0001493152-26-044397 Sample Contracts
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Delaware
This Securities PURCHASE AGREEMENT (this “Agreement”) is dated as of [____], 2026, by and among Snowdrift Parent Corporation, a Delaware corporation (the “Company”), Chemomab Therapeutics Ltd., an Israeli company and a subsidiary company of the Company (“Chemomab”) and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
AMENDMENT NO. 1 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
Northeastern University, a non-profit, institution of higher education duly organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business located at 360 Huntington Avenue, Boston, Massachusetts 02115 (“University”); and
FORM OF CHEMOMAB SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Delaware
This Shareholder Support Agreement, dated as of [●], 2026 (this “Agreement”), is entered into by and among Scipher Medicine Corporation, a Delaware corporation (the “Company”) and each of the shareholders of Chemomab Therapeutics Ltd. (“Chemomab”) listed on Schedule I hereto (each, a “Shareholder”, and collectively, the “Shareholders”).
AMENDMENT NO. 2Master Laboratory Services Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
This Amendment No. 2 to the Master Laboratory Services Agreement (the “Amendment”) by and between Scipher Medicine Corporation (“Scipher”) and Ambry Genetics Corporation (“Ambry”) is effective as of April 1, 2025 (the “Amendment Effective Date”). Terms used but not defined in this Amendment will have the meanings assigned to them in the Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is entered into by and among Snowdrift Parent Corporation, a Delaware corporation (the “Chemomab Parent”), Chemomab Therapeutics Ltd., an Israeli company and the parent company of the Company (“Chemomab”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
The undersigned signatory (the “Stockholder”) of this lock-up agreement (this “Agreement”) understands that: (i) CHEMOMAB THERAPEUTICS LTD., an Israeli company (“Chemomab”), SNOWDRIFT PARENT CORPORATION, a Delaware corporation and a wholly owned subsidiary of Chemomab (“Chemomab Parent”), SNOWDRIFT SUB CORP., a Delaware corporation and wholly owned subsidiary of Chemomab Parent (“Merger Sub”), ELDERWOOD LTD., an Israeli company and a wholly owned subsidiary of Chemomab Parent (“Domestication Merger Sub”), and SCIPHER MEDICINE CORPORATION, a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”) which provides, among other things, for the Domestication pursuant to which Chemomab would become a wholly owned, direct subsidiary of Chemomab Parent and Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”), and (ii) in c
UNIVERSITY – INDUSTRY SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Massachusetts
THIS SPONSORED RESEARCH AGREEMENT (the “Agreement”), effective this 23 day of August, 2021 (“Effective Date”) is made by and between Northeastern University, a non-profit institution of higher education, being duly organized under the laws of the Commonwealth of Massachusetts, and having a principal place of business at 360 Huntington Avenue, Boston, Massachusetts 02115 (hereinafter referred to as “University”) and, Scipher Medicine Corporation, a Delaware for-profit corporation having its principal place of business at 221 Crescent Street, Suite 103A, Waltham, MA 02453 (hereinafter referred to as “Sponsor”). Each of University and Sponsor shall be referred to individually as a “Party”, and collectively as the “Parties”.
AMENDMENT NO. 1Amendment No. 1 to the Master Laboratory Services Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
This Amendment No. 1 to the Master Laboratory Services Agreement (the “Amendment”) by and between Scipher Medicine Corporation (“Company”) and Ambry Genetics Corporation (“Ambry”) is effective as of September 13, 2023 (the “Amendment Effective Date”). Terms used but not defined in this Amendment will have the meanings assigned to them in the Agreement.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between [CHEMOMAB PARENT], a Delaware corporation (“Parent”), [RIGHTS AGENT] (the “Rights Agent”) and [●], in [her/his] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).
MASTER LABORATORY SERVICES AGREEMENTMaster Laboratory Services Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Delaware
THIS MASTER LABORATORY SERVICES AGREEMENT (the “Agreement”) is entered into as of March 16, 2020 (the “Effective Date”), between Ambry Genetics Corporation, a Delaware corporation, having a principal place of business at One Enterprise, Aliso Viejo, CA 92656 (“Ambry”) and Scipher Medicine Corporation, a Delaware Corporation, having a principal place of business at 260 Charles Street, Suite 301, Waltham, MA 02453 (“Scipher”). Ambry and Scipher may be referred to herein individually as a “Party” or collectively as the “Parties.”
FORM OF WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • New York
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated [____], 2026, by and among the Company and the Investors identified therein (the “Purchase Agreement”).
AMENDMENT NO. 2 TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
Northeastern University, a non-profit, institution of higher education duly organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business located at 360 Huntington Avenue, Boston, Massachusetts 02115 (“University”); and
THIRDAMENDMENT MASTER LABORATORY SERVICES AGREEMENTMaster Laboratory Services Agreement • September 25th, 2026 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
This Third Amendment (“Amendment”) to the Master Laboratory Services Agreement dated March 16, 2020 (“Agreement”) is effective as of September 12, 2026 (“Amendment 3 Effective Date”), and is entered into by and between Ambry Genetics Corporation (“Ambry”), and Scipher Medicine Corporation (“Scipher”) (collectively referred to as the “Parties”).