UNDERWRITING AGREEMENT between ALCOBRA LTD. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ALCOBRA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2013 • Alcobra Ltd. • Pharmaceutical preparations • New York
The undersigned, Alcobra Ltd., a corporation incorporated under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Alcobra Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SALES AGREEMENTSales Agreement • October 15th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
Arcturus Therapeutics Ltd., an Israeli company (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
6,500,000 Ordinary Shares Alcobra Ltd. Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • January 9th, 2015 • Alcobra Ltd. • Pharmaceutical preparations • New York
Alcobra Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,500,000 (the “Firm Shares”) Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 975,000 additional Ordinary Shares on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
LEASE AGREEMENTLease Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 4th day of October, 2017, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
6,175,000 Ordinary Shares Alcobra Ltd. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2015 • Alcobra Ltd. • Pharmaceutical preparations • New York
Alcobra Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,175,000 (the “Firm Shares”) Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 926,250 additional Ordinary Shares on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
Number of Firm Shares] Shares ALCOBRA LTD. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2013 • Alcobra Ltd. • Pharmaceutical preparations • New York
Alcobra, Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of ________________ ordinary shares (the “Firm Shares”), par value NIS 0.01 per share, of the Company (“Ordinary Shares”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional _______________ Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
ARCTURUS THERAPEUTICS LTD. 2018 OMNIBUS EQUITY INCENTIVE PLANArcturus Therapeutics Ltd. • July 27th, 2018 • Pharmaceutical preparations • Delaware
Indemnification AgreementIndemnification Agreement • February 19th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This Indemnification Agreement (this "Agreement") is made as of ___________, 2013, by and between Alcobra Ltd., a company organized and existing under the laws of Israel (the "Company") and ____________ I.D. No / Passport No ____________ ("Indemnitee").
License AgreementLicense Agreement • July 10th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“Agreement”‘) is made as of this 28th day of November, 2012 (“Effective Date”), by and between Protiva Biotherapeutics Inc., a British Columbia corporation (“Protiva”), and Marina Biotech, Inc., a Delaware corporation (“Marina”). Protiva and Marina are each referred to individually as a “Party” and together as the “Parties.”
ARCTURUS THERAPEUTICS HOLDINGS INC. 2019 OMNIBUS EQUITY INCENTIVE PLAN (Effective June 10, 2019)Arcturus Therapeutics Ltd. • June 21st, 2019 • Pharmaceutical preparations • Delaware
Employment AgreementEmployment Agreement • October 22nd, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is made and entered into as of June 1, 2013, by and between Alcobra Ltd., an Israeli corporation with its principal place of business at 35 Ehad Ha’Ham St., Tel-Aviv, Israel (the “Company”), and Hanna Ron, ID number 60083433, of Ha’ Oren st. Magshimim, 56910, Israel (the “Employee”, and together with the Company, the “Parties”).
AMENDED AND RESTATED Joint venture, research COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 10th, 2019 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • California
This Amended and Restated Joint Venture, Research Collaboration And License Agreement (this “Agreement”) is entered into as of July ___, 2018 (the “Restatement Date”), by and between Providence Therapeutics Inc., a corporation incorporated under the laws of Alberta, Canada having a registered address at MaRS Centre, West Tower, 661 University Ave, Suite 1300, Toronto, Ontario, Canada (“Providence”), and Arcturus Therapeutics, Inc., a Delaware corporation with its principal place of business located at 10628 Science Center Drive, Suite 250, CA 92121, USA (“Arcturus”). Arcturus and Providence are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Development and Option AgreementDevelopment and Option Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
This Development and Option Agreement (this "Agreement"), dated as of 1 January 2018 (the "Effective Date"), is made by and between CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tübingen, Germany ("CureVac"), and Arcturus Therapeutics Inc., a Delaware corporation with offices at 10628 Science Center Drive # 200, San Diego, CA 92121, USA ("Arcturus"). Each of CureVac and Arcturus may be referred to herein as a "Party" or together as the "Parties".
VOTING TRUST AGREEMENTVoting Trust Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • Delaware
This Voting Trust Agreement (this “Agreement”) is made and entered into effective for all purposes and in all respects as of February 11, 2018 by and among (i) Arcturus Therapeutics Ltd., an Israeli company, or its successors and assigns (the “Company”), (ii) Padmanabh Chivukula (the “Shareholder”), and (iii) the then-acting Principal Executive Officer (defined below) of the Company (the “Trustee”), who shall initially be Mark Herbert.
