Common use of Purchaser Covenants Clause in Contracts

Purchaser Covenants. In the event that any Purchaser Party becomes subject to a 506 Disqualification after the date hereof, such Purchaser shall notify the Company in writing of such Rule 506 Disqualification (including the material facts related thereto) as promptly as practicable, and in no event later than five (5) business days after such Purchaser’s discovery of such Rule 506 Disqualification. To the extent that the Company’s Board of Directors (excluding the directors designated by such Purchaser), with the advice of legal counsel, determines that such Rule 506 Disqualification may result in the Company’s ineligibility to rely on the exemption from registration provided by Rule 506 promulgated under the Securities Act, each Purchaser agrees to take any and all actions reasonably requested by the Company to restore such eligibility including, without limitation, and to the extent so requested, causing any Purchaser designee(s) to the Company’s Board of Directors to resign therefrom and fill such resulting vacancy pursuant to the Investors’ Rights Agreement. At any time or from time to time after the date hereof, each Purchaser agrees to cooperate with the Company, and at the request of the Company, to execute and deliver any further instruments or documents and to take all such further action as the Company may reasonably request in order to evidence that no Purchaser Party is subject to a Rule 506 Disqualification such that the Company may be ineligible to rely on the exemption provided by Rule 506. The covenants contained in this Section 4.1 shall continue in full force and effect until such time as no Purchaser Party is, directly or indirectly, a shareholder, beneficial owner, affiliate, director, officer, partner, principal, member, manager, managing director, employee, and/or investment manager of the Company.

Purchaser Covenants. In 3.1 Each Purchaser covenants and agrees that (i) he will not offer or sell any Registrable Securities under the Registration Statement until he has received copies of the Prospectus as then amended or supplemented as contemplated in this Agreement and notice from the Company that such Registration statement and any post-effective amendments thereto have become effective as contemplated in this Agreement, and (ii) the Purchaser and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. 3.2 Each Purchaser agrees by its acquisition of such Registrable Securities that upon receipt of a notice from the Company of the occurrence of any event that any Purchaser Party becomes subject to a 506 Disqualification after of the date hereofkind which renders the current Prospectus misleading, such Purchaser shall notify will forthwith discontinue disposition of such Registrable Securities until such Purchaser's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company in writing of such Rule 506 Disqualification (including the material facts related thereto) as promptly as practicable, and in no event later than five (5) business days after such Purchaser’s discovery of such Rule 506 Disqualification. To the extent that the Company’s Board use of Directors (excluding the directors designated applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Purchaser), with the advice of legal counsel, determines that such Rule 506 Disqualification may result in the Company’s ineligibility to rely on the exemption from registration provided by Rule 506 promulgated under the Securities Act, each Prospectus or Registration Statement. 3.3 Each Purchaser agrees to take any sell its Registrable Securities on the basis provided in the Prospectus and all actions reasonably requested by the Company to restore such eligibility including, without limitation, and to the extent so requested, causing any Purchaser designee(s) to the Company’s Board of Directors to resign therefrom and fill such resulting vacancy pursuant to the Investors’ Rights Agreement. At any time or from time to time after the date hereof, each Purchaser agrees to cooperate in accordance with the Company, and at the request terms of the Company, to execute and deliver any further instruments or documents and to take all such further action as the Company may reasonably request in order to evidence that no Purchaser Party is subject to a Rule 506 Disqualification such that the Company may be ineligible to rely on the exemption provided by Rule 506. The covenants contained in this Section 4.1 shall continue in full force and effect until such time as no Purchaser Party is, directly or indirectly, a shareholder, beneficial owner, affiliate, director, officer, partner, principal, member, manager, managing director, employee, and/or investment manager of the CompanyLock-Up Agreement.

