens, except for Liens disclosed in the Registration Statement, any Preliminary Prospectus and the Prospectus, Liens as
do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by
them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance except for any breach
that could not reasonably be expected to result in a Material Adverse Effect.
(b) Patents and Trademarks.
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary
or required for use in connection with their respective businesses as described in the Registration Statement or the Prospectus and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights
has expired, terminated or been abandoned, or is expected to expire or be abandoned, within two (2) years from the date of this Agreement,
except where such action would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement
or the Prospectus, neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included
within the Registration Statement and the Prospectus, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge that it lacks or will be unable
to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.
(c) Transactions With Affiliates
and Employees. Except as set forth in the Registration Statement, any Preliminary Prospectus and the Prospectus, none of the officers
or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in
excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred
on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.
(d) No Undisclosed Contracts.
There is no contract or document required by the Securities Act or by the Rules and Regulations to be described in the Registration Statement
or in the Prospectus or to be filed as an exhibit to the Registration Statement which is not so described or filed therein as required.
All descriptions of any such contracts or documents contained in the Registration Statement, any Preliminary Prospectus and in the Prospectus
are accurate and complete descriptions of such documents in all material respects. Other than as described in the Registration Statement
and the Prospectus, no such contract has been suspended or terminated for convenience or default by the Company or any Subsidiary party
thereto or any of the other parties thereto, and neither the Company nor any of its Subsidiaries has received notice, and the Company
has no knowledge, of any such pending or threatened suspension or termination, except for suspensions or terminations that are not reasonably
likely to result in a Material Adverse Effect.
(e) No Undisclosed Relationships.
No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries on the one hand, and the directors,
officers, shareholders (or analogous interest holders), customers or suppliers of the Company or any of its Subsidiaries on the other
hand, which is required to be described in or filed as an exhibit to the Registration Statement or the Prospectus and which is not so
described or filed.
(f) Continued Business.
No supplier, customer, distributor or sales agent of the Company or any Subsidiary has notified the Company or any Subsidiary that it
intends to discontinue or decrease the rate of business done with the Company or any Subsidiary, except where such discontinuation or
decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.
(g) Sarbanes-Oxley; Accounting
and Disclosure Controls. Except as disclosed in the Registration Statement and in the Prospectus, the Company is in compliance with
any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as of the date
hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof
and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms.
(h) Certain Fees, FINRA Affiliation.
Except as set forth herein and in the Registration Statement and the Prospectus, no brokerage or finder’s fees or commissions are
or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. Except as set forth in the Registration
Statement, and the Prospectus, to the Company’s knowledge, there are no other arrangements, agreements or understandings of the
Company or, to the Company’s knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined
by FINRA. Except as already disclosed to the Representative, Company has not made any direct or indirect payments (in cash, securities
or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital
for the Company or introducing to the Company persons who provided capital to the Company, (ii) any FINRA member, or (iii) any person
or entity that has any direct or indirect affiliation or association with any FINRA member within the 12-month period prior to the date
on which the Registration Statement was filed with the Commission (the “Filing Date”) or thereafter. To the Company’s
knowledge, no (i) officer or director of the Company or its subsidiaries, (ii) owner of 10% or more of the Company’s unregistered
securities or that of its subsidiaries or (iii) owner of any amount of the Company’s unregistered securities acquired within the
180-day period prior to the Filing Date, has any direct or indirect affiliation or association with any FINRA member. The Company will
advise the Representative if it becomes aware that any officer, director or stockholder of the Company or its Subsidiaries is or becomes
an affiliate or associated person of a FINRA member participating in the Offering.
(i) Investment Company.
The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Offered Securities, will not be or be
an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(j) Registration Rights.
No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.
(k) Solvency. Based on
the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds
from the sale of the Offered Securities hereunder, the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, are sufficient to pay all
amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond
its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its
debt). Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The Registration Statement and the Prospectus sets forth as of the date provided therein under
the “Capitalization” section all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which
the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or
should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease
payments in excess of $50,000 due under leases required to be capitalized in accordance with IFRS. Except as set forth in the Registration
Statement and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(l) Tax Status. Except
for matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company
and each Subsidiary (i) has made or filed all income and franchise tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment
of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any
Subsidiary know of no basis for any such claim.
(m) Auditors. UHY Haines
Norton LLP (the “Auditor”) is the Company’s independent registered public accounting firm with respect to the
financial statements of the Company for the periods filed with the Registration Statement. To the knowledge and belief of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with
respect to the financial statements of the Company and its subsidiaries for the periods filed with the Registration Statement or the Prospectus.
(n) Office of Foreign Assets
Control. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer of the Company
or any Subsidiary, or any employee, representative, agent or affiliate of the Company or any of its Subsidiaries or any other person acting
on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”), and the Company will not directly or indirectly use the proceeds
of the offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or
entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(o) Insurance. The Company
and each of its Subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as, in the Company’s reasonable
belief, is adequate for the conduct of its business and the value of its properties.
(p) Company Not Ineligible
Issuer. (i) At the time of filing the Registration Statement relating to the Offered Securities and (ii) as of the date of the execution
and delivery of this Agreement (with such date being used as the determination date for purposes of this clause (ii)), the Company met
all the requirements set forth in General Instruction I of Form F-1.
(q) Emerging Growth Company.
From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on
which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communications) through
the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act
(an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(r) Forward-Looking Statements.
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in
either the Registration Statement, any Preliminary Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
(s) Statistical or Market-Related
Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement,
any Preliminary Prospectus or the Prospectus, are based on or derived from sources that the Company reasonably and in good faith believes
to be reliable and accurate, and such data agree with the sources from which they are derived.
(t) Listing and Maintenance
Requirements. The Securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Securities under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company is,
and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements. The Offered Securities are currently eligible for electronic transfer through the Depository Trust Company or another established
clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer. The issuance and sale of the Securities hereunder does not contravene the rules
and regulations of Nasdaq.
(u) Foreign Corrupt Practices.
Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly
or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic
political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any
person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any
provision of the Foreign Corrupt Practices Act of 1977, as amended.
(v) Regulation M Compliance.
The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause
or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any
of the Offered Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,
other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters in connection with the Offering.
(w) Testing the Waters Communications.
The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent
of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or
institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has not authorized anyone other
than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriters have been authorized
to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters
Communications.
(x) Money Laundering.
