SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May ___, 2019, by and between TODOS MEDICAL LTD., an Israel corporation, with headquarters located at 1 Hamada Street, Rehovot, Israel (the “Company”), and ___________________, a Delaware limited liability company, with its address at ___________________________________________________________ (the “Buyer”).
ORDINARY SHARE PURCHASE WARRANT TODOS MEDICAL LTD.Todos Medical Ltd. • April 14th, 2021 • Surgical & medical instruments & apparatus • New York
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 8, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Todos Medical ltd., a company incorporated under the laws of the State of Israel (the “Company”), up to 16,000,000 Ordinary Shares (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 • November 29th, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 11, 2021, between Todos Medical Ltd., a corporation organized under the laws of Israel (the “Company”), and T-Cell Protect Hellas S.A. (the “Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • August 6th, 2020 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
PURCHASE AGREEMENT (the “Agreement”), dated as of August 4, 2020, by and between TODOS MEDICAL LTD., a State of Israel corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
24,000,000 UNITS, each CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHARE OF TODOS MEDICAL LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, Todos Medical Ltd., a company incorporated under the laws of the State of Israel (collectively with its subsidiaries and affiliates, 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 of 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.
ORDINARY SHARE PURCHASE WARRANT TODOS MEDICAL LTD.Todos Medical Ltd. • April 30th, 2021 • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Yozma Group Korea Co, Ltd. 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April __, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Todos Medical ltd., a company incorporated under the laws of the State of Israel (the “Company”), up to _______ Ordinary Shares (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).
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • February 26th, 2016 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances
This Agreement is entered into as of this 8th day of April, 2010 (the “Effective Date”), by and between a company to be incorporated under the laws of the State of Israel (the “Company”) (until the Company is incorporated, Crow Technologies 1977 Ltd. Shall be in place of the Company); B.G. Negev Technologies and Applications Ltd., number 510785207, a company formed under the laws of Israel, having a place of business at 1 Henrietta Szold St., Beer Sheva, 84105 (“BG Negev”); and Mor Research Applications Ltd. a company incorporated under the laws of the State of Israel having a place of business at 38 HaBarzel St, Tel Aviv 69710 (“Mor”). BG Negev and Mor shall be referred to hereinafter jointly and severally as “Licensors” and each as a “Licensor”.
Convenience Translation from Hebrew] Employment Agreement Entered in Airport City on 1.1.2012Employment Agreement • February 26th, 2016 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances
Whereas And parties are interested that the Employee will be employed as a researcher and developer of medical systems with the Company "Todos Medical Ltd"; and
RECEIVABLES FINANCING AGREEMENT dated as of June 19, 2020 among Corona Diagnostics LLC, Todos Medical USA and Todos Medical Ltd., As Borrower, and Toledo Advisors L.L.C., As Lender RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • March 31st, 2022 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Nevada
This Receivables Financing Agreement (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into between Toledo Advisors L.L.C., a Nevada limited liability company with its principal place of business at 641 5th Street, Lakewood, NJ 08701 (together with its successors, the “Lender”), and Corona Diagnostics LLC, a Nevada limited liability company (the “Testing Sub”), Todos Medical USA, a Nevada corporation (the “Holding Company”), and Todos Medical Ltd., an Israeli corporation (the “Parent” and jointly and severally with Testing Sub and the Holding Company, the “Borrower”), each with a mailing address of 45 Wall Street, Suite 920, New York, NY 10005, as of the 19th day of June, 2020 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2016 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances • Tel-Aviv
This Agreement (the “Agreement”) is made on this 18th day of August, 2015 and effective as of the Effective Date, as defined below, by and among Todos Medical Ltd., with principal offices at 1 Hamada Street, Rehovot, Israel (the “Company”) and Rami Zigdon, Israeli ID number 057685943 of Asher 6 Street, Ra'anana, Israel (the “Employee”).
AMENDMENT NO.1 TO BINDING JOINT VENTURE AGREEMENTBinding Joint Venture Agreement • March 31st, 2022 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1 (the “Amendment”) to the BINDING JOINT VENTURE AGREEMENT (the “Agreement”) originally entered into as of November 24, 2018, by and between Amarantus Bioscience Holdings, Inc. (“Amarantus”) and Todos Medical, Ltd., an Israel corporation (“Todos” or the “Company”) is made effective as of July __, 2020. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
Distribution AgreementDistribution Agreement • March 31st, 2022 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
This Distribution Agreement (the “Agreement”) is made and entered into on this 22th day of July, 2020 (the “Effective Date”) by and between TODOS Medical USA, Inc., a company registered under the laws of the state of Nevada in the United States, with its principal address of business located at 45 Wall Street, Suite 920, New York, NY 10005 (hereinafter referred to as “TODOS”), and PCL Inc, , a company registered under the laws of Korea, with its principal address of business located at 701 Star Valley, Gasan Digital Complex, Seoul, Korea (hereinafter referred to as “PCL”, and together with TODOS, the “Parties” and each individually, a “Party”).
