UNDERWRITING AGREEMENT between MAPI – PHARMA LTD. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • June 30th, 2014 • Mapi - Pharma LTD • Pharmaceutical preparations • New York
The undersigned, Mapi – Pharma Ltd., a corporation incorporated under the laws of the State of Israel (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 Mapi – Pharma Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Ordinary Shares (No Par Value) MAPI - PHARMA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2016 • Mapi - Pharma LTD • Pharmaceutical preparations • New York
Mapi - Pharma Ltd., a corporation incorporated under the laws of the state of Israel (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [____] authorized but unissued Ordinary Shares, no par value, of the Company (the “Firm Shares”).
MAPI – PHARMA LTD. ADOPTED: March 30, 20142014 Equity Incentive Plan • May 1st, 2014 • Mapi - Pharma LTD • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2014 • Mapi - Pharma LTD • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the ___ day of ____, 2014 (the “Effective Date”) by and among Mapi - Pharma Ltd., an Israeli company (the “Company”), Allegro S.a.r.l. acting on behalf of Generali Financial Holdings FCP-FIS - Sub-Fund 2 (“Allegro”) and the Shareholders listed on Schedule A hereof (the “Founders”, and together with Allegro, the “Existing Shareholders”).
ContractLease Agreement • April 17th, 2014 • Mapi - Pharma LTD • Pharmaceutical preparations
English summary of the Lease Agreement, dated September 13, 2012, between the Israeli Land Authority (the “Landlord”), as landlord, and Mapi - Pharma Ltd. (the “Company”), as tenant (the “Lease”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2016 • Mapi - Pharma LTD • Pharmaceutical preparations
This Subscription Agreement (this “Agreement”) is entered into as of January 31, 2016 (the “Effective Date”), by and between Mapi Pharma Ltd., a company incorporated under the laws of the State of Israel, having a place of business at 16 Einstein St., Ness Ziona 74140, Israel (“Mapi”), and Zhejiang Jingxin Pharmaceutical Co., Ltd., a company incorporated under the laws of the People's Republic of China, having a place of business at NO.800,Xinchang Dadao East Road, Chengguan Town, Xinchang County, Zhejiang Province, China (“Jingxin”). Mapi and Jingxin are sometimes referred to individually as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • February 4th, 2016 • Mapi - Pharma LTD • Pharmaceutical preparations
This Voting Agreement (this “Agreement”) is made on January 13, 2016 and effective as of the Effective Date (as defined below), by and among Ehud Marom (“Ehud”), Dr. David Leonov (“David”), Shai Kerem (“Shai”), Boris Krasny (“Boris”), and Dr. Hillik Goldstein (“Goldstein”) (collectively, the “Marom Group”) and Allegro S.à r.l acting for and on behalf of Generali Financial Holdings FCP-FIS – Sub-fund 2 (“GFH”) (each of Marom Group and GFH shall be referred to herein as a “Party” and collectively, the “Parties”).
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • September 1st, 2015 • Mapi - Pharma LTD • Pharmaceutical preparations
THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of the 26 day of May, 2015, by and among (i) Mapi Pharma Ltd., an Israeli private company (the "Company"), (ii) the entities and individuals identified in Schedule 1 attached hereto (collectively, the "Existing Investors"), and (iii) each of the entities and individuals identified in Schedule 2 hereto (the "Series A Investors", and together with the Existing Investors, the "Investor(s)").
INDEMNIFICATION AND EXEMPTION AGREEMENTIndemnification Agreement • May 1st, 2014 • Mapi - Pharma LTD • Pharmaceutical preparations
This Indemnification and Exemption Agreement (“Agreement”) is being entered into effective as of _______, 2014, pursuant to the resolutions of the Board of Directors of Mapi – Pharma Ltd., a company organized under the laws of the State of Israel (the “Company” and the “Board”, respectively), dated _____, 2014, as approved by the Company’s shareholders on _____, 2014.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • October 21st, 2015 • Mapi - Pharma LTD • Pharmaceutical preparations
This License and Collaboration Agreement (this “Agreement”) is entered into as of April 16, 2015 (the “Effective Date”), by and among MAPI-Pharma Ltd., a company incorporated under the laws of the State of Israel and having a place of business at 16 Einstein St. P.O. Box 4113, Ness Ziona, Israel 74140, Israel (“MAPI”), Stem Cell Medicines Ltd. SCM, a company incorporated under the laws of the State of Israel, having a place of business at 5 Kiryat Mada St., Har Hozvim, Jerusalem 91451 Israel, (“SCM”), and
ESCROW AGREEMENTEscrow Agreement • February 1st, 2016 • Mapi - Pharma LTD • Pharmaceutical preparations
This Escrow Agreement (this “Agreement”) is made as of January 31, 2016, by and among Mapi-Pharma Ltd., an Israeli company with offices at 16 Einstein St., Ness Ziona 74140, Israel (the “Company”), Zhejiang Jingxin Pharmaceutical Co., Ltd., a Chinese company with offices at NO.800,Xinchang Dadao East Road, Chengguan Town, Xinchang County, Zhejiang Province, China (the “Investor”), and Meitav Dash Trusts Ltd., as escrow agent (the “Escrow Agent”) (the Company and the Investor are each individually referred to as a “Party” and collectively as the “Parties”).
ContractSecurities Purchase Agreement • September 1st, 2015 • Mapi - Pharma LTD • Pharmaceutical preparations
STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • January 6th, 2016 • Mapi - Pharma LTD • Pharmaceutical preparations
This Strategic Cooperation Agreement (this “SCA”) is entered into as of (the “Effective Date”), by and between Mapi Pharma Ltd., a company incorporated under the laws of the State of Israel, having a place of business at 16 Einstein St., Ness Ziona 74140, Israel (“Mapi”), and Zhejiang Jingxin Pharmaceutical Co., Ltd., a company incorporated under the laws of China, having a place of business at O.800, Xinchang Dadao East Road, Chengguan Town, Xinchang County, Zhejiang, China (“Jingxin”). Mapi and Jingxin are sometimes referred to individually as a “Party” and collectively as the “Parties”.