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes
and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect
to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(y) Certificates. Any
certificate signed by an officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to
be a representation and warranty by the Company to the Underwriters as to the matters set forth therein.
(z) Reliance. The Company
acknowledges that the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby
consents to such reliance.
Section 3. Delivery and
Payment.
(a) On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and
sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase the Firm Shares. The purchase price for each Firm Share
shall be $4.00 per share (the “Per Share Price”).
(b) The Company hereby grants
to the Representative the option to purchase some or all of the Option Shares, and, upon the basis of the warranties and representations
and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the
Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated
hereby. This option may be exercised by the Representative at any time (but not more than once) on or before the forty-fifth (45th)
day following the date of the Prospectus, by written notice to the Company (the “Option Notice”). The Option Notice
shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option
Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided,
however, that the Option Closing Date shall not be earlier than the initial Closing Date (as defined below) nor earlier than the first
business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which
the option shall have been exercised unless the Company and the Representative otherwise agree. Payment of the purchase price for and
delivery of the Option Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the
Firm Shares as set forth in subparagraph (c) below.
(c) The Firm Shares will be
delivered by the Company to the Representative against payment of the purchase price therefor by wire transfer of same day funds payable
to the order of the Company’s offices, or such other location as may be mutually acceptable, at a mutually agreeable time, on the
first (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the second)
full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to
Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The
time and date of delivery of the Firm Shares or the Option Shares, as applicable, is referred to herein as the “Closing Date.”
If the Representative so elects, delivery of the Firm Shares and Option Shares may be made by credit through full fast transfer to the
account at The Depository Trust Company designated by the Representative.
Section 4. Covenants and
Agreements of the Company. The Company further covenants and agrees with the Underwriters as follows:
(a) Registration Statement
Matters. The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing
of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been
used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely
filing. The Company will advise the Representative promptly after they receive notice thereof of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement or amendment to the Prospectus has been filed and will furnish the Representative
with copies thereof. The Company will file promptly all reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Representative
promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or supplement
the Prospectus or for additional information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto or any order preventing or suspending the use of the Prospectus
or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification
of the Offered Securities for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for
any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary
Prospectus or the Prospectus or for additional information. The Company shall use its commercially reasonable efforts to prevent the issuance
of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop order or order or notice of
prevention or suspension at any time, the Company will use its commercially reasonable efforts to obtain the lifting of such order at
the earliest possible moment, or will file a new registration statement and use commercially reasonable efforts to have such new registration
statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules
424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder,
and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a
timely manner by the Commission.
(b) Blue Sky Compliance.
The Company will cooperate with the Representative in endeavoring to qualify the Offered Securities for sale under the securities laws
of such jurisdictions (United States and foreign) as the Representative may reasonably request and will make such applications, file such
documents, and furnish such information as may be reasonably required for that purpose; provided the Company shall not be required
to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified
or required to file such a consent; and provided further that the Company shall not be required to produce any new disclosure document
other than the Prospectus. The Company will, from time to time, prepare and file such statements, reports and other documents as are or
may be required to continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution
of the Offered Securities. The Company will advise the Representative promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat
of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption,
the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
(c) Amendments and Supplements
to the Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations
of the Commission thereunder, so as to permit the completion of the distribution of the Offered Securities as contemplated in this Agreement
and the Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution
of Offered Securities contemplated by the Prospectus (the “Prospectus Delivery Period”), any event shall occur as a
result of which, in the judgment of the Company or in the opinion of the Representative or counsel for the Underwriters, it becomes necessary
to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were
made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with any law,
the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Underwriters and to any dealers,
an appropriate amendment to the Registration Statement or supplement to the Registration Statement, any Preliminary Prospectus or the
Prospectus that is necessary in order to make the statements in the Prospectus as so amended or supplemented, in the light of the circumstances
under which they were made, as the case may be, not misleading, or so that the Registration Statement, any Preliminary Prospectus or the
Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Prospectus
in connection with the Offering, the Company will furnish the Representative with a copy of such proposed amendment or supplement and
will not file any such amendment or supplement to which the Representative reasonably objects; the Representative and its counsel shall
have a reasonable amount of time to review and return any comments to the Company.
(d) Copies of any Amendments
and Supplements to the Prospectus. The Company will furnish the Underwriter, without charge, during the period beginning on the date
hereof and ending on the final Closing Date of the Offering, as many copies of the Prospectus and any amendments and supplements thereto
as the Representative may reasonably request.
(e) Free Writing Prospectus.
The Company covenants that it has not and will not, unless it has obtained or will obtain the prior consent of the Representative, make
any offer relating to the Offered Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of
the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities
Act. In the event that the Representative expressly consents in writing to any such free writing prospectus (a “Permitted Free
Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as a Company Free
Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free
Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(f) Registration. The
Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement and a current Prospectus
relating thereto for as long as the Securities remain outstanding. During any period when the Company fails to have maintained an effective
Registration Statement or a current Prospectus relating thereto and a holder of a Underwriters’ Warrant desires to exercise such
warrants and, in the opinion of counsel to the holder, Rule 144 is not available as an exemption from registration for the resale of the
Warrant Shares, the Company shall promptly file a registration statement registering the resale of the Warrant Shares and use commercially
reasonable efforts to have it declared effective by the Commission within ninety (90) days.
(g) Transfer Agent. The
Company will maintain, at its expense, Colonial Stock Transfer, or another mutually acceptable entity, as the transfer agent and registrar
for the Company’s Ordinary Shares for a period of three (3) years after the initial Closing Date.
(h) Earnings Statement.
As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later than 18 months
after the last Closing Date, the Company will make generally available to its security holders and to the Representative an earnings statement,
covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions of Section 11(a)
and Rule 158 under the Securities Act.
(i) Periodic Reporting Obligations.
During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission all reports and documents required
to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.
(j) No Manipulation of Price.
The Company has not taken and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.
(k) Company Lock-Up.
The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing
for a period of 6 months from the initial Closing Date (the “Lock-Up Period”): (i) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of, directly or indirectly (including the issuance of Ordinary Shares upon the
exercise of currently outstanding options), or file with the Commission a registration statement under the Securities Act relating to,
Ordinary Shares or Ordinary Share Equivalents, or modify the terms of any existing securities, or (ii) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any Ordinary Share Equivalents,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or any Ordinary Share
Equivalents, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting
of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.
