SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2021 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2021, between Check-Cap Ltd., a company organized under the laws of the State 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”).
ORDINARY SHARE PURCHASE WARRANT CHECK-CAP LTD.Check-Cap LTD • March 3rd, 2022 • X-ray apparatus & tubes & related irradiation apparatus
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 March 3, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Check-Cap Ltd., an Israeli company (the “Company”), up to ______ Ordinary Shares, NIS 2.40 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 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2020, between Check-Cap Ltd., a company organized under the laws of the State 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2020 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2020, between Check-Cap Ltd., a company organized under the laws of the State 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 3rd, 2022 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2022, between Check-Cap Ltd., a company organized under the laws of the State 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”).
Check-Cap Ltd. [•] Units Each Unit Consisting of One Ordinary Share (NIS 0.20 Nominal Value) and One-Half of a Series A Warrant to Purchase One Ordinary Share Together with [•] Long Term Incentive Warrants to Purchase Ordinary Shares to be Issued with...Underwriting Agreement • February 17th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
Check-Cap Ltd., an Israeli company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of [•] units (the “Firm Units”) (the respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule A hereto), and, at the election of the Representative, up to all of the Option Units (as defined below) (the Firm Units and the Option Units that the Underwriters elect to purchaser are herein collectively called the “Units”). Each Unit consists of one ordinary share, par value NIS 0.20 nominal value, of the Company (each an “Ordinary Share” and collectively, the “Ordinary Shares”) and one-half of a warrant to purchase one Ordinary Share (each a “Series A Warrant” and collectively, the “Series A Warrants”). Each
Steven Urbach Chardan Capital Markets, LLCCheck-Cap LTD • August 12th, 2016 • X-ray apparatus & tubes & related irradiation apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Check-Cap Ltd. (the “Company”) and Chardan Capital Markets, LLC (“Chardan”) that Chardan shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company with a market value of up to Six Million Dollars ($6,000,000) (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Chardan would have the power or authority to bind the Company or that there is any obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Chardan to purchase the Securities and does not ensure the successful placement of the Securities or any portion there
2,738,472 Ordinary Shares Pre-Funded Warrants to Purchase 450,909 Ordinary Shares and Warrants to Purchase 3,189,381 Ordinary Shares Check-Cap Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2018 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
Check-Cap Ltd., an Israeli corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of (a) 2,738,472 ordinary shares (the “Firm Shares”), par value NIS 2.40 per share, of the Company (the “Ordinary Shares”) and (b) 450,909 pre-funded warrants to purchase 450,909 Ordinary Shares at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) 3,189,381 Series C warrants to purchase 3,189,381 Ordinary Shares (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 478,407 Ordinary Shares (the “Option Shares”) and/or Series C warrants to purchase up to an aggregate of 478,407 Ordinary Shares (the “Option Warrants” and, to
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2020 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2019, by and between Check-Cap Ltd., a company organized under the laws of the State 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”).
CREDIT LINE AGREEMENTCredit Line Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Credit Line Agreement (this "Agreement") is made as of the 20 day of August, 2014 (the "Effective Date"), by and between Check-Cap Ltd., an Israeli company number 51-425981-1, with offices at Abba Ushi Avenue, Isfiya 30090, Mount Carmel, Israel (the "Company") and each of the lenders identified in Exhibit A attached hereto (each, a "Lender" and together, the "Lenders" and each Lender and the Company separately, a "Party" and together, the "Parties").
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 25th, 2018 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
This Warrant Agent Agreement made as of April [●], 2018, is between Check-Cap Ltd., an Israeli company, with offices at Check-Cap Building, 29 Abba Hushi Avenue, Isfiya 3009000 Israel (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Warrant Agent”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 17th, 2023 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This STOCKHOLDER SUPPORT AGREEMENT, dated as of August 16, 2023 (this “Agreement”), by and among Keystone Dental Holdings, Inc., a Delaware corporation (“Keystone”), Check-Cap Ltd., an Israeli company (“Check-Cap”), and certain of the stockholders of Keystone whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
CHECK- CAP LTD. PREFERRED D2 WARRANT To purchase ______ Preferred D2 Shares (subject to adjustment) of Check-Cap Ltd. (the "Company") at a per share price and subject to the terms detailed below VOID AFTER 17:00 p.m. Israel Standard Time on the last...Preferred D2 Warrant • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS IS TO CERTIFY THAT, ____________________ (the "Holder"), is entitled to purchase from the Company, an aggregate of up to __________ (as may be adjusted hereunder) Preferred D2 Shares of the Company, nominal value NIS 0.01 per share (the "Warrant Shares"), at an aggregate purchase price of US$ __________, reflecting an exercise price of US$0.47135 (the "Exercise Price"), during the Warrant Period.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 17th, 2023 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 16, 2023 by and among Keystone Dental Holdings, Inc., a Delaware corporation (“Keystone”), Capstone Dental Pubco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Keystone (“PubCo”), Capstone Merger Sub Ltd., an Israeli company and a direct, wholly owned subsidiary of PubCo (“Israeli Merger Sub”), Capstone Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“U.S. Merger Sub” and, together with Israeli Merger Sub, the “Merger Subs”), and Check-Cap Ltd., an Israeli company (“Check-Cap”). Keystone, PubCo, the Merger Subs and Check-Cap are sometimes referred to individually as a “Party” and, collectively, as “Parties”.
