FORM OF REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT Glucotrack, inc.Common Stock Purchase Warrant • November 4th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK 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 _______________, 2024 (the “Initial Exercise Date”) and until _______________, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of November 13, 2024, between Glucotrack, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2018 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____________, 2017, by and among Integrity Applications, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF SERIES D-2 COMMON STOCK PURCHASE WARRANT INTEGRITY APPLICATIONS, INC.Security Agreement • March 7th, 2018 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
THIS SERIES D-2 COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Integrity Applications, Inc., a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC.Pre-Funded Common Stock Purchase Warrant • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. 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 the date hereof (such date, the “Initial Exercise Date”) until the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regist
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2016 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2016, by and among Integrity Applications, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2011 • Integrity Applications, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of December, 2010 by and among INTEGRITY APPLICATIONS, INC., a Delaware corporation (the “Company”), ANDREW GARRETT, INC. a broker-dealer registered with the Financial Industry Regulatory Authority, Inc., (the “Placement Agent”), and each of the undersigned investors (collectively with the Placement Agent, the “Investors”) who has executed and delivered either (i) a subscription agreement, dated on or about the date hereof, by and between the Company and such Investor (the “Subscription Agreement”), in connection with the offering by the Company of up to $12.5 million of shares of its Common Stock, or (ii) that certain Note Purchase Agreement, dated March 9, 2010 (the “Note Purchase Agreement”), among A.D. Integrity Applications Ltd, an Israeli company (“Integrity-Israel”), such Investor, and the other signatories thereto, in connection with the sale and issuance by Integrity-Israel of its
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2020 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2020 by and among Integrity Applications, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
GLUCOTRACK, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2023 • GlucoTrack, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, GlucoTrack, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of GlucoTrack, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the (“Underwriter”) as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
This letter (this “Agreement”) constitutes the agreement between Glucotrack, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
SERIES B COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC.Series B Common Stock Purchase Warrant • November 8th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
THIS SERIES B COMMON STOCK PURCHASE WARRANT (“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 the Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on the two and one-half (2.5) year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”), up to [______] shares of Common Stock, the (“Warrant Shares”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INTEGRITY APPLICATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] AgreementNon-Qualified Stock Option Agreement • August 22nd, 2011 • Integrity Applications, Inc. • Delaware
SERIES A COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC.Series a Common Stock Purchase Warrant • November 8th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
THIS SERIES A COMMON STOCK PURCHASE WARRANT (“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 the Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on the five year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”), up to [______] shares of Common Stock, the (“Warrant Shares”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • August 22nd, 2011 • Integrity Applications, Inc.
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 19 day of October, 2010 by and between A.D. Integrity Applications Ltd. (No. of Company 51-315187-8), of 102 Ha’Avoda St., P.O. Box 432, Ashkelon, 78100, Israel (the “Company”) and Avner Gal (the “Manager”).
AgreementDistribution Agreement • October 27th, 2011 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • Tel-Aviv
This Agreement (this “Agreement”) is made as of November 1st, 2005 by and between A.D. Integrity Applications Ltd., of 22 He'Amal Street, South Industrial Zone, P.O. Box 432, Ashkelon, 78100, Israel (the “Company”) and Diabeasy Diabeasy cc, of 81 Central St. Houghton 2198, (P.O. Box 2900, Saxonwald, 2132) Johannesburg, South Africa (the “Reseller”) for the purpose of defining the rights and duties of the parties in connection with the distribution by the Reseller of the Company’s Products.
COMMON STOCK PURCHASE WARRANT To Purchase ____________ Shares of Common Stock of INTEGRITY APPLICATIONS, INC.Common Stock Purchase Warrant • August 22nd, 2011 • Integrity Applications, Inc. • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) is being issued pursuant to that certain Placement Agent Agreement, dated September 1, 2009, by and between Andrew Garrett, Inc. (the “Placement Agent”), Integrity Applications, Inc. (the “Company”), and A.D. Integrity Applications, Ltd., a wholly owned subsidiary of Integrity Applications, Inc. (the “Subsidiary”), as amended, whereby the Placement Agent served as placement agent in connection with a private placement of Common Stock (defined below) as further described in the Confidential Private Offering Memorandum (the “PPM”), dated July 26, 2010, as supplemented from time to time (the “Offering”).
Glucotrack, INC. COMMON STOCK ATM SALES AGREEMENTAtm Sales Agreement • December 17th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
GlucoTrack, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Dawson James Securities, Inc., as follows:
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • May 16th, 2016 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 29th day of December, 2015 by and between A.D. Integrity Applications Ltd. (P.C 51-315187-8), of 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, 7760049, Israel (the “Company”) and Eran Cohen (I.D. No 055267744) of 6 Agmon St., Yavne, Israel 8150006 (the “COO”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2024, is entered into between Glucotrack, Inc., a Delaware corporation (the “Seller” or the “Company”), and John A. Ballantyne Revocable Trust DTD 8/1/2017 (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2017 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • New York
This Employment Agreement (“Agreement”) is made and entered into on this 26th day of June, 2017 (the “Effective Date”) by and between Integrity Applications, Inc., a Delaware corporation (the “Company”), and David Podwalski (hereinafter, the “Executive”).