(l) Listing and Registration.
The Company shall use its commercially reasonable efforts to maintain the listing and the registration of the Ordinary Shares and the
Ordinary Shares underlying the Underwriters’ Warrant on the Exchange for at least three (3) years from the date of this Agreement.
(m) Accountants. As of
the date of this Agreement, the Company has retained an independent registered public accounting firm reasonably acceptable to the Representative,
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
(n) Public Relations Firm.
The Company has engaged a financial public relations firm reasonably acceptable to the Representative, which firm shall be experienced
in assisting issuers in public offerings of securities and in their relations with their security holders, and shall continue to retain
a mutually acceptable firm for a period of two years after the Closing Date.
(o) Corporation Records Service.
The Company has registered with the Corporation Records Service (including annual report information) published by Standard & Poor’s
Corporation and will maintain such registration for a period of three (3) years from the Closing Date.
(p) “Key Man”
Life Insurance. The Company shall have procured and shall maintain “key man” life insurance (in amounts agreed to by the
Representative and with the Company as the sole beneficiary thereof) with an insurer rated at least AA or better in the most recent edition
of “Best’s Life Reports” on the lives of to be determined executive officer or officers of the Company.
(q) Acknowledgment. The
Company acknowledges that any advice given by any of the Underwriters to the Company is solely for the benefit and use of the Board of
Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without such Underwriter’s prior
written consent.
(r) D&O Insurance.
The Company shall have procured D&O insurance in a manner consistent with the Company’s business and industry standards.
(s) Financial Printer.
The Company retaining a financial printer reasonably acceptable to the Representative to handle the printing and related aspects of the
Offering.
Section 5. Conditions of
the Obligations of the Underwriters. The obligations of the Underwriters hereunder shall be subject to the accuracy of the representations
and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of the Closing Date
as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such
dates, and to each of the following additional conditions:
(a) Auditors’ Comfort
Letter. On the date hereof, the Representative shall have received, and the Company shall have caused to be delivered to the Representative,
a letter from the Auditor addressed to the Representative, dated as of the date hereof, in form and substance satisfactory to the Representative.
The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company
from that set forth in the Prospectus, which, in the Representative’s sole judgment, is material and adverse and that makes it,
in the Representative’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Offered Securities as contemplated
by the Prospectus.
(b) Bring-down Comfort Letter.
On the Closing Date, the Representative shall have received from the Auditor a letter dated as of such Closing Date, in form and substance
satisfactory to the Representative, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection
(a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three
business days prior to such Closing Date.
(c) Compliance with Registration
Requirements; No Stop Order; No Objection from FINRA. The Registration Statement shall have become effective and all necessary regulatory
and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such
later time and date as shall have been consented to in writing by the Representative. The Prospectus (in accordance with Rule 424(b))
and any Permitted Free Writing Prospectus shall have been duly filed with the Commission in a timely fashion in accordance with the terms
thereof. At or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the
Commission; no order preventing or suspending the use of the Prospectus shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Offered
Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority
or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information
on the part of the Commission shall have been complied with; and the FINRA shall have raised no objections to the fairness and reasonableness
of the placement terms and arrangements.
(d) Corporate Proceedings.
All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and the Prospectus, and
the registration, sale and delivery of the Offered Securities, shall have been completed or resolved in a manner reasonably satisfactory
to the Underwriters’ counsel.
(e) No Material Adverse Effect.
Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Underwriter’s sole judgment after
consultation with the Company, there shall not have occurred any Material Adverse Effect.
(f) Opinion of Counsel for
the Company. The Representative shall have received on the Closing Date the favorable opinion and negative assurances statement of
Ellenoff Grossman & Schole LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a customary
negative assurance letter, addressed to the Representative in customary form reasonably satisfactory to the Representative. The Underwriters
and Ellenoff Grossman & Schole LLP, shall be entitled to rely on the opinion of each of the Company’s Australian counsel filed
as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Securities and due authorization, execution
and delivery of the Agreement.
(g) Opinion of Australian
Counsel for the Company. The Representative shall have received on the Closing Date the favorable opinion of Vistra Aus Corporate
Services Pty Ltd t/a Vistra Australia Legal Services, Australian counsel to the Company, dated as of such Closing Date, including, without
limitation, a customary negative assurance letter, addressed to the Representative in customary form reasonably satisfactory to the Representative.
(h) [intentionally omitted].
(i) Officers’ Certificate.
The Representative shall have received on the Closing Date a certificate of the Company, dated as of such Closing Date, signed by the
Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Representative shall be satisfied that,
the signers of such certificate have reviewed the Registration Statement and the Prospectus, and this Agreement and to the further effect
that:
(i) The representations and
warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;
(ii) No stop order suspending
the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings for that purpose have
been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect of
ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been issued by any securities
commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted
or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock
exchange in the United States;
(iii) Subsequent to the respective
dates as of which information is given in the Registration Statement and the Prospectus, there has not been: (a) any Material Adverse
Effect; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in
the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken
as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material
change in the capital stock (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding
indebtedness into Ordinary Shares) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion of such indebtedness
into Ordinary Shares); (e) any dividend or distribution of any kind declared, paid or made on Ordinary Shares; or (f) any loss or damage
(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has
a Material Adverse Effect.
(j) Secretary’s Certificate.
As of the Closing Date the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated
the Closing Date, certifying: (i) that each of the Company’s constitution and bylaws attached to such certificate is true and complete,
has not been modified and is in full force and effect; (ii) that each of the Subsidiaries constitution and bylaws or charter documents
attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of
the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have not
been modified; and (iv) the good standing of the Company and each of the Subsidiaries, but only to the extent good standing is a concept
applicable in the jurisdiction of formation of a Subsidiary. The documents referred to in such certificate shall be attached to such certificate.
(i) Additional Documents.
On or before the Closing Date, the Representative and counsel for the Underwriters shall have received such customary information and
documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Offered Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained. If any condition specified in this Section 5 is not satisfied when and as required
to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing
Date, which termination shall be without liability on the part of any party to any other party, except that Section 6 (Payment of Expenses),
Section 7 (Indemnification and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be
effective and shall survive such termination.
(j) Subsequent to the execution
and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of
any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock
or long-term debt of the Company (other than as described in the Registration Statement, any Preliminary Prospectus or the Prospectus)
or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business,
condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as
a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other
calamity, the effect of which, in any such case described above, is, in the sole judgment of the Representative, so material and adverse
as to make it impracticable or inadvisable to proceed with the sale of Offered Securities or Offering as contemplated hereby.