Purchaser Covenants. In (a) From and after the date hereof until the earlier of the termination of this Agreement pursuant to Section 8(f) and the Trigger Date, absent the prior written consent of Oramed, Purchaser will not (and will cause its Affiliates and Representatives not to) directly or indirectly: (i) increase the cash compensation of any director or officer of Purchaser or any of its Affiliates; or (ii) consummate or enter into any agreement with respect to a Fundamental Transaction (as defined in the Subject Warrants), whether of Purchaser or any Subsidiary thereof, unless such transaction would result in (and such agreement expressly provides for), contemporaneous with the consummation (or if multiple closings, the initial closing) of such Fundamental Transaction, the payment in full of (1) all outstanding principal and accrued and unpaid interest under each of the Tranche A Note and Tranche B Note, (2) payment in full of the Option Fee and the Purchase Price (as if the Option had been exercised) (net of any amounts previously paid to and received by Oramed in respect of the Option Fee or Purchase Price in accordance with this Agreement) and (3) all other outstanding and unpaid obligations of Purchaser as are due and payable to Oramed or its representatives. Not less than two (2) Business Days prior to each Closing, Purchaser shall deliver to Oramed a certificate signed by the Chief Executive Officer of Purchaser certifying as of the date of the applicable Closing that (x) each of the representations and warranties of Purchaser set forth in Section 4 are true and correct as of such date and (y) that Purchaser has complied with its covenants and obligations under this Agreement. (b) Purchaser agrees that (i) it will not exercise any Subject Warrants purchased pursuant to the terms of this Agreement in excess of the Stockholder Approval Cap and (ii) in the event that any the Option is only partially exercised, it will not exercise the Subject Warrants purchased pursuant to the terms of this Agreement in excess of its pro rata share of the Stockholder Approval Cap, unless, in each case, Purchaser Party becomes subject has obtained the Stockholder Approval. Such pro rata share of the Stockholder Approval Cap shall be determined by dividing the number of Warrant Shares issuable upon exercise of Purchaser’s Subject Warrants by 6,500,000, multiplied by the product of 19.9% of the total shares of Common Stock outstanding on the original issuance date of the Subject Warrants, after giving effect to a 506 Disqualification the Reverse Split. Notwithstanding anything herein to the contrary, from and after the date hereofInitial Warrant Purchase Closing and until the earlier of the Trigger Date and Purchaser having obtained the Stockholder Approval (such that all Subject Warrants may be exercised without limitation), seventy percent (70%) of the cash proceeds (net of underwriting discounts, accounting, investment banking or broker fees and sales commissions and other reasonable and documented out-of-pocket costs and expenses of the Company associated therewith, in each case, paid to non-Affiliates) of the proceeds from all sales of the Initial Subject Warrants or the Warrant Shares issued upon an exercise of Initial Subject Warrants as are available after the making of any required payments under the terms of the Tranche A Note and the Tranche B Notes (any such amount “Subject Proceeds”) shall be promptly remitted and paid to Oramed by wire transfer of immediately available funds (A) first, as prepayment on any portion of the Option Fee not yet due and payable pursuant to Section 1(b) until such portion of the Option Fee is fully paid, and (B) second, until the Purchase Price is paid in full, as a partial exercise of the Option in respect of the Final Subject Warrants for a number of Warrant Shares equal to the applicable Subject Proceeds divided by Per Share Price (and Purchaser shall notify issue to Oramed one or more replacement warrants which are the Company same in writing all respect as the Subject Warrants other than the date of issuance and a reduction in the Warrant Shares after giving effect to any such Rule 506 Disqualification partial exercise of the Option pursuant to this clause (B), which replacement warrants shall thereafter constitute the remaining “Final Subject Warrants” hereunder). (c) Upon ▇▇▇▇▇▇’s written request at any time following an exercise of its Termination Right pursuant to Section 8(f), without limitation of the terms and provisions of any Subject Warrant or Section 6(c) and Section 6(d), Purchaser shall (and shall cause its Representatives (as defined in the SPA) and Affiliates to) take all such actions as are necessary to promptly give effect to any exercise by ▇▇▇▇▇▇ (or any successors or assigns thereof) of any Subject Warrant, including obtaining any approvals of the material facts related theretoboard or stockholders of Purchaser or any of its Affiliates as may be required under applicable Law or the rules of Nasdaq. (d) Without limitation of Section 6(c), Purchaser shall hold an annual or special meeting of stockholders (“Stockholder Meeting”) as promptly soon as practicablepracticable following the date on which this Agreement has been terminated pursuant to Section 8(f) (the “Termination Date”) for the purpose of obtaining stockholder approval of the issuance of the Warrant Shares under Nasdaq Listing Rule 5635 (such approval, and in no event later than five (5) business days after such whether obtained prior to or