Share Purchase AgreementShare Purchase Agreement • February 26th, 2016 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances
This Share Purchase Agreement (the “Agreement”) is made and entered into as of the 7th day of October, 2014, by and among Todos Medical Ltd., a company organized and existing under the laws of the State of Israel having its principal offices at Givaat Ha’Shlosha, Israel (the “Company”), D.P.H. Investments Ltd. (the “Investor”) and Mr. David Wasserman (the "Entrepreneur"). The Company, the Investor and the Entrepreneur are referred to, collectively herein as the “Parties” and separately as a “Party”.
AMENDMENT TO CONVERTIBLE BRIDGE LOAN AGREEMENTConvertible Bridge Loan Agreement • March 12th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
THIS AMENDMENT CONVERTIBLE BRIDGE LOAN AGREEMENT (this “Amendment”) is entered into as of the 27th day of February 2019 (“Effective Date”), by and between Todos Medical Ltd., an Israeli company (the “Company”), and the entities set forth on Schedule 1 attached hereto (the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “SPA”) is entered into by and between Todos Medical Ltd., an Israeli company (the “Company”), and Strategic Investment Holdings, LLC, a Nevada limited liability company (the “Holder” or “Shareholder”) on the date set forth on the signature page hereto.
CONVERSION AND LOCK-UP AGREEMENTConversion and Lock-Up Agreement • September 13th, 2022 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of August, 2022 between Todos Medical, Ltd., an Israeli corporation (the “Company”) and Leviston Resources,LLC (the “Holder”), holder of the Convertible Promissory Notes (each being a “Note” and collectively the “Notes”), or Common Stock Purchase Warrants (the “Warrants”) or Common Stock acquired by conversion ofNote previously held by the Holder (the “Common” and together with the Notes, the “Securities”) and
AMENDMENT TO WARRANTWarrant • June 25th, 2018 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
This Amendment to the Warrant (the “Amendment”) is made as of ___ ___, 2018, by and among (i) Todos Medical Ltd., an Israeli corporation (the “Company”) and (ii) __________ (the “Holder”).
Addendum no. 2 to research and license agreement dated april 8, 2010, as amended on june 25, 2012Todos Medical Ltd. • May 1st, 2017 • Surgical & medical instruments & apparatus
This Addendum No. 2 to that certain Research and License Agreement dated April 8, 2010, as amended on June 25, 2012 (the "Agreement"; and this "Addendum" respective) is made and entered into as of this 19th day of March, 2017, by and among Todos Medical Ltd., a company organized and existing under the laws of the State of Israel having its principal offices at 1 Hamada Street, Rehovot, Israel (the “Company”), B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (collectively the “Licensors”)
CLOSING AGREEMENTClosing Agreement • March 12th, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
This Closing Agreement (this “Closing Agreement”) is dated as of March [__], 2021 (the “Effective Date”), by and between Todos Medical Ltd., a company organized and existing under the laws of Israel (the “Company”) and Leviston Resources LLC, a Delaware limited liability company (“Purchaser”). Each of the Company and Purchaser are collectively referred to herein as the “Parties,” and each individually, a “Party.”
AGREEMENT TO PURCHASE PROVISTA DIAGNOSTICS, INC.Agreement to Purchase • April 23rd, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Delaware
This Agreement (this “Agreement”) is entered into by and between Todos Medical Ltd, a company formed under the laws of Israel (the “Buyer”), Strategic Investment Holdings, LLC, a Nevada limited liability company (“Shareholder”), Ascenda BioSciences LLC, a Delaware limited liability company (“Ascenda”) and Provista Diagnostics, Inc., a Delaware corporation (“Provista”) on the date set forth on the signature page hereto. Shareholder and Ascenda are collectively referred to as the “Sellers”. The Buyer, Shareholder, Ascenda and Provista are collectively referred to herein as the “Parties”. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
Todos Medical Enters into Binding Agreement to Acquire All 3CL Protease Biology-Related Assets and Intellectual Property from NLC PharmaTodos Medical Ltd. • November 29th, 2021 • Surgical & medical instruments & apparatus
● Company to form majority owned subsidiary, 3CL Sciences, an entity focused on the development of variant-agnostic COVID-19 antivirals such as Tollovir that utilize the 3CL protease related IP
SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENTAssignment and Assumption Agreement • February 28th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
THIS SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 27 day of February, 2019 (the “Effective Date”), by and among (1) Todos Medical Ltd., an Israeli company, with an address at Rechov HaMada 1, Rehovot 7670301, Israel, (“Todos”); (2) Amarantus Bioscience Holdings, Inc., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (“Amarantus”); and (3) Breakthrough Diagnostics, Inc., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (the “Subsidiary”). Todos, Amarantus, and Breakthrough shall be referred to collectively herein as the “Parties,” and each separately as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24 day of April 2019, by and between Todos Medical Ltd., a company organized under the laws of the State of Israel (the “Com-pany”) and Ang Seng Hong Michael (the “Subscriber”). The Company and the Subscriber are referred to collectively as the “Parties” and each as a “Party”.