(k) Subsequent to the execution
and delivery of this Agreement and up to a Closing Date, there shall not have occurred any of the following: (i) trading in securities
generally on the Nasdaq or any of the New York Stock Exchange, the NYSE American, or any tier of the markets operated by OTC Markets Group,
Inc. shall not have commenced, (ii) a banking moratorium shall have been declared by federal or state authorities or a material disruption
has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall
have become engaged in hostilities in which it is not currently engaged, the subject of an act of terrorism, there shall have been an
escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United
States, or (iv) there shall have occurred any other calamity or crisis or any actual or prospective change in general economic, political
or financial conditions in the United States or elsewhere, if the effect of any such event in clause (ii) or (iv) makes it, in the sole
judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Offered Securities on the terms
and in the manner contemplated by the Prospectus.
(l) Schedule A hereto
contains a complete and accurate list of the Company’s officers, directors and holders of four percent (4.0%) or more of the outstanding
Ordinary Shares as of the Effective Date and all holders of securities exercisable for or convertible into Ordinary Shares) (each, a “Lock-Up
Party”, and collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver
to the Representative an executed Lock-Up Agreement, in the form attached hereto as Schedule B) (the “Lock-Up Agreement”),
prior to the execution of this Agreement. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions
to its transfer agent and registrar for the Ordinary Shares with respect to any transaction or contemplated transaction that would constitute
a breach of or default under the applicable Lock-Up Agreement. If the Representative, in its sole discretion, agrees to release or waive
the restrictions of any Lock-Up Agreement between an officer or director of the Company and the Representative and provides the Company
with notice of the impending release or waiver at least three Business Days before the effective date of such release or waiver, the Company
agrees to announce the impending release or waiver by means of a press release substantially in the form of Exhibit B hereto, issued
through a major news service, at least two Business Days before the effective date of the release or waiver.
(m) No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental
or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Offered Securities; and no injunction
or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale
of the Offered Securities or materially and adversely affect or potentially materially and adversely affect the business or operations
of the Company.
(n) Due Diligence. Satisfactory
completion by the Representative of its due diligence investigation and analysis of: (i) the Company’s arrangements with its officers,
directors, employees, affiliates, customers and suppliers, (ii) the audited historical financial statements of the Company as required
by the Commission (including any relevant stub periods), and (iii) the Company’s projected financial results for the fiscal year
ending June 30, 2024.
If any of the conditions specified
in this Section 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
statements or letters furnished to the Representative or to Underwriters’ counsel pursuant to this Section 5 shall not be reasonably
satisfactory in form and substance to the Representative and to Underwriters’ counsel, all obligations of the Underwriters hereunder
may be cancelled by the Representative at, or at any time prior to, the consummation of the Offering. Notice of such cancellation shall
be given to the Company in writing.
Section 6. Reserved.
Section 7. Indemnification
and Contribution.
(a) The Company agrees to indemnify,
defend and hold harmless the Underwriters, their respective affiliates, directors and officers and employees, and each person, if any,
who controls the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each an “Underwriter
Indemnified Party”), from and against any losses, claims, damages or liabilities (including in settlement of any litigation
if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration
Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or
arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required
to be stated therein or necessary to make the statements therein not misleading; or (ii) an untrue statement or alleged untrue statement
of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with
the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will
reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating,
investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or, in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under
this Section 7(a) are not exclusive and will be in addition to any liability which the Company might otherwise have and shall not
limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.
(b) The Underwriters will indemnify,
defend and hold harmless the Company, its affiliates, directors, officers and employees, and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Company Indemnified Party”),
from and against any losses, claims, damages or liabilities to which such Company Indemnified Party may become subject, under the Securities
Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Representative),
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with the Underwriter Information, and will reimburse such Company Indemnified Party
for any legal or other expenses reasonably incurred by it in connection with defending against any such loss, claim, damage, liability
or action. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability which
the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity
to each Company Indemnified Party.
(c) Promptly after receipt by
an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing
of the commencement thereof, but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability
that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.
In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on advice of counsel
to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have
the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed
counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any
claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 7, in which event the reasonable fees and
expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party as incurred.
(d) The indemnifying party under
this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action,
suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would be sought hereunder
by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party
from all liability for claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing,
if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel pursuant to Section 7(c), such indemnifying party agrees that it shall be liable for any settlement effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.
(e) If the indemnification provided
for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then the
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other hand from the Offering and sale of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other
hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand
shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company
bear to the total cash fees received by the Underwriters. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters and the parties’ relevant intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations
referred to in the first sentence of this subsection (e). The amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this
subsection (e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(f) For purposes of this Agreement,
the Representative confirms, and the Company acknowledges, that there is no information concerning the Underwriters furnished in writing
to the Company by the Underwriters specifically for preparation of or inclusion in the Registration Statement, any Preliminary Prospectus
or the Prospectus other than the Underwriter Information.
Section 8. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the
Company or any person controlling the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company, or any of
its or their respective affiliates, officers or directors or any controlling person, as the case may be, and will survive delivery of
and payment for the Offered Securities sold hereunder and any termination of this Agreement. A successor to the Underwriters, or to the
Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution
and reimbursement agreements contained in this Agreement.
Section 9. Termination.
(a) This Agreement shall become
effective upon the mutual execution of this Agreement by the Company and the Representative. The Representative shall have the right to
terminate this Agreement by giving written notice to the Company at any time prior to the Closing Date if: (i) any domestic or international
event or act or occurrence has materially disrupted, or in the reasonable opinion of the Representative will in the immediate future materially
disrupt, the market for the Company’s securities or securities in general; or (ii) trading on Nasdaq has been rejected by Nasdaq
or made subject to material limitations, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities
have been required, on the Nasdaq or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii)
a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities
settlement or clearance services has occurred; or (iv) (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism
involving the United States or Australia or there is a declaration of a national emergency or war by the United States or Australia, or
(B) there has been any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such
event in (A) or (B), in the reasonable judgment of the Representative, is so material and adverse that such event makes it impracticable
or inadvisable to proceed with the Offering, sale and delivery of the Securities on the terms and in the manner contemplated by the Prospectus.
