Ordinary Shares ENTERA BIO LTD. Ordinary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
Entera Bio Ltd., an Israeli company (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the "Underwriters") named on Schedule I to this Underwriting Agreement (the "Agreement"), for whom you are acting as Representative (the "Representative"), an aggregate of ________ ordinary shares (the "Firm Shares") of the Company, NIS 0.01 par value per share (the "Ordinary Shares"). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional ___________ Ordinary Shares (the "Company Option Shares") from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the "Shares."
ContractNote and Loan Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS CONVERTIbLE PROMISSORY NOTE AND LOAN AGREEMENT AND THE SHARES ISSUABLE UPON CONVERSION HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
ContractShare Purchase Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
Reference is made to the Second Amendment to Series A Preferred Share Purchase Agreement, dated as of January 1, 2015 by and between the Company and Centillion Fund (“Centillion” and the “Second Amendment”, respectively). Any capitalized terms used...Entera Bio Ltd. • November 20th, 2017 • Biological products, (no disgnostic substances)
This letter shall be deemed an amendment pursuant to Section 10.4 of the Series A Preferred Share Purchase Agreement, dated as of January 29th, 2014 by and between the Company and Centillion (the “SPA”), to the last date in which this letter can be submitted pursuant to Schedule 1.2(a) of the SPA (as was amended by the Second Amendment) to be November __ 2015.