ContractAlcobra Ltd. • June 12th, 2017 • Pharmaceutical preparations
Reference is made to: (i) the agreement (the “Settlement Agreement”) between Alcobra Ltd. (the “Company”) and Brosh Capital Partners L.P. (formerly named Exodus Capital L.P.), Brosh Capital L.P., Amir Efrati and Asaf Frumerman, of May 5, 2017, which was also approved by the Economic Division of the District Court of Tel Aviv (the “Court”), and (ii) the letter from Brosh Capital Partners L.P. to the Company, dated May 11, 2017 (the “Request Letter”). Brosh Capital Partners L.P., together with Brosh Capital L.P., Amir Efrati and Asaf Frumerman are referred to as the “Brosh Group”.
Addendum to Services AgreementServices Agreement • January 14th, 2013 • Alcobra Ltd.
This addendum (the “Addendum”), dated December 20, 2012 and effective June 1, 2010 (the “Effective Date”), is made by and between Alcobra Ltd., a company incorporated under the laws of the State of Israel (“Company”), and Top-notch Consulting 2009 Ltd., a company incorporated under the laws of the State of Israel (“Service Provider”).
EMPLOYMENT AGREEMENT ANDEmployment Agreement • April 25th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
Now therefore, in considerations of the mutual promises and agreements, the parties hereto agree, declare and stipulate as follows:
SERVICES AGREEMENTServices Agreement • April 5th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This Services Agreement (the “Agreement”) is made as of the 1st day of March, 2008, by and between Alcobra Ltd., maintaining its principal place of business at 53 Hashalom Rd., Givatayim (the “Company”) and Mr. Udi Gilboa (or an entity in his control), Residing at 30th Golani St, Ramat Gan (the “Consultant”).
Research and exclusive LICENSE AGREEMENTResearch and Exclusive License Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • California
This Research and Exclusive License Agreement (“Agreement”) is entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), and Synthetic Genomics, Inc., a Delaware corporation (“SGI”) and effective October 24, 2017 (“Effective Date”). SGI and Arcturus may each be referred to herein individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants and promises set forth in this Agreement, the Parties agree as follows:
COVERSHEET RESEARCH AGREEMENTResearch Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
Arcturus Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, USA and having its registered office at 10628 Science Center Drive Suite 200, San Diego, California 92121, USA (“Arcturus”) and Millennium Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized and existing under the laws of Delaware and having it registered office at 40 Landsdowne Street. Cambridge, MA 02139 (“Takeda”) agree as follows:
Form of Representative’s Warrant AgreementAlcobra Ltd. • April 25th, 2013 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ALCOBRA LTD. an Israeli company; ALEPH MERGERSUB, INC., and ARCTURUS THERAPEUTICS, INC. Dated as of September 27, 2017Agreement and Plan of Merger and Reorganization • September 28th, 2017 • Alcobra Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 27, 2017, by and among ALCOBRA LTD., an Israeli company (“Alcobra”), ALEPH MERGERSUB INC., a Delaware corporation (“Merger Sub”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Arcturus”). Alcobra, Merger Sub and Arcturus may each be referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
RESEARCH COLLABORATION AND LICENSE AGREEMENT Between Arcturus Therapeutics, Inc. And Janssen Pharmaceuticals, Inc.Research Collaboration and License Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
This research collaboration and license Agreement (this “Agreement”) is dated October 18, 2017 (the “Effective Date”), and is between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), and Janssen Pharmaceuticals, Inc., a Delaware corporation (“JPI”). Each of Arcturus and JPI may be referred to herein individually as a “Party” and collectively as the “Parties”.
ARCTURUS THERAPEUTICS, INC., a DELAWARE CORPORATION WESTERN ALLIANCE BANK, an arizona corporation LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of October 12, 2018 by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”).
CONSULTING AGREEMENTConsulting Agreement • January 14th, 2013 • Alcobra Ltd. • New York
This consulting agreement (the "Agreement") is effective as of November, 2010 (the "Effective Date"), by and among Alcobra Ltd., an Israeli company, of 65 Rothschild Ave, Tel Aviv, Israel (the "Company") and Adler Consulting LLC, of 98 Farbrook Drive, Short Hills, NJ 07078 (the "Consultant").
RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • May 14th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • California
This Research Collaboration and License Agreement (this “Agreement”) is entered into as of October 26, 2015 (the “Effective Date”) by and between Ultragenyx Pharmaceutical Inc., a Delaware corporation having an address at 60 Leveroni Court, Novato, CA 94949 (“Ultragenyx”), and Arcturus Therapeutics, Inc. a Delaware corporation having an address at 10628 Science Center Drive, Suite 200, San Diego, CA 92121 (“Arcturus”). Arcturus and Ultragenyx are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND RELEASEAgreement and Release • May 29th, 2018 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations
This Agreement and Release (this “Agreement”) is made and entered into as of the Agreement Date (defined below), by and among Arcturus Therapeutics Ltd. (the “Company”), Arcturus Therapeutics, Inc., a wholly-owned subsidiary of the Company (“THI”), Stuart Collinson (“Collinson”), Craig Willett (Willett”), Daniel Geffken (“Geffken”), David Shapiro (“Shapiro”), Joseph Payne (“Payne”), Padmanabh Chivukula (“Chivukula”), Mark Herbert (“Herbert”) and Rebecque Laba (“Laba”) (each a “Party” to this Agreement, and together, they are referred to the “Parties”). This date of this Agreement is the last date this Agreement is signed by the respective Parties (the “Effective Date”).
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • March 18th, 2019 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • New York
This Research Collaboration Agreement is entered into and effective as of March 8, 2019 (the “Effective Date”), by and between Arcturus Therapeutics, Inc. (“Arcturus”), a Delaware corporation, having offices at 10628 Science Center Drive, Suite 250, San Diego, CA 92121 and MILLENNIUM PHARMACEUTICALS, INC. (“Takeda”), a wholly owned subsidiary of Takeda Pharmaceutical Company Limited and a Delaware corporation organized under the laws of Delaware, having offices at 40 Landsdowne Street, Cambridge, MA 02139, collectively the “Parties” and respectively the “Party”.
THIRD AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • June 20th, 2019 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations
This THIRD AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT (the “Third Amendment”) is effective as of June 18, 2019 (“Third Amendment Effective Date”), by and between ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation having an address at 60 Leveroni Court, Novato, CA, 94949 (“Ultragenyx”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation having an address at 10628 Science Center Drive, Suite 250, San Diego, CA 92121 (“Arcturus”), and, solely for purposes of Section 5(b), ARCTURUS THERAPEUTICS HOLDINGS INC, a Delaware Corporation (“Arcturus Parent”), and amends that certain Research Collaboration and License Agreement between the Parties, dated October 26, 2015, as amended on October 17, 2017 and April 20, 2018 (the “License Agreement”).
Addendum I to Services AgreementI to Services Agreement • April 5th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This addendum (the “Addendum”), dated as of March 14, 2013, is made by and between Alcobra Ltd., a company incorporated under the laws of the State of Israel with its principal office at 35 Ehad Ha’am St., Tel Aviv, Israel (“Company”), and Mr. Udi Gilboa, Israeli ID 022513659 (“Consultant”) (each a “Party”, and together the “Parties”).
REGISTRATION RIGHTS AGREEMENT by and between ARCTURUS THERAPEUTICS HOLDINGS INC. and ULTRAGENYX PHARMACEUTICAL INC. Dated as of June 18, 2019Registration Rights Agreement • June 20th, 2019 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2019, is by and between Arcturus Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Ultragenyx Pharmaceutical Inc., a Delaware corporation (the “Investor”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 20th, 2019 • Arcturus Therapeutics Ltd. • Pharmaceutical preparations • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made as of June 18, 2019, by and among Ultragenyx Pharmaceutical Inc., a Delaware corporation (the “Investor”), Arcturus Therapeutics Ltd., an Israeli incorporated company (“Arcturus-Israel”), and Arcturus Therapeutics Holdings Inc., a newly incorporated Delaware corporation (“Arcturus-Delaware”).
ALCOBRA LTD. Convertible Loan AgreementConvertible Loan Agreement • February 19th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This Convertible Loan Agreement (the “Agreement”), dated [_____], and effective [_____], is made and entered between Alcobra Ltd., an Israeli company (“Company”), and [_____] (“Lender”).
Addendum I to Services AgreementI to Services Agreement • April 5th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
This addendum (the “Addendum”), dated as of March 14, 2013, is made by and between Alcobra Ltd., a company incorporated under the laws of the State of Israel with its principal office at 35 Ehad Ha’am St., Tel Aviv, Israel (“Company”), and Dr. Dalia Megiddo, Israeli ID 050694348 (“Consultant”) (each a “Party”, and together the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2013 • Alcobra Ltd. • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into as of July 25, 2013 (the “Effective Date”) by and between Alcobra Inc., a Delaware corporation (“Alcobra”), and Dr. Jonathan Rubin, of 81 Boot Road, Newtown Square, PA 19073 (“you”).