(b) Any notice of termination
pursuant to this Section 9 shall be in writing.
(c) If this Agreement shall
be terminated pursuant to any of the provisions hereof, or if the sale of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure
on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by
the Representative, reimburse the Underwriters for only the reasonable fees and expenses of their counsel actually incurred by the Underwriters
in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, subject to the cap on expenses
set forth in Section 1(a)(iv) hereof. To the extent that the Underwriters’ out-of-pocket expenses are less than the sums already
advanced by the Company to the Underwriter (“Advances”), the Underwriters will return to the Company that portion of
the Advances not offset by actual expenses.
(d) The Representative shall
have the right to terminate this Agreement at any time prior to any Closing Date, if, prior to the Closing Date, the Ordinary Shares has
not been approved for listing on the Nasdaq or any of the New York Stock Exchange (the “Exchange”), the Company has taken
any action designed to, or likely to have the effect of, delisting the Ordinary Shares from the Exchange, or the Company has received
any notification that the Exchange is contemplating terminating such listing.
Section 10. Right of First
Refusal. The Company will grant to the Representative the right to act as lead or joint investment bankers, lead or joint book-runners,
lead or joint placement agents, and/or investment banker/advisor, for each and every future public and private equity and debt offering,
including all equity linked financings, and for each merger or acquisition, for the Company, or any successor to or any subsidiary of
the Company, on terms customary to the Representative for a period of twelve (12) months following the Closing Date.
Section 11. Tail Fee.
If the Offering is consummated, the Representative shall be entitled to an aggregate additional cash fee of seven percent (7%) with respect
to future financings consummated solely with investors (a) with whom the Company has had a conference call or a meeting arranged by the
Representative during the term of the Engagement Letter by and between the Company and the Representative, dated September 4, 2024 (the
“Engagement Letter”) and (b) provided that the future financing is consummated at any time within the twelve (12) month period
following the Closing Date.
Section 12. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered, delivered by reputable overnight courier (i.e.,
Federal Express) or delivered by facsimile or e-mail transmission to the parties hereto as follows:
If to the Representative, then to:
The Benchmark Company, LLC
150 East 58th St., 17th Floor
New York, NY 10155 Attn: John
J. Borer III
Email: jborer@benchmarkcompany.com
With a copy (which shall
not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st
Floor
New York, NY 10036
Attn: Darrin M. Ocasio, Esq.
Email: DMOcasio@SRFC.LAW
If to the Company:
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia
Attention: Simon Szewach, Executive Chairman
With copies (which shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Richard I. Anslow, Esq.
Email: ranslow@egsllp.com
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
Section 13. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal assigns, and no other
person will have any right or obligation hereunder.
Section 14. Partial Unenforceability.
The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.
Section 15. Governing Law;
Venue; Agent for Service; Waiver of Jury Trial. This Agreement shall be deemed to have been made and delivered in New York and both
this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in
all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the
Underwriters and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or
the transactions contemplated hereby shall be instituted exclusively in courts located in New York, New York, or in the United States
District Court for the Southern District of New York, (ii) waives any objection which it may now or hereafter have to the venue of any
such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the courts located in County of New York, New York,
or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Underwriters
and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or
proceeding in the courts located in County of New York New York, or in United States District Court for the Southern District of New York
and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect
effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon an Underwriter mailed
by certified mail to such Underwriter’s address shall be deemed in every respect effective service process upon such Underwriter,
in any such suit, action or proceeding. The Company hereby appoints Puglisi & Associates, as its authorized agent (the “Authorized
Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon the Transaction Documents
or the transactions contemplated herein which may be instituted in any court referred to above. The Company hereby represents and warrants
that the Authorized Agent (i) is validly existing and can lawfully accept such services of process and (ii) has accepted such appointment
and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of
any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes
and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company
shall appoint, without unreasonable delay, another such agent in the United States, and notify the Representative of such appointment.
This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such
action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any
other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE AND AGREES NOT TO REQUEST A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
Section 16. General Provisions.
(a) This Agreement constitutes
the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations solely with respect to the subject matters hereof. Notwithstanding anything to the contrary set forth
herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter shall remain in
full force and effect. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts may be executed and delivered by electronic
means, which shall not impair such execution or delivery. This Agreement may not be amended or modified unless in writing and signed by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
(b) The Company acknowledges
and agrees that in connection with the Offering of the Securities: (i) the Underwriters have acted at arm’s length, is not an agent
of, and owes no fiduciary duties to the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations
set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to
the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary
duty in connection with the offering of the Offered Securities.
[The remainder of this page has been intentionally
left blank.]
If the foregoing is in accordance
with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become
a binding agreement in accordance with its terms.
| Very truly yours, |
|
| |
|
| GELTEQ LIMITED |
|
| |
|
| By: |
/s/ Nathan Givoni |
|
| |
Name: |
Nathan Givoni |
|
| |
Title: |
Chief Executive Officer |
|
The foregoing Underwriting Agreement is hereby
confirmed and agreed to of the date first above written.
| THE BENCHMARK COMPANY, LLC |
|
| |
|
| own capacity and as representative of the Underwriters |
| |
|
| By: |
/s/ John J. Borer III |
|
| |
Name: |
John J. Borer III |
|
| |
Title: |
Head of Investment Banking |
|
Schedule I
| Name | |
Number of Firm
Shares to be
Purchased | | |
Number of Option
Shares to be
Purchased | |
| The Benchmark Company, LLC | |
| 1,300,000 | | |
| 195,000 | |
| Total | |
| | | |
| | |
Schedule A
Lock-up Parties
| Lock-up Parties |
| David Golik |
| Jeffrey Markoff |
| Simon H. Szewach |
| Nathan J. Givoni |
| Anthony W. Panther |
| Prof. David Morton |
| Jeffrey W. Olyniec |
| Hon. Philip A. Dalidakis |
| DOMALINA PTY LTD ATF DOMALINA UNIT TRUST |
| ACK PROPRIETARY LIMITED ATF MARKOFF SUPERANNUATION FUND NO 2 |
| CHAPLIN INVESTMENTS PTY LTD ATF CHAPLIN INVESTMENTS TRUST |
| LORCH INVESTMENTS PTY LTD ATF LORCH INVESTMENTS TRUST |
| FF OKRAM PTY LTD ATF FF OKRAM TRUST |
| Legats Pty Ltd ATF Simon Szewach Family Trust |
| GIVONI INVESTMENTS PTY LTD ATF GIVONI INVESTMENTS FAMILY TRUST |
| CADDARLY PTY LTD ATF GOLIK FAMILY TRUST NO 2 |
Schedule B
Form of Lock-up Agreement
[_____________], 2024
The Benchmark Company, LLC
150 E 58th St
17th
Floor
New York, NY 10155
Attn: John J. Borer III, Co-Head of Investment Banking
Re: Proposed Public Offering by Gelteq Limited
Ladies and Gentlemen:
The undersigned, a stockholder
of Gelteq Limited, an Australian public limited company limited to shares (the “Company”), understands that The Benchmark
Company, LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering
(the “Offering”) of the Company’s ordinary shares (the “Securities”). In recognition of the
benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative,
during a period of up to six months from the date of the initial closing of the Offering (the “Lock-Up Period”), the
undersigned will not, without the prior written consent of the Representative, directly or indirectly (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any securities of the Company (collectively, the “Lock-Up Securities”), whether
now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition,
or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing
or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise.