following the Termination Date, the “Stockholder Approval”), with the recommendation of Purchaser’s discovery of such Rule 506 Disqualification. To the extent that the Company’s Board of Directors that such proposals are approved. Purchaser shall (excluding the directors designated by such Purchaser), i) promptly prepare and file a proxy statement with the advice of legal counselSEC (the “Proxy Statement”) to be sent to Purchaser’s stockholders in connection with the Stockholder Meeting, determines (ii) call and hold the Stockholder Meeting no later than the date that such Rule 506 Disqualification may result in is 60 days following the Company’s ineligibility to rely on the exemption from registration provided by Rule 506 promulgated under the Securities Act, each Purchaser agrees to take any and all actions reasonably requested by the Company to restore such eligibility including, without limitationTermination Date, and (iii) use its commercially reasonable efforts to obtain the extent so requested, causing any Purchaser designee(s) to Stockholder Approval at the CompanyStockholder Meeting. The Proxy Statement shall include the recommendation from the Purchaser’s Board of Directors that Purchasers’ stockholders vote in favor of the Stockholder Approval. Purchaser shall use its commercially reasonable efforts to resign therefrom solicit from its stockholders proxies in favor of the Stockholder Approval and fill to obtain the Stockholder Approval. Purchaser shall respond promptly to any comments received from the SEC with respect to the Proxy Statement, and provide any such resulting vacancy comments to Oramed. If requested by Oramed and permissible under applicable law, Purchaser shall adjourn the Stockholder Meeting for a period of up to ten (10) Business Days if, on a date for which the Stockholder Meeting is scheduled, a quorum is not present or Purchaser has not received proxies representing a number of shares of common stock sufficient to obtain the Stockholder Approval, for the purpose of soliciting additional proxies and votes in favor of the Stockholder Approval. Purchaser shall keep Oramed reasonably informed with respect to the number of proxies received and its preliminary vote tabulation prior to the Stockholder Meeting. If Purchaser does not obtain Stockholder Approval at the first meeting, Purchaser covenants and agrees that it will submit the proposal for approval of Purchaser’s stockholders at least semi-annually (twice yearly) and not later than 180 days following the date of the prior meeting until such approval is obtained or until such approval is no longer required. Prior to the termination of this Agreement pursuant to Section 8(f), the Investors’ Rights AgreementCompany shall not seek any stockholder approval under Nasdaq Listing Rule 5636 that does not include the approval of the Warrant Shares in respect of the Subject Warrants retained by Oramed at such time. At Notwithstanding anything to the contrary herein or in any time Subject Warrant and irrespective of whether the Stockholder Approval has been obtained, with respect to any Fundamental Transaction (including a Corporate Event (as defined in each Subject Warrant)) nothing shall preclude or from time limit (and Purchaser shall take or cause to time after be taken all actions, including express provision in the applicable merger, acquisition or other agreement and obtaining any stockholder approvals, as are necessary or advisable to ensure that nothing precludes) the exercise in their entirety of all Subject Warrants held by Oramed immediately prior to such Fundamental Transaction and the receipt of any securities or other assets (including cash) in respect of each of the Warrant Shares which holders of shares of Common Stock are entitled to receive with respect to or in exchange for shares of Common Stock in such Fundamental Transaction (the “Common Price”) (and, to the extent such exercise is prohibited for any reason by applicable Law or Nasdaq rules, Oramed shall, at its election, instead be entitled to receive as consideration for the direct purchase of the Subject Warrants in any such Fundamental Transaction an aggregate amount equal to the product of the Subject Warrant and the Common Price net of the aggregate exercise price of the Subject Warrants). (e) Purchaser agrees to file with the Securities and Exchange Commission a Current Report on Form 8-K describing the terms of this Agreement as soon as practicable following the date hereof and in any event within one (1) Business Day following the date hereof. (f) From the date hereof through the earlier of (i) the Trigger Date and (ii) the termination of this Agreement pursuant to Section 8(f), each Purchaser agrees to cooperate with the Company, and at the request of the Company, to execute and deliver any further instruments or documents and to take all such further action as the Company may reasonably request in order to evidence that no Purchaser Party is subject to a Rule 506 Disqualification such that the Company may be ineligible to rely on the exemption provided by Rule 506. The covenants contained in this Section 4.1 shall continue in full force and effect until such time as no Purchaser Party isnot, directly or indirectly, offer, issue, sell or grant, or enter into any agreement or contractual obligation (including in connection with any financing transaction) to offer, issue, sell or grant any Capital Stock or Equity Rights (disregarding the words “then-outstanding” in the definition thereof) to any Person