ADVANCED HUMAN IMAGING LTD. UNDERWRITING AGREEMENTAdvanced Human Imaging LTD • November 10th, 2021 • Services-prepackaged software • New York
The undersigned, Advanced Human Imaging Ltd., a company incorporated under the laws of Australia with Australian Company Number 602 111 115 (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Advanced Human Imaging Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Share
REPRESENTATIVE’S PURCHASE WARRANT ADVANCED HUMAN IMAGING LIMITEDAdvanced Human Imaging LTD • November 10th, 2021 • Services-prepackaged software • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advanced Human Imaging Limited, an Australian corporation with Australian Company Number 602 111 115 (the “Company”), up to _____ ordinary shares, no par value (the “Ordinary Shares”) represented by _______ American Depositary Shares (the “ADS”) as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
