ORDINARY SHARE PURCHASE WARRANT Vascular Biogenics Ltd.Vascular Biogenics Ltd. • May 12th, 2020 • Pharmaceutical preparations
THIS ORDINARY SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 11, 2021 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vascular Biogenics Ltd., a company organized under the laws of Israel (the “Company”), up to ______ Ordinary Shares, NIS 0.01 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2020 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2020, between Vascular Biogenics Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2021 • Vascular Biogenics Ltd. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, by and between Vascular Biogenics Ltd, a company organized and existing under the laws of the State of Israel, company number 512899766 (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Ordinary Share Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Form of SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • June 27th, 2018 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2018, between Vascular Biogenics Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Vascular Biogenics Ltd. Ordinary Shares EQUITY DISTRIBUTION AGREEMENT Dated: December 1, 2016Equity Distribution Agreement • December 1st, 2016 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENT SMOpen Market Sale Agreement • February 11th, 2022 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
VASCULAR BIOGENICS LTD. ORDINARY SHARES EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 17th, 2019 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
Ÿ] Ordinary Shares Vascular Biogenics Ltd. Ordinary Shares (NIS 0.01 Nominal Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 30th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., an Israeli company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as the representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [•] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
2,500,000 Ordinary Shares Vascular Biogenics Ltd. EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., an Israeli company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as the representative (the “Representative”) an aggregate of 2,500,000 shares (the “Shares”) of the Company’s ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”). The amount of the Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto.
2,500,000 Ordinary Shares and Warrants to Purchase 1,250,000 Ordinary Shares Vascular Biogenics Ltd. EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2015 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., an Israeli company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as the representative (the “Representative”) (i) an aggregate of 2,500,000 shares (the “Shares”) of the Company’s ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”) and (ii) warrants of the Company to purchase an aggregate of 1,250,000 Ordinary Shares in the form set forth in Exhibit B (the “Warrants”). The respective amounts of the Shares and Warrants to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. Each Share is being sold together with a Warrant to purchase 0.5 of an Ordinary Share at an exercise price of $7.50 per whole Ordinary Share.
MATERIAL TRANSFER AND CONFIDENTIALITY AGREEMENTMaterial Transfer and Confidentiality Agreement • July 18th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
Crucell Holland B.V., a dutch Company with offices located at Archimedesweg 4, 2333 CN, Leiden, the Netherlands, hereinafter referred to as “CRUCELL”; and
AMENDED AND RESTATED INVESTOR RIGHTS’ AGREEMENTInvestors’ Rights Agreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into this 13th day of March, 2008 by and between VASCULAR BIOGENICS LTD., an Israeli private company No. 51-289976-6 (the “Company”), the holders of Series A Preferred Shares of the Company, NIS 0.01 par value each (the “Preferred A Shares” and “Preferred A Shareholders” respectively), the holders of Series B Preferred Shares of the Company (the “Preferred B Shares” and “Preferred B Shareholders” respectively), the holders of Series C Preferred Shares of the Company ((the “Preferred C Shares” and “Preferred C Shareholders” respectively), and the holders of Series D Preferred Shares of the Company (the “Preferred D Shares” and “Preferred D Shareholders” respectively). The Preferred A Shareholders, Preferred B Shareholders, Preferred C Shareholders and Preferred D Shareholders, shall be referred to herein as the “Preferred Shareholders” and the Preferred A Shares, Preferred B Shares, Preferred C Shares an
Ordinary Shares Vascular Biogenics Ltd. Ordinary Shares (NIS 0.01 Nominal Value) EQUITY UNDERWRITING AGREEMENTVascular Biogenics Ltd. • July 29th, 2014 • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., an Israeli company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
CRUCELL HOLLAND B.V. – VASCULAR BIOGENICS LTD. COMMERCIAL GENE THERAPY LICENSE AGREEMENTCommercial Gene Therapy License Agreement • July 18th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
This Commercial Gene Therapy License Agreement (“Agreement”) is made and entered into on April 15, 2011 (“EFFECTIVE DATE”) by and between:
TECHNICAL AGREEMENT ON THE MANUFACTURE OF CAPSULES for VASCULAR BIOGENICSTechnical Agreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
VASCULAR BIOGENICS, LTD. SUPPORT AGREEMENTSupport Agreement • May 11th, 2023 • Vascular Biogenics Ltd. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of February [21], 2023, is made by and among Vascular Biogenics Ltd., an Israeli corporation (“Vibrant”), Notable Labs, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Shareholder”) of share capital (the “Shares”) of Vibrant.
AGREEMENTAgreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
Tel Hashomer - Medical Research, Infrastructure and Services Ltd., a private company duly incorporated under the laws of the State of Israel having its registered office at Tel Hashomer, Israel, 52621, represented by its authorized representatives (“THM”); and
TECHNICAL AGREEMENT ON THE MANUFACTURE OF CAPSULES VB-201 for VASCULAR BIOGENICSTechnical Agreement • July 18th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONNotable Labs, Ltd. • November 29th, 2023 • Pharmaceutical preparations
On February 22, 2023, Vascular Biogenics Ltd. (“VBL” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”) among VBL, Notable Labs, Inc. (“Notable”) and Vibrant Merger Sub, Inc., VBL’s direct, wholly-owned subsidiary (“Merger Sub”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Notable merged with and into Merger Sub at the effective time (“Effective Time”), with Notable continuing after the merger as the surviving corporation and VBL’s wholly-owned subsidiary (such transaction, the “Merger”). The Merger was intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
CRUCELL HOLLAND B.V. – VASCULAR BIO GENICS LTD. COMMERCIAL GENE THERAPY LICENSE AGREEMENT COMMERCIAL GENE THERAPY LICENSE AGREEMENTCommercial Gene Therapy License Agreement • October 11th, 2017 • Vascular Biogenics Ltd. • Pharmaceutical preparations
This Commercial Gene Therapy License Agreement (“Agreement”) is made and entered into on April 15, 2011 (“EFFECTIVE DATE”) by and between:
AGREEMENTAgreement • July 18th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
Tel Hashomer - Medical Research, Infrastructure and Services Ltd., a private company duly incorporated under the laws of the State of Israel having its registered office at Tel Hashomer, Israel, 52621, represented by its authorized representatives (“THM”); and
MANUFACTURING SERVICES AGREEMENTStatement of Work • July 18th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations • England and Wales
This Manufacturing Services Agreement (the “Agreement”) is made as of January 5, 2012, (the “Effective Date”) between Lonza Houston, Inc., a Delaware corporation having its principal place of business at 8066 El Rio St., Houston, TX 77054 (“LHI”), and Vascular Biologics, Ltd., an Israeli corporation, having an office at 6 Jonathan Netanyahu St., Or Yehuda, Israel 60376 (“CLIENT”) (each of LHI and CLIENT, a “Party” and, collectively, the “Parties”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • January 15th, 2021 • Vascular Biogenics Ltd. • Pharmaceutical preparations
ORDINARY SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of January 14, 2021, by and between Vascular Biogenics Ltd, a company organized and existing under the laws of the State of Israel, company number 512899766 (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Release and Indemnification AgreementRelease and Indemnification Agreement • June 25th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
This Release and Indemnification Agreement (this “Agreement”) is made as of [ ], by and between Vascular Biogenics Ltd. (the “Company”) and [ ] (“Indemnitee”).
AGREEMENT This AGREEMENT is made the 1st day of June 2016Agreement • March 15th, 2018 • Vascular Biogenics Ltd. • Pharmaceutical preparations
Vascular Biogenics Ltd. registration number 51-289976-6 a company incorporated in Israel and having its principal place of business at 6 Yonni Netanyahu St. Or-Yehuda Israel (the “Customer”)
LEASE AGREEMENT (UNPROTECTED) Made out and signed in Or Yehuda on 6.10.2016Lease Agreement • March 27th, 2017 • Vascular Biogenics Ltd. • Pharmaceutical preparations
CLINICAL TRIAL AGREEMENT Protocol No. VB-201-079 EudraCT No. 2012-002763-10Clinical Trial Agreement • May 22nd, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
This means any untoward medical occurrence in a patient or clinical trial subject administered with a medicinal product and which does not necessarily have a causal relationship with the Project.
TECHNICAL AGREEMENT ON THE MANUFACTURE OF CAPSULES VB-201 for VASCULAR BIOGENICSTechnical Agreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • June 30th, 2023 • Vascular Biogenics Ltd. • Pharmaceutical preparations • Delaware
THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of February 22, 2023, by and among Notable Labs, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
AGREEMENTAgreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
THIS AGREEMENT is made and entered into as of this 24 day of January, 2010 by and between Vascular Biogenics Ltd., a company registered under the laws of the State of Israel (“VBL”) and Prof. Jacob George (“George”);
AMENDMENT TO CONFIDENTIAL TERM SHEET FOR PURCHASE AGREEMENTConfidential Term Sheet for Purchase Agreement • July 26th, 2023 • Vascular Biogenics Ltd. • Pharmaceutical preparations
This amended Term Sheet outlines the terms and conditions of an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which Vascular Biogenics Ltd. (or its successor entity) (“Seller”) would sell certain assets to Wellbeing Group LTD. or one of their assignees (“Purchaser”). Such terms and conditions amend and supersede any previously agreed terms and conditions. Following execution of this amended Term Sheet, Seller and Purchaser shall negotiate in good faith to enter into the Purchase Agreement.
DEVELOPMENT, COMMERCIALIZATION AND SUPPLY AGREEMENT DATED AS OF NOVEMBER 3, 2017 BY AND BETWEEN VASCULAR BIOGENICS LTD. AND NANOCARRIER CO., LTD.Certain Confidential • March 15th, 2018 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.
Unprotected lease AgreementUnprotected Lease Agreement • June 6th, 2014 • Vascular Biogenics Ltd. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • Vascular Biogenics Ltd. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made and entered into this 15th day of June, 2020 (the “Effective Date”) by and between Notable Labs, Inc., a Delaware corporation (“Company”), and Joseph Wagner (“Executive”).
5,150,265 Ordinary Shares Pre-Funded Warrants to Purchase 8,050,000 Ordinary Shares Vascular Biogenics Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2021 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
It shall be a condition to any transfer or distribution pursuant to each of the preceding clauses (a), (c) or (e) that (x) any such transfer shall not involve a disposition for value and (y) each resulting transferee or donee of Relevant Securities executes and delivers to you an agreement satisfactory to you in which such transferee agrees to be bound by the terms of this Agreement for the remainder of the Lock-Up Period.