The Representative may in
its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration
of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider,
among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being
requested and market conditions at the time.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative
as follows, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee,
trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not
required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned
does not otherwise voluntarily effect any public filing or report regarding such transfers:
(i) as a bona fide gift or gifts
(including but not limited to charitable gifts); or
(ii) to any member of the immediate
family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or
the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin); or
(iii) if the undersigned is
a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership,
limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under
the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any security convertible into or
exercisable for Ordinary Shares to limited partners, limited liability company members or stockholders of the undersigned; or
(iv) if the undersigned is a
trust, transfers to the beneficiary of such trust; or
(v) by will, other testamentary
document or intestate succession; or
(vi) by operation of law pursuant
to a qualified domestic order or in connection with a divorce settlement.; or
(vii) pursuant to a trading
plan established pursuant to Rule 10b5-1 of the Exchange Act.
The undersigned further agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the
Lock-Up Period, it will give notice thereof to the Representative and will not consummate such transaction or take any such action unless
it has received written confirmation from the Company that the Lock-Up Period has expired.
The undersigned understands
that, if the Offering shall terminate or be terminated prior to payment for and delivery of the Securities, the undersigned shall be released
from all obligations set forth herein.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the Lock-Up Securities except in compliance with the foregoing restrictions.
The undersigned, whether or
not participating in the Offering, understands that the Representative is proceeding with the Offering in reliance upon this lock-up agreement.
This lock-up agreement shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
| Very truly yours, |
|
| |
|
| |
|
| (Name - Please Print) |
|
| |
|
| |
|
| (Signature) |
|
[Signature Page to Lock-Up Agreement]
Exhibit 4.1
Representative’s Warrant
THE REGISTERED HOLDER OF THIS
PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE COMMENCEMENT
OF SALES OF ORDINARY SHARES IN THE OFFERING (AS DEFINED BELOW): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT
TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF THE BENCHMARK COMPANY, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED
HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE
THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF
THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).
THIS PURCHASE WARRANT IS NOT
EXERCISABLE PRIOR TO April 22, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, October 22, 2029.
ORDINARY SHARES PURCHASE WARRANT
For the Purchase of 91,000 Ordinary Shares Of
GELTEQ LIMITED
1. Purchase Warrant. THIS CERTIFIES THAT,
pursuant to that certain Underwriting Agreement by and between Gelteq Limited, an Australian public limited company limited to shares
(the “Company”) and The Benchmark Company, LLC (“Benchmark”), dated October 28, 2024 (the “Underwriting
Agreement”), Benchmark (in such capacity with its permitted successors or assigns, the “Holder”), as registered
owner of this Purchase Warrant, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time or from time to time from April 22, 2025 (the “Commencement Date”), and at or before 5:00 p.m.,
Eastern time, October 22, 2029 (the “Expiration Date,”) which such date is five (5) years from the commencement of
sales of the initial public offering contemplated by the Underwriting Agreement (the “Offering”) under the registration
statement on Form F-1 (Registration No. 333-280804) of the Company (the “Registration Statement”), but not thereafter,
to subscribe for, purchase and receive, in whole or in part, up to 91,000 Ordinary Shares of the Company, no par value (the “Shares”),
subject to adjustment as provided in Section 5 hereof. This Purchase Warrant is not exercisable or convertible for more than five
years from the commencement of sales of Ordinary Shares in the Offering. If the Expiration Date is a day on which banking institutions
are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day that is not
such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the
Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $5
per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified
in Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares
to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed
thereto in the Underwriting Agreement.
2. Exercise.
2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A (the “Exercise Form”)
must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price
for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check or official bank check to the order of the Company. If the subscription rights represented hereby shall not be exercised
at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.
2.2 Cashless Exercise.
In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1
above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised),
by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to Holder,
Shares in accordance with the following formula:
| Where, |
X = The number of Shares to be issued to Holder; |
| |
Y = The number of Shares for which the Purchase Warrant is being exercised; |
| |
A = The fair market value of one Share; and |
| |
B = The Exercise Price. |
For purposes of this Section
2.2, the fair market value means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary
Shares are then listed or quoted on a Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading
day on such Eligible Market during the five trading days preceding the exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the
value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB or OTCQX on which the Ordinary Shares
are then quoted during the five trading days preceding the exercise, as applicable, (c) if the Ordinary Shares are not then listed or
quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in the “Pink Sheets” published
by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC Markets
Group”, the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on which the
Ordinary Shares are then quoted during the five trading days preceding the exercise, or (d) in all other cases, the fair market value
of a Common Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.
2.3 Legend. Each certificate for
the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under
the Securities Act of 1933, as amended (the “Securities Act”):
“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF SIX (6) MONTHS FOLLOWING THE CLOSING OF THE
OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333- 280804) AND MAY NOT BE (A) SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN THE BENCHMARK COMPANY, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF THE BENCHMARK
COMPANY, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE
EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”
3. Transfer.
3.1 General Restrictions.
The Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder (or permitted assignees under FINRA
Rule 5110(e)(1)) will not for a period of one hundred eighty (180) days following the commencement of the sales of the Ordinary Shares
in connection with the Offering (the “Effective Date”) by the Securities and Exchange Commission (the “Commission”):
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant to anyone other than: (i) the Representative or an underwriter,
placement agent, or a selected dealer participating in the Offering, or (ii) officers or partners of Representative or of any such underwriter,
placement agent or selected dealer, each of whom in (i) and (ii) shall have agreed to the restrictions contained herein, in accordance
with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the
securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after that date that is one hundred eighty (180) days after
the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order
to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly
executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver
a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.
