PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT CHECK-CAP LTD.Check-Cap LTD • April 25th, 2018 • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS PRE-FUNDED 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 [ISSUE DATE] (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter to subscribe for and purchase from Check-Cap Ltd., an Israeli company (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).
•] Ordinary Shares Pre-Funded Warrants to Purchase [•] Ordinary Shares and Warrants to Purchase [•] Ordinary Shares Check-Cap Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 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) [•] ordinary shares (the “Firm Shares”), par value NIS 2.40 per share, of the Company (the “Ordinary Shares”) and (b) [•] pre-funded warrants to purchase [•] Ordinary Shares at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) [•] Series C warrants to purchase [•] 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 [•] Ordinary Shares (the “Option Shares”) and/or Series C warrants to purchase up to an aggregate of [•] Ordinary Shares (the “Option Warrants” and, together with the Option Shares, the
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”).