GLUCOTRACK, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • July 1st, 2024 • GlucoTrack, Inc. • Surgical & medical instruments & apparatus • Delaware
This Note and Warrant Purchase Agreement (the “Agreement”) is made and entered into as of July __, 2024, by and among GLUCOTRACK, INC., a Delaware corporation (the “Company”), and __________ (“Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2011 • Integrity Applications, Inc. • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of July 25, 2010 between Integrity Applications, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 20th day of March, 2017 (the "Effective Date"), by and between Integrity Applications, Inc., a Delaware corporation (the "Company") and John Graham, an individual ("Employee").
EXCHANGE AGREEMENTExchange Agreement • February 16th, 2024 • GlucoTrack, Inc. • Surgical & medical instruments & apparatus • New York
This EXCHANGE AGREEMENT (the “Agreement”) is made as of the 13th day of February 2024, by and among Glucotrack, Inc., a Delaware corporation (the “Company”), and the parties identified on Schedule A hereto and/or its designees (each a “Holder” and collectively, “Holders”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • April 13th, 2017 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 7th day of April, 2017 (the “Effective Date”) by and between A.D. Integrity Applications Ltd. (No. of Company 51-315187-8), of 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod 7760049 Israel (the “Company”) and David Malka (I.D. No 022129928) of 35 Muksay St, Rehovot, Israel (the “Manager”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • March 14th, 2012 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 6 day of December, 2011 by and between A.D. Integrity Applications Ltd. (P.C 51-315187-8), of 102 Ha’Avoda St., P.O. Box 432, Ashkelon, 78100, Israel (the “Company”) and Jacob Bar-Shalom (I.D. No 022620645) of 11 Komemiyut St, Ramat Hasharon, Israel (the “CFO”).
Investment Agreement Entered into and signed on Tuesday, March 16, 2004 Between of 22 Ha’amal St., Southern Industry Zone AshkelonInvestment Agreement • October 7th, 2011 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
It is hereby agreed that the parties hereto and the existing shareholders in the Company have a right of first refusal to participate in any additional investment round made by the Company and all in proportion to the sum of the investment made in the Company, the valuation of the Company as shall be determined for such investment and the other terms thereof as shall be determined in the negotiations that shall be held between the Company and the potential investor. The right of refusal shall be limited for two weeks from the notice on the investment.
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • March 28th, 2014 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 22nd day of October, 2013 by and between A.D. Integrity Applications Ltd. (P.C 51-315187-8), of 102 Ha’Avoda St., P.O. Box 432, Ashkelon, 78100, Israel (the “Company”) and Eran Hertz (I.D. No 016543969) of 93 Osishkin St., Ramat Hasharon, Israel (the “CFO”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2017 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
This First Amendment to the Employment Agreement (“Amendment”) is entered into and made effective as of April 7, 2017, by and between Integrity Applications, Inc., a Delaware corporation (the “Company”), and John Graham (the “Employee”).
Investment Agreement Entered into and signed on Thursday, February 18, 2003 Between of 22 Ha’amal St., Southern Industry Zone Ashkelon (hereinafter: the “Company”) And:Investment Agreement • August 22nd, 2011 • Integrity Applications, Inc.
Notwithstanding the aforesaid, it is hereby agreed that promptly after the signing hereof the Company shall issue shares and/or options in an amount, which shall not exceed 3.4% of the Company’s issued share capital, to the Company’s employees Ivgeni Neidis and/or Yakov Ositianski. The deeds of issuance of shares shall be deposited with the Trustee and be registered on the name of the aforesaid employees, if and insofar as they achieve the targets and the milestones agreed with them in their employment contracts with the Company. If the aforesaid employees do not achieve the determined targets as aforesaid, then the Company shall cancel the aforesaid issuance and the Trustee shall register the aforesaid shares back on the name of the parties hereto.
CFO CONSULTING AGREEMENTCfo Consulting Agreement • October 12th, 2023 • GlucoTrack, Inc. • Surgical & medical instruments & apparatus • New York
CFO CONSULTING AGREEMENT dated as of October 11, 2023 (this “Agreement”), between GLUCOTRACK, INC., a Delaware Corporation, (the “Company”), and James S. Cardwell (the “Consultant”).
AMENDMENT TO PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • September 28th, 2012 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
This Amendment (the "Amendment") to a Personal Employment Agreement (the "Agreement"), dated December 6, 2010, entered into by and between A.D. Integrity Applications Ltd. (P.C 51-315187-8), of 102 Ha'Avoda St., P.O. Box 432, Ashkelon, 78100, Israel (the "Company") and Jacob Bar-Shalom (I.D. No 022620645) of 11 Komemiyut St, Ramat Hasharon, Israel (the "CFO") (together, the "Parties"), is made as of the 3 day of July, 2012, by and between the Parties.
AgreementFinder's Agreement • August 22nd, 2011 • Integrity Applications, Inc.
This Agreement (the "Agreement") is made as of October 2nd, 2005 (the “Effective Date”), by and between Technology Transfer Group, a membership with principal office situate at 4/3 Shay Agnon Street, Ra’anana, Israel, duly represented by Menachem Sharon and Ari Kanichowsky (the “Finder”), and Integrity Applications Ltd., of 22 He'Amal Street, South Industrial Zone, P.O. Box 432, Ashkelon, 78100, Israel (the “Company”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • March 31st, 2017 • Integrity Applications, Inc. • Surgical & medical instruments & apparatus
This PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 31st day of January, 2017 by and between A.D. Integrity Applications Ltd. (P.C 51-315187-8), of 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, 7760049, Israel (the “Company”) and Sami Sassoun (I.D. No 023085756) of 74 Abarbanel St. Apt. 454, Israel 6608917 (the “CFO”).
Lock-Up AgreementLock-Up Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
