] Ordinary Shares MACROCURE LTD. Ordinary Shares Par Value NIS 0.01 UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances) • New York
ROYALTY AGREEMENT BETWEEN LEAP THERAPEUTICS, INC. AND [LEAP SHAREHOLDER ROYALTY VEHICLE, LLC] EFFECTIVE AS OF [●], 2016Royalty Agreement • August 30th, 2016 • Macrocure Ltd. • Biological products, (no disgnostic substances)
This Royalty Agreement (this “Agreement”) is entered into as of [●], 2016 (the “Effective Date”), by and between Leap Therapeutics, Inc., a Delaware corporation (“Company” or “Leap”), and [Leap Shareholder Royalty Vehicle, LLC], a Delaware limited liability company (“Leap SRV”). Company and Leap SRV are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
Amendment No. 1 to the Manufacturing Agreement Between The American National Red Cross, Penn-Jersey Region (“ARC”), and Macrocure Ltd. (“Macrocure”)Macrocure Ltd. • June 23rd, 2014 • Biological products, (no disgnostic substances)
WHEREAS, ARC and Macrocure entered into the Non Clinical and Clinical Manufacturing Agreement, dated July 11, 2010 (the “Manufacturing Agreement”); and
MANUFACTURING AGREEMENTManufacturing Agreement • June 23rd, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances) • London
This MANUFACTURING AGREEMENT (the “Agreement”), dated as of 26th February, 2014 (the “Execution Date”), is entered into between Maco Productions, a corporation organized under the laws of France, registered at the Trade Register of Lille Métropole under n° 313 777 997 and Represented by Mr. Ronald de Lagrange-Chancel, President and Maco Pharma, a corporation organized under the laws of France, registered at the Trade Register of Lille Métropole under n° 391 600 905 and Represented by Mr. Ronald de Lagrange-Chancel, President (hereinafter called together the “Contractor”), and Macrocure LTD., a corporation organized under the laws of Israel with a principal place of business at 25 Hasivim St. Petach Tikva 49517, Israel (hereinafter called the “Customer”).
SOURCE LEUKOCYTES AND PLASMA AGREEMENT FOR TRANSFUSIBLE BLOOD PRODUCTS FOR IN VIVO HUMAN SUBJECT RESEARCH USESource Leukocytes and Plasma Services Agreement • June 23rd, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances) • Pennsylvania
THIS SOURCE LEUKOCYTES AND PLASMA SERVICES AGREEMENT (“Agreement”) is entered into as of the Effective Date (as defined below) by and between The American National Red Cross, Penn-Jersey Blood Services Region (“ARC”), a non-profit corporation with offices located at 700 Spring Garden Street, Philadelphia, PA 19123 and Macrocure Ltd. (“Customer”), a company incorporated under the laws of the State of Israel with a place of business at 9 Bareket Street, Kiryat Matalon, Petach Tikva 49205, Israel.
NON CLINICAL AND CLINICAL MANUFACTURING AGREEMENTNon Clinical and Clinical Manufacturing Agreement • June 23rd, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances) • New York
MacroCure Ltd., a company incorporated under the laws of the State of Israel with a place of business 9 Bareket Street, Kiryat Matalon, Petach Tikva 49205, Israel), hereinafter referred to as “MacroCure”.
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT is made as of the 3 day of May, 2012 by and among Macrocure Ltd., an Israeli company (the “Company”), and the holders of Series A Preferred Shares, as listed in Schedule A hereto (the “Investors”).
AGREEMENT AND PLAN OF MERGER Among LEAP THERAPEUTICS, INC. M-CO MERGER SUB LTD. AND MACROCURE LTD. Dated as of August 29, 2016Agreement and Plan of Merger • August 30th, 2016 • Macrocure Ltd. • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER, dated as of August 29, 2016 (the “Agreement Date”), among LEAP THERAPEUTICS, INC., a Delaware corporation (“Leap”), M-CO MERGER SUB LTD., a company formed under the laws of the State of Israel (“Merger Sub”) and registered under No. 515506855 with the Israeli Registrar of Companies, and MACROCURE LTD., a company formed under the laws of the State of Israel (“M-CO”) and registered unsder No. 514083765 with the Israeli Registrar of Companies (this “Agreement”).
CONVERTIBLE LOAN CREDIT LINE AGREEMENTConvertible Loan Credit Line Agreement • July 11th, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances)
This Convertible Loan Credit Line Agreement (the “Agreement”) is made on this 10th day of July, 2014, by and between Macrocure Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and Mr. Yitzhak (Viatcheslav) Mirilashvili, ID Number 313894909 (“Lender”).
FORM OF indemnification agreementForm of Indemnification Agreement • July 25th, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances)
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________ __, 2014, is entered into by and between Macrocure Ltd., an Israeli company whose address is 25 Hasivim St., Petach Tikva, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
Amendment No. 1 to the Source Leukocytes and Plasma Agreement Between The American National Red Cross, Penn-Jersey Region (“ARC”), and Macrocure Ltd. (“Macrocure”)Macrocure Ltd. • June 18th, 2014 • Biological products, (no disgnostic substances)
WHEREAS, ARC and Macrocure entered into the Source Leukocytes and Plasma Agreement with an ARC execution date of March 26, 2013 (the “Agreement”); and
ContractMacrocure Ltd. • July 11th, 2014 • Biological products, (no disgnostic substances)
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
Amendment No. 1 to the Source Leukocytes and Plasma Agreement Between The American National Red Cross, Penn-Jersey Region (“ARC”), and Macrocure Ltd. (“Macrocure”)Macrocure Ltd. • June 23rd, 2014 • Biological products, (no disgnostic substances)
WHEREAS, ARC and Macrocure entered into the Source Leukocytes and Plasma Agreement with an ARC execution date of March 26, 2013 (the “Agreement”); and
MACROCURE SHAREHOLDER VOTING AGREEMENTMacrocure Shareholder Voting Agreement • August 30th, 2016 • Macrocure Ltd. • Biological products, (no disgnostic substances)
THIS VOTING AGREEMENT (“Agreement”), dated as of August 29, 2016, is made by and among Leap Therapeutics, Inc., a Delaware corporation (“Leap”), and the undersigned holder (“Shareholder”) of ordinary shares (the “Shares”) and/or options, warrants or other securities of Macrocure, Ltd., a company formed under the laws of the State of Israel and registered under No. 51-408376-5 with the Israeli Registrar of Companies (“M-CO”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2014 • Macrocure Ltd. • Biological products, (no disgnostic substances)
THIS SECOND AMENDED AND RESTATED REGSITRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of July, 2014, but effective as of the consummation of the IPO (as defined below), by and among Macrocure Ltd., an Israeli company (the “Company”), and the holders of the Company’s securities who are listed on Schedule A hereto (the “Investors”).
LEAP SHAREHOLDER VOTING AGREEMENTLeap Shareholder Voting Agreement • August 30th, 2016 • Macrocure Ltd. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of August 29, 2016, is made by and among Macrocure Ltd., a company formed under the laws of the State of Israel and registered under No. 51-408376-5 with the Israeli Registrar of Companies (“M-CO”), and the undersigned holder (“Shareholder”) of shares of capital stock (the “Shares”) of Leap Therapeutics, Inc., a Delaware corporation (“Leap”).