3.2 Restrictions Imposed
by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required
by law, the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption
from registration under Securities Act and applicable state securities laws, or (ii) a registration statement or post-effective amendment
to the Registration Statement relating to the offer and sale of such securities that includes a current prospectus has been filed and
declared effective by the Commission and compliance with applicable state securities law has been established.
4. New Purchase Warrants to be Issued.
4.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in
part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.
4.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and
of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like
tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.
5. Adjustments.
5.1 Adjustments
to Exercise Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject
to adjustment from time to time as hereinafter set forth:
5.1.1 Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 5.1.3 below, the number of outstanding Shares
is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof,
the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price
shall be proportionately decreased.
5.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 5.1.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof,
the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price
shall be proportionately increased.
5.1.3 Replacement of
Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change
covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of
any share reconstruction or amalgamation or merger or consolidation of the Company with or into another corporation (other than a consolidation
or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation
or merger, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company
obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change
in Shares covered by Section 5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1,
Section 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, mergers or consolidations, sales or other transfers.
5.1.4 Changes in Form
of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase
Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation
thereof.
5.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or
into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation or merger shall
execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase Warrant
might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such
supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
5. The above provision of this Section 5 shall similarly apply to successive consolidations or share reconstructions or amalgamations
or mergers.
5.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares
or other securities, properties or rights.
6. Reservation and Listing. The Company
shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of this Purchase
Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants
and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby,
all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of this Purchase Warrant and payment
of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid
and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the
Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.
7. Registration.
7.1 Piggyback Registration.
The issuance of the Purchase Warrant and the Shares has been registered on the Registration Statement. The Company shall file periodic
filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission.
To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant
and for a period of no more than five (5) years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D),
whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or for the account
of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or
(B) pursuant to a registration made on Form F-4, or any successor forms then in effect) at any time and the registration form to be used
may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”)
as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Holder the
opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt
of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company
may delay any such notice to the Holder, including until after filing a registration statement, so long as the Holder has the same amount
of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company shall
cause such Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Shares requested to be included in a Piggyback Registration on the same
terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Shares in accordance
with the intended method(s) of distribution thereof; provided, however, that if, solely in connection with any primary underwritten public
offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation
on the number of Ordinary Shares which may be included in the registration statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated
to include in such registration statement only such limited portion of the Shares with respect to which the Holder requested inclusion
hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggyback Registration.
7.2 Demand Registration. Unless
all of the Shares are included in an effective registration statement with a current prospectus, the Company, upon written demand (“Demand
Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or the underlying securities (“Majority Holder(s)”),
agrees to register on two occasions, all or any portion of the remaining Ordinary Shares as requested by the Majority Holder(s) in the
Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least
51% of the outstanding Shares. On such occasion, the Company will file a new registration statement or a post-effective amendment to the
Registration Statement covering the Shares within sixty (60) days after receipt of the Demand Notice and use its commercially reasonable
efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand
for registration may be made at any time after one (1) year from the commencement of sales of the Offering, but no later than five (5)
years from the commencement of sales of the Offering. The Company covenants and agrees to give written notice of its receipt of any Demand
Notice by any Holder(s) to all other registered Holders of the Purchase Warrant and/or the Shares within ten (10) days from the date of
the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their
desire to have their Shares included in the Registration Statement. The Company shall bear all fees and expenses attendant to registering
the Shares upon the first Demand Notice, including the reasonable expenses of any legal counsel selected by the Holders to represent them
in connection with the sale of the Shares, but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear
all fees and expenses attendant to registering the Shares upon the second Demand Notice. The Company agrees to use its commercially reasonable
efforts to qualify or register the Shares in such States as are reasonably requested by the Majority Holder(s); provided, however, that
in no event shall the Company be required to register the Shares in a State in which such registration would cause (i) the Company to
be obligated to qualify to do business in such State or execute a general consent to service of process, or would subject the Company
to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated
to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 7 to remain effective for a period of twelve (12) consecutive months from the
effective date of such registration statement or post-effective amendment or until the Holders have completed the distribution of the
Shares included in the Registration Statement, whichever occurs first. If (i) in the good faith judgment of the Board, filing a registration
statement pursuant to Section 7 would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential
to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed
by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration
statement, then the Company shall have the right to defer such filing on two occasions for an aggregate of not more than one hundred and
twenty (120) days in any twelve-month period. The Company is only required to use its commercially reasonable efforts to cause a registration
statement covering issuance of the Shares underlying the Purchase Warrant to be declared effective, and once effective, only to use its
commercially reasonable efforts to maintain the effectiveness of the registration statement. The Company will not be obligated to deliver
securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at
the time of exercise. Additionally, in no event is the Company obligated to settle any Purchase Warrant, in whole or in part, for cash
in the event it is unable to register the Shares.
8. Certain Notice Requirements.
8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.
If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section
8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior
to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.
8.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of
its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation or merger) or a sale of all or substantially
all of its property, assets and business shall be proposed.
8.3 Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5
hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.
8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been
duly made (1) when hand delivered, (2) when mailed by express mail or private courier service or (3) when the event requiring notice is
disclosed in all material respects and filed in a current report on Form 8-K (or similar report of the Company required of foreign private
issuers) or in a definitive proxy statement on Schedule 14A prior to the Notice Date: (i) if to the registered Holder of the Purchase
Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such
other address as the Company may designate by notice to the Holders:
If to the Holder:
The Benchmark Company, LLC
150 E 58th St # 17
New York, NY 10155
Attn: John J. Borer III
Email: jborer@benchmarkcompany.com
With a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Attn: Darrin M. Ocasio Esq. Email: DMOcasio@SRFC.LAW
If to the Company:
Gelteq Limited Level 4
100 Albert Road
South Melbourne VIC, 3025 Australia
Attention: Nathan Givoni, Chief Executive Officer
with copies (which shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor New York, NY 10105
Attn: Richard I. Anslow, Esq. Email: ranslow@egsllp.com
9. Miscellaneous.
9.1 Amendments. The
Company and Benchmark may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Benchmark may deem necessary
or desirable and that the Company and Benchmark deem shall not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is
sought.