in, or with respect to, Purchaser (any such transaction, an “Equity Issuance”), at a shareholderper share purchase price of lower than $6.00 in each case, beneficial ownerwithout the prior written consent of Oramed. (g) Notwithstanding anything herein to the contrary (including Section 6(g)), affiliateif at any time Purchaser undertakes any Equity Issuance (whether or not at a per share price that is lower than $6.00), director, officer, partner, principal, member, manager, managing director, employee, and/or investment manager seventy percent (70%) of the Companycash proceeds (net of underwriting discounts, accounting, investment banking or broker fees and sales commissions and other reasonable and documented out-of-pocket costs and expenses of the Company associated therewith, in each case, paid to non-Affiliates) of such Equity Issuance as are available after the making of any required payments under the terms of the Tranche A Note and the Tranche B Note (such amount with respect to any Equity Issuance, the applicable “Equity Financing Amount”) shall be paid to Oramed in the following order of priority: (i) to satisfy any portion of the Option Fee which was not paid on the applicable Option Closing Payment Date (together with any interest accrued thereon) pursuant to Section 1(b) until such portion of the Option Fee (together with any accrued interest) is fully-paid, (ii) as a prepayment on any portion of the Option Fee not yet due and payable pursuant to Section 1(b) until such portion of the Option Fee is fully paid, and (iii), subject to Oramed’s prior written consent and approval, as a partial exercise of the Option in respect of a number of Warrant Shares equal to the applicable Equity Financing Amount divided by Per Share Price until the Purchase Price is fully paid (and Purchaser shall issue to Oramed one or more replacement warrants which are the same in all respect as the Subject Warrants other than the date of issuance and a reduction in the Warrant Shares after giving effect to any such partial exercise of the Option pursuant to this clause (iii), which replacement warrants shall thereafter constitute “Subject Warrants” hereunder).

Purchaser Covenants. In 4.1 Each Purchaser covenants and agrees that (i) he will not offer or sell any Registrable Securities under the Registration Statement until he has received copies of the Prospectus as then amended or supplemented as contemplated in this Agreement and notice from the Company that such Registration statement and any post-effective amendments thereto have become effective as contemplated in this Agreement, and (ii) the Purchaser and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. 4.2 Each Purchaser agrees by its acquisition of such Registrable Securities that upon receipt of a notice from the Company of the occurrence of any event that any Purchaser Party becomes subject to a 506 Disqualification after of the date hereofkind which renders the current Prospectus misleading, such Purchaser shall notify will forthwith discontinue disposition of such Registrable Securities until such Purchaser's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company in writing of such Rule 506 Disqualification (including the material facts related thereto) as promptly as practicable, and in no event later than five (5) business days after such Purchaser’s discovery of such Rule 506 Disqualification. To the extent that the Company’s Board use of Directors (excluding the directors designated applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemented filings that are incorporated or deemed to be incorporated by reference in such Purchaser), with the advice of legal counsel, determines that such Rule 506 Disqualification may result in the Company’s ineligibility to rely on the exemption from registration provided by Rule 506 promulgated under the Securities Act, each Prospectus or Registration Statement. 4.3 Each Purchaser agrees not to take sell or otherwise to transfer or dispose of any and all actions reasonably Registrable Securities during the period not to exceed two hundred seventy (270) following the effective date of the Registration Statement, or such lesser time as requested by the Company to restore such eligibility includingmanaging underwriter of the Underwritten Offering, without limitation, provided that all of the officers and directors enter into similar agreements. Such agreement shall be confirmed in writing in a form satisfactory to the extent so requested, causing any Purchaser designee(s) Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Company’s Board of Directors to resign therefrom and fill such resulting vacancy pursuant Common Stock subject to the Investors’ Rights Agreement. At any time or from time to time after foregoing restriction until the date hereof, each Purchaser agrees to cooperate with the Company, and at the request end of the Company, to execute and deliver any further instruments or documents and to take all such further action as the Company may reasonably request in order to evidence that no Purchaser Party is subject to a Rule 506 Disqualification such that the Company may be ineligible to rely on the exemption provided by Rule 506. The covenants contained in this Section 4.1 shall continue in full force and effect until such time as no Purchaser Party is, directly or indirectly, a shareholder, beneficial owner, affiliate, director, officer, partner, principal, member, manager, managing director, employee, and/or investment manager of the Companyperiod.