SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2016 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____ __, 2016, between Kitov Pharmaceuticals Holdings Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES KITOV PHARMACEUTICALS HOLDINGS LTD.Kitov Pharmaceuticals Holdings Ltd. • June 27th, 2016 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 _________ __, 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 p.m. (New York time) on the date that is five (5) years following the Date of Issuance (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharmaceuticals Holdings Ltd., an Israeli company (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Warrant Shares”) which are represented by ________ American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase
STRICTLY CONFIDENTIAL Kitov Pharmaceuticals Holdings Ltd.Letter Agreement • June 27th, 2016 • Kitov Pharmaceuticals Holdings Ltd. • Pharmaceutical preparations • New York
PRE-FUNDED SERIES B WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES KITOV PHARMACEUTICALS HOLDINGS LTD.Kitov Pharmaceuticals Holdings Ltd. • June 27th, 2016 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 _____________, 2016 (the “Issuance Date”) and on or prior to the close of business on ___________, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharmaceuticals Holdings Ltd., an Israeli company (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Shares, no par value (the “Ordinary Share(s)”) represented by ________2 American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