WARRANT To purchase Ordinary Shares of: Check-Cap Ltd. VOID AFTER 24:00 p.m. (prevailing Israel Standard Time) On the last day of the Warrant Period (as defined below)Check-Cap LTD • December 23rd, 2014 • X-ray apparatus & tubes & related irradiation apparatus
WHEREAS, on or about May 11, 2010 Check-Cap Ltd. (the "Company") has granted Mr. Guy Neev options to purchase up to 1,995,475 Ordinary Shares par value NIS 0.01 each (the "Neev Options"); and
WARRANT AGREEMENT Check-Cap Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant AgentWarrant Agreement • February 17th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2015, is by and between Check-Cap Ltd., an Israeli company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • August 17th, 2023 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
SUPPORT AGREEMENTSupport Agreement • April 8th, 2024 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This SUPPORT AGREEMENT, dated as of April 5, 2024 (this “Agreement”), by and among EquityLine Alternate Assets GP Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“EquityLine”), Sergiy Shchavyelyev (“Sergiy”), the sole director of EquityLine and each of the other Check-Cap shareholders signatory hereto (each, a “Shareholder” and, collectively, the “Shareholders”), and Check-Cap Ltd., an Israeli company (“Check-Cap”).
CHECK- CAP LTD. PREFERRED D1 WARRANT To purchase _________ Preferred D1 Shares (subject to adjustment) of Check-Cap Ltd. (the "Company") at a per share price and subject to the terms detailed below VOID AFTER 17:00 p.m. Israel Standard Time on the...Preferred D1 Warrant • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS IS TO CERTIFY THAT, ________________ (the "Holder"), is entitled to purchase from the Company, an aggregate of up to ________ (as may be adjusted hereunder) Preferred D1 Shares of the Company, nominal value NIS 0.01 per share (the "Warrant Shares"), at an aggregate purchase price of US$ ________, reflecting an exercise price of US$0.37708 (the "Exercise Price"), during the Warrant Period.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Indemnification Agreement (this "Agreement") is made as of _________, 2014, by and between Check-Cap Ltd., a company incorporated under the laws of the State of Israel (the "Company") and Mr. _________, ID No. __________ ("Indemnitee").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS SHARE PURCHASE AGREEMENT (this "Agreement"), is made as of the 4th day of March, 2011 (the "Effective Date"), by and between Check Cap Ltd., an Israeli company (registered no. 514259811) having its main place of business at Abba Hushi Ave, Isfiya, Haifa, Israel (the "Company"), and each of the Investors identified in each of those Investor's Schedules attached hereto, (each an "Investor" and together the "Investors").
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholders' Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement"), is made as of October 14, 2014, by and among (i) Check-Cap Ltd. (company number 51-4259811), a company organized under the laws of the State of Israel (the "Company"), (ii) Pontifax (Cayman) II L.P., Pontifax (Israel) II L.P., and Pontifax (Israel) II - Individual Investors L.P. (collectively, "Pontifax"), (iii) the Shareholders listed in Schedule A hereto (together with Pontifax, the "Shareholders"), and (iv) the entities listed in Schedule B hereto (collectively, the "Lenders").
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 18th, 2021 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • Missouri
THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into this 26th day of February, 2021 (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having an office at The Technology Advancement Office, Mizzou North, Room 706, 115 Business Loop 70W, Columbia, Missouri 65211-8375 (“UNIVERSITY”) and CHECK-CAP LTD., an Israeli company having offices at 29 Abba Hushi Ave, PO Box 1271, Isfiya 3009000, Israel (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “PARTY” or “PARTIES” as the case may be.
AGREEMENT FOR ASIC DESIGN AND DEVELOPMENT BY AND BETWEEN POLITECNICO DI MILANO AND CHECK-CAP, LTD Agreement For ASIC Design And DevelopmentAgreement for Asic Design And • November 21st, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS AGREEMENT FOR ASIC DESIGN AND DEVELOPMENT (the “Agreement”) is entered into as of November 26, 2009 by and between Politecnico di Milano (hereinafter referred to as “Politecnico”), Polo di Como, a separate Polo of Politecnico di Milano (hereinafter referred to as “Polo di Como”), with seat in Piazza Leonardo da Vinci, 32, post code 20133 Milano (taxpayer’s code number 80057930150, VAT number 04376620151) represented by Pro-rector of Polo Regionale di Como, Prof. Roberto Negrini, authorized to enter into this Agreement according to art. 7 of the Regulation concerning Performances on commission issued with Rectorial Decree No. 7/AG dated 28/01/2005 (for the agreements signed by the Management the authorization according to art. 4.4 of the above-mentioned Regulation is compulsory).