AGREEMENTAddendum to Agreement • February 26th, 2016 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances
THIS AGREEMENT (this “Agreement”) made as of the 29th day of September , 2015 (the “Effective Date”), by and between Yitzhak Ostrovitzky of Tel Aviv, Israel (“Borrower”), and Todos Medical Ltd., of Kibbutz Givat Hashlosha, Israel 48800, Israel (the “Company”); and Adeline Holding Limited, a Cypriot private company ("Adeline") (hereinafter Borrower, Adeline and Company shall be referred to collectively the “Parties” and each of them individually - a “Party”)
ContractLease Agreement • November 25th, 2015 • Todos Medical Ltd. • In vitro & in vivo diagnostic substances
English Summary of the Lease Agreement dated as of January 18, 2015 by and between Mishorim Kiriyat Hamada Rehovot Ltd. (the “Landlord”) and Todos Medical Ltd. (the “Company”) (the “Lease Agreement”).
CONVERTIBLE BRIDGE LOAN AGREEMENTConvertible Bridge Loan Agreement • February 28th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS CONVERTIBLE BRIDGE LOAN AGREEMENT (this “Agreement”) is entered into as of the 27th day of February 2019 (“Effective Date”), by and between Todos Medical Ltd., an Israeli company (the “Company”), and the entities set forth on Schedule 1 attached hereto (the “Investors”).
MARKETING AND RESELLER AGREEMENTMarketing and Reseller Agreement • March 28th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv
THIS AGREEMENT is made and entered into this 20th day of December 2018 (the “Effective Date”), by and between Todos Medical Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at 1 Hamada St., Rehovot, Israel (“Todos”) and Care G. B. Plus Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at Rechov HaYasmin 50, Carmei Yosef, Israel (the “Reseller”).
EMPLOYMENT SERVICE AGREEMENTWarrant Agreement • May 1st, 2017 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
Todos Medical Singapore Pte Limited ( the “Company” ) and with its registered office at 133 Cecil Street , #11-02 Keck Seng Tower, Singapore 069536
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 25th day of March, 2019 (the “Effective Date”), by and between Todos Medical Ltd., an Israeli company with an address at 1 HaMada Street, Rehovot (the “Company”) and Dr. Herman Weiss, with an address at 11 Rechov Asher, Bet Shemesh (the “Employee”).
SECURITY AGREEMENTSecurity Agreement • April 23rd, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS SECURITY AGREEMENT (“Agreement”), dated as of April 19, 2021, is made and entered into by and between Strategic Investment Holdings, LLC, a Nevada limited liability company (“SIH”), Ascenda BioSciences LLC, a Delaware limited liability company (“Ascenda” and together with SIH, the “Secured Party”), and Provista Diagnostics, Inc., a Delaware corporation (the “Pledgor”). Each entity being referred to as a “Party” and collectively, the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2020 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, by and between TODOS MEDICAL LTD., a State of Israel corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2018 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the __ day of ___________ 2018, by and between Todos Medical Ltd., a company organized under the laws of the State of Israel (the “Company”) and ______ (the “Subscriber”). The Company and the Subscriber are referred to collectively as the “Parties” and each as a “Party”.
May 1, 2020 Toledo Advisors, LLC Attn: Moshe MuellerTodos Medical Ltd. • May 8th, 2020 • Surgical & medical instruments & apparatus
This letter agreement hereby confirms that the conversion price of the aggregate principal amount of Notes of the Company of $119,295.70 plus $2,844.82 of accrued interest owned by Toledo Advisors, LLC (“Toledo”) is hereby reduced to $0.02 per share and the Company will issue 6,107,026 of its ordinary shares to Toledo pursuant to an exercise notice (the “Conversion”). Upon Conversion the principal amount of the notes and all accrued interest shall no longer be outstanding and any and all defaults shall be cured.
Assignment of Loan Agreement (the “Agreement”) Held and signed on 28th of November 2018Assignment of Loan Agreement • March 28th, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus
Whereas, the Company owes the Assigners the sum of 1,221,710 NIS (one million two hundred twelve thousand seven hundred ten new Israeli Shekels, equal to about US$350,000) as stated in the Company’s accounting records and books as a shareholder’s loan (Hereinafter known as “the Loan”) (the Records are attached as Appendix A of this Agreement); and
LICENSE AGREEMENTLicense Agreement • November 29th, 2021 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS LICENSE AGREEMENT is made and entered into as of November 1, 2021, (the “Effective Date”) by and between Todos Medical Ltd.’s (“TOMDF”) wholly-owned subsidiary 3CL Sciences, Inc., a corporation of the State of Nevada, currently having its principal place of business at 40 Wall Street, Suite 2702, New York, NY 10005 (hereinafter referred to as “TCLS”), and T-Cell Protect Hellas S.A., a corporation of the State of Greece, having its principal place of business at 5 Mimnermou Street, Athens, Greece1070, (hereinafter referred to as “T-CELL”)