9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Warrant.
9.3 Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase
Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
9.5 Governing Law;
Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the courts
located in Los Angeles, California, or in the United States District Court located in Los Angeles, California, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.6 Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right
of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.7 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete
exercise of this Purchase Warrant by Holder, if the Company and Benchmark enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.
9.8 Execution in Counterparts.
This Purchase Warrant may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of October 30, 2024.
| GELTEQ LIMITED |
|
| |
|
|
| By: |
/s/ Nathan Givoni |
|
| |
Name: |
Nathan Givoni |
|
| |
Title: |
CEO |
|
EXHIBIT A
Form to be used to exercise Purchase Warrant:
Date:________, 20 _____
The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ________ Shares of Gelteq Limited, a company incorporated in the State of Victoria, Australia
(the “Company”) and hereby makes payment of $___ (at the rate of $___ per Share) in payment of the Exercise Price pursuant
thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if
applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.
or
The undersigned hereby elects
irrevocably to convert its right to purchase _____ Shares under the Purchase Warrant for ____ Shares, as determined in accordance with
the following formula:
X = Y(A-B)
A
| Where, |
X = |
The number of Shares to be issued to Holder; |
Y = The number of Shares for which the Purchase Warrant is being exercised;
A = The fair market value (defined in Section 2.2 of the Purchase Warrant) of one Share which is equal to $ ___; and B = The Exercise Price which is equal to $ ____ per share
The undersigned agrees and
acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation
shall be resolved by the Company in its sole discretion.
Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been exercised.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Delivery of Warrant Shares.
The Company shall deliver to Holder, or its designee or agent as specified below, ______ Warrant Shares in accordance with the
terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:
☐
Check here if requesting delivery as a certificate to the following name and to the following address:
☐
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
| DTC Participant: |
|
| DTC Number: |
|
| Account Number: |
|
Date: ___________________ ,
| |
|
| Name of Registered Holder |
|
Tax ID: _________________
Electronic Mail : _____________
EXHIBIT B
Form to be used to assign Purchase Warrant:
(To be executed by the registered Holder to effect a transfer
of the within Purchase Warrant):
FOR VALUE RECEIVED, does hereby
sell, assign and transfer unto the right to purchase shares of Gelteq Limited, a company incorporated in the State of Victoria, Australia
(the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on
the books of the Company.
Dated: _______________ , 20_________________
Signature
NOTICE: The signature to this
form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change
whatsoever.
Exhibit 99.1
Gelteq Limited Prices US$5.2 Million Initial
Public Offering
Company anticipates commencement of trading
on Nasdaq effective October 29, 2024 under the symbol “GELS”
New York, New York – October 28, 2024 –
Gelteq Limited (“Gelteq” or the “Company”), a global biotechnology company that specializes in the formulation,
development, and manufacturing of ingestible gel technology, announced today that it has priced its initial public offering of 1,300,000
ordinary shares of the Company at a public offering price of US$4.00 per share. The shares have been approved for listing on the Nasdaq
Capital Market (“Nasdaq”). Trading on Nasdaq is expected to begin on October 29, 2024 under the symbol “GELS.”
The gross proceeds from the offering, before deducting
underwriting fees and other offering expenses payable by the Company, are expected to be US$5.2 million. The offering is expected
to close on or about October 30, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the
net proceeds from the offering for various purposes, including funding certain manufacturing, marketing and research and development activities.
The Benchmark Company, LLC is acting as the lead
managing underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 195,000
shares solely to cover any over-allotments.
A registration statement on Form F-1 (File No.
333-280804) relating to the offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September
30, 2024. The offering is being made only by means of a prospectus. A final prospectus relating to the offering has been filed with the
SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained
by contacting The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, New York 10155, at (212) 312-6700, or
by email at prospectus@benchmarkcompany.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Gelteq Inc.
Headquartered in Melbourne, Australia, Gelteq
is a global biotechnology company that specializes in the formulation, development, and manufacturing of an innovative ingestible
gel platform designed for nutrient and drug delivery. The Company is focused on advancing and commercializing its delivery solutions
within five core verticals: pharmaceuticals, over-the-counter medications, nutraceuticals, animal medications, and sports nutrition. Gelteq’s
unique formulation directly addresses the issues associated with traditional drug delivery methods such as difficulty swallowing,
taste of unpalatable ingredients, and dosage control. For more information, visit www.gelteq.com.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the
net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that
the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement
and prospectus for the offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contact:
CORE IR
516-222-2560
PR@gelteq.com
Exhibit 99.2
Gelteq Limited Closes US$5.2 Million Initial
Public Offering
New York, New York – October 30, 2024 –
Gelteq Limited (“Gelteq” or the “Company”), a global biotechnology company that specializes in the formulation,
development, and manufacturing of ingestible gel technology, announced today the closing of its initial public offering of 1,300,000 ordinary
shares at a public offering price of US$4.00 per share. The ordinary shares commenced trading on the Nasdaq Capital Market on October
29, 2024 under the symbol “GELS.”
The gross proceeds from the offering, before deducting
underwriting fees and other offering expenses payable by the Company, were US$5.2 million. The Company intends to use the net proceeds
from the offering for various purposes, including funding certain manufacturing, marketing and research and development activities.
The Benchmark Company, LLC acted as the lead managing
underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 195,000 ordinary
shares solely to cover any over-allotments.
A registration statement on Form F-1 (File No.
333-280804) relating to the offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September
30, 2024. The offering is being made only by means of a prospectus. A final prospectus relating to the offering was filed with the SEC.
Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by
contacting The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, New York 10155, at (212) 312-6700, or by
email at prospectus@benchmarkcompany.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Gelteq Inc.
Headquartered in Melbourne, Australia, Gelteq
is a global biotechnology company that specializes in the formulation, development, and manufacturing of an innovative ingestible
gel platform designed for nutrient and drug delivery. The Company is focused on advancing and commercializing its delivery solutions
within five core verticals: pharmaceuticals, over-the-counter medications, nutraceuticals, animal medications, and sports nutrition. Gelteq’s
unique formulation directly addresses the issues associated with traditional drug delivery methods such as difficulty swallowing,
taste of unpalatable ingredients, and dosage control. For more information, visit www.gelteq.com.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given
that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of
which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and prospectus for the offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contact:
CORE IR
516-222-2560
PR@gelteq.com
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