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholders' Agreement • July 3rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this “Agreement”), is made as of the March, 2011, by and among (i) Check-Cap Ltd. (company number 51-4259811), a company organized under the laws of the State of Israel (the “Company”), (ii) Pontifax (Cayman) II L.P., Pontifax (Israel) II L.P., and Pontifax (Israel) II - Individual Investors L.P. (collectively: “Pontifax”), (iii) Docor International B.V. ("Docor"), Spearhead Investments (Bio) Ltd. ("Spearhead'), Jacobs Investment Company LLC ("Jacobs") (Pontifax, Docor, Spearhead and Jacobs, referred to herein as the "Majority Holders", and acting on behalf of the Shareholders and the New Shareholders (as defined below) and (iv) certain Preferred D Shareholder listed in Schedule A hereto .
AGREEMENT FOR ASIC DESIGN AND DEVELOPMENT BY AND BETWEEN POLITECNICO DI MILANO AND CHECK-CAP, LTD Agreement For ASIC Design And DevelopmentAgreement for Asic Design And • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
THIS AGREEMENT FOR ASIC DESIGN AND DEVELOPMENT (the “Agreement”) is entered into as of November 26, 2009 by and between Politecnico di Milano (hereinafter referred to as “Politecnico”), Polo di Como, a separate Polo of Politecnico di Milano (hereinafter referred to as “Polo di Como”), with seat in Piazza Leonardo da Vinci, 32, post code 20133 Milano (taxpayer’s code number 80057930150, VAT number 04376620151) represented by Pro-rector of Polo Regionale di Como, Prof. Roberto Negrini, authorized to enter into this Agreement according to art. 7 of the Regulation concerning Performances on commission issued with Rectorial Decree No. 7/AG dated 28/01/2005 (for the agreements signed by the Management the authorization according to art. 4.4 of the above-mentioned Regulation is compulsory).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • November 21st, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This ASSET TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2009 (the “Effective Date”) by and among Check-Cap, LLC., a Delaware corporation (the “Company”), and Check-Cap Ltd. an Israeli company (“New Check-Cap”).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This ASSET TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2009 (the “Effective Date”) by and among Check-Cap, LLC., a Delaware corporation (the “Company”), and Check-Cap Ltd. an Israeli company (“New Check-Cap”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 28th, 2024 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • Ontario
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2024 by and among Nobul AI Corp., an Ontario corporation (“Nobul”) and Check-Cap Ltd., an Israeli company (“Check-Cap”). Nobul and Check-Cap are sometimes referred to individually as a “Party” and, collectively, as “Parties”.
ADDENDUM TO CREDIT LINE AGREEMENTCredit Line Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Addendum to Credit Line Agreement (the "Addendum") dated as of October 14, 2014, is made by and among Check-Cap Ltd. (the "Company") and the Lenders listed in the Agreement, as defined below (each, a "Lender" and collectively, the "Lenders"). Each Lender and the Company separately, a "Party" and together, the "Parties".
CREDIT LINE AGREEMENTCredit Line Agreement • January 16th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Credit Line Agreement (this "Agreement") is made as of the 20 day of August, 2014 (the "Effective Date"), by and between Check-Cap Ltd., an Israeli company number 51-425981-1, with offices at Abba Ushi Avenue, Isfiya 30090, Mount Carmel, Israel (the "Company") and each of the lenders identified in Exhibit A attached hereto (each, a "Lender" and together, the "Lenders" and each Lender and the Company separately, a "Party" and together, the "Parties").
SECOND ADDENDUM TO CREDIT LINE AGREEMENTCredit Line Agreement • December 23rd, 2014 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Second Addendum to Credit Line Agreement (the "Addendum") dated as of December 22, 2014, is made by and among Check-Cap Ltd. (the "Company") and the Lenders listed on Exhibit A of the Agreement, as defined below (each, a "Lender" and collectively, the "Lenders"). Each Lender and the Company separately, a "Party" and together, the "Parties".
AMENDMENT TO SHAREHOLDERS' AGREEMENTShareholders' Agreement • February 12th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Shareholders' Agreement (the "Amendment") dated as of January __, 2015, is made by and among Check-Cap Ltd. (the "Company"), the Shareholders and the Lenders (as such terms are defined in the Shareholders' Agreement). The Company, Shareholders and Lenders are hereinafter collectively referred to as the "Parties."
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 24th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
AMENDMENT NO. 1, dated as of June 24, 2015 (the “Amendment”), to Warrant Agreement dated as of February 24, 2015 (the “Agreement”) by and among Check-Cap Ltd., an Israeli company (the “Company”) and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.
