SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by Entera Bio Ltd., an Israeli company (the “Company”) of a minimum of Seven Million Dollars ($7,000,000) (the “Minimum Offering”) and a maximum of Fourteen Million Dollars ($14,000,000) (the “Maximum Offering”) of the Company’s ordinary shares, par value NIS 0.0000769 (the “Ordinary Shares”) and warrants in the form annexed hereto as Exhibit A (the “Warrants”), to purchase additional Ordinary Shares in an amount up to 50% of the number of Ordinary Shares purchased directly at an exercise price equal to 125% of the price at which the Ordinary Shares being purchased directly are sold in the Offering. The purchase price (the “Purchase Price”) for each Ordinary Share will be equal to the thirty- day moving average market price for the Ordinary Shares determined as of the date which is
Form of WarrantEntera Bio Ltd. • March 26th, 2020 • Biological products, (no disgnostic substances) • New York
THIS SECURITY AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 10, 2019, among Entera Bio Ltd., an Israeli corporation (the “Company”), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”), and GP Nurmenkari Inc. (the “Broker”).
