CELLECT BIOTECHNOLOGY LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • July 26th, 2016 • Cellect Biotechnology Ltd. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of _______, 2016 among CELLECT BIOTECHNOLOGY LTD., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 2024, between Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Series D - WARRANT to purchase ordinary shares represented by american depositary shares Quoin Pharmaceuticals Ltd.Quoin Pharmaceuticals, Ltd. • March 8th, 2024 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 on or prior to 5:00 p.m. (New York City time) on [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUOIN PHARMACEUTICALS LTD., a corporation incorporated under the laws of Israel (the “Company”), up to [●] ordinary shares, no par value per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Shares of the Company (“ADSs,” and the ADSs issuable hereunder, the “Warrant ADSs”), with each ADS representing one Ordinary Share (the “ADS Ratio”). The purchase price of one Warrant ADS under this Warrant shall b
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2018 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2018, between Cellect Biotechnology Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT’S WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CELLECT BIOTECHNOLOGY LTD.Cellect Biotechnology Ltd. • February 6th, 2018 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 January 31, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the one year anniversary following the earlier of (i) a registration statement registering the Warrant ADSs under the Securities Act for resale by the Holder has been declared effective by the Commission and (ii) the six (6) months anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellect Biotechnology Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 2024, between Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2016 • Cellect Biotechnology Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, Cellect Biotechnology Ltd., a company incorporated under the laws of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Cellect Biotechnology Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) and Warrant Shar
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 26th, 2016 • Cellect Biotechnology Ltd. • Biological products, (no disgnostic substances) • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______, 2016 (the “Issuance Date”) between Cellect Biotechnology Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and The Bank of New York Mellon (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2023 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CELLECT BIOTECHNOLOGY LTD.Cellect Biotechnology Ltd. • December 28th, 2017 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 September 11, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the one-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellect Biotechnology Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, dated September 6, 2017, between the Comp
Quoin Pharmaceuticals Ltd. Attention: Gordon Dunn Azrieli Center, Round Tower, 30th Floor 132 Menachem Begin Blvd Tel Aviv, 6701101Quoin Pharmaceuticals, Ltd. • February 3rd, 2023 • Surgical & medical instruments & apparatus • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of not less than $10 million of registered securities of the Company, consisting of: (i) ordinary shares, no par value (the “Ordinary Shares”) represented by American Depositary Shares (the “ADSs”), with each ADS representing five thousand (5,000) Ordinary Shares, (ii) pre-funded warrants to purchase Ordinary Shares represented by ADSs (the “Pre-Funded Warrants”), and (iii) warrants to purchase ADSs (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrant
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • June 17th, 2022 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus
This License and Distribution Agreement (this “Agreement”), dated as of June 14, 2022 (“Effective Date”), is by and between by and between Quoin Pharmaceuticals, Inc., a Delaware corporation located at 42127 Pleasant Forest Court, Ashburn, VA 20148 (“Quoin”) and WINHEALTH INVESTMENT (HK) LIMITED, a company incorporated under the laws of Hong Kong located at Unit 2512, 25/F., Seapower Tower, Concordia Plaza, No.1 Science Museum Road, Kowloon, Hong Kong (“DISTRIBUTOR”) (“Licensee”). Quoin and Licensee are sometimes referred to herein individually as a “Party,” and together as the “Parties.”
Quoin Pharmaceuticals Ltd. Attention: Gordon Dunn Azrieli Center, Round Tower, 30th FloorQuoin Pharmaceuticals, Ltd. • February 28th, 2023 • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., an Israeli company, with headquarters located at 23 Hata’as Street, Kfar Saba, Israel 44425 to be renamed “Quoin Pharmaceuticals, Ltd.” or a similar name pursuant to the Merger Agreement (as defined below) (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 7th, 2019 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of __________, 2019, is between Cellect Biotechnology Ltd., an Israeli company (the “Company”), and Computershare Inc., as warrant agent (the “Warrant Agent”).
PRE-FUNDED warrant To purchase ordinary shares represented by american depositary shares Quoin Pharmaceuticals Ltd.Quoin Pharmaceuticals, Ltd. • February 28th, 2023 • Surgical & medical instruments & apparatus
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUOIN PHARMACEUTICALS LTD., a corporation incorporated under the laws of Israel (the “Company”), up to [●] ordinary shares, no par value per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Shares of the Company (“ADSs,” and the ADSs issuable hereunder, the “Warrant ADSs”), with each ADS representing five thousand (5,000) Ordinary Shares (the “ADS Ratio”). The purchase price of one Warrant ADS under this Wa
Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 10th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [___], 2021 (the “Agreement”), is entered into by and among Cellect Biotechnology, Ltd., an Israeli company (the “Company”), Mr. Eyal Leibovitz (the “Representative”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
joint product development agreementJoint Product Development Agreement • July 7th, 2016 • Cellect Biomed Ltd. • Biological products, (no disgnostic substances) • England and Wales
THIS JOINT PRODUCT DEVELOPMENT AGREEMENT (“Agreement”), effective as of the 17th day of June, 2015 (“Effective Date”), is made and entered into by and between CELLECT BIOMED LTD., an Israeli corporation with its principal office located at 10 Hataas Street, Kfar Saba, Israel (“Cellect”), and ENTEGRIS, INC., a Delaware corporation with its principal office located at 129 Concord Road Billerica, MA 01821 (“Entegris”). Each of Cellect and Entegris are sometimes hereinafter referred to as a “Party” and collectively as the “Parties”.
SUPPLY AGREEMENTSupply Agreement • March 8th, 2022 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • New York
This Supply Agreement (this “Agreement”), dated as of February 11, 2022 (“Effective Date”), is by and between by and between Quoin Pharmaceuticals, Ltd., a Delaware corporation located at 42127 Pleasant Forest Court, Ashburn, VA 20148 (“Quoin”) and Neopharm, a company incorporated under the laws of the State of Israel located at Neopharm Building, 6 Hashiloach St., Petach-Tikva 4951439, Israel (“Licensee”). Quoin and Licensee are sometimes referred to herein individually as a “Party,” and together as the “Parties.”
QUOIN PHARMACEUTICALS LTD. NON-QUALIFIED OPTION AWARDNon-Qualified Option Award • August 3rd, 2022 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • Delaware
This is a Non-Qualified Stock Option Award Agreement (a/k/a “Grant Notification Letter”) dated April 12, 2022 (together with all schedules hereto, this “Agreement”) is entered into by and between Quoin Pharmaceuticals Ltd. (the “Company”) and ____________________(the “Grantee”).
Employment Agreement Entered into on April 30, 2013 By and BetweenEmployment Agreement • July 25th, 2016 • Cellect Biotechnology Ltd. • Biological products, (no disgnostic substances)
Whereas the Employee is interested in working in the Company and the Company is interested to employ the Employee as CEO and the Company's president as specified in this agreement and all according to the manner, conditions and consideration set forth in this agreement as follows;
AMENDED AND RESTATED SHARE TRANSFER AGREEMENTShare Transfer Agreement • June 16th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED SHARE TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2021 (the “Effective Date”), by and between EnCellX, Inc., a Delaware corporation (the “Purchaser”) and Cellect Biotechnology Ltd., an Israeli company (the “Seller”). The Purchaser and the Seller shall each be referred to in this Agreement as a “Party” and together as the “Parties”.
Quoin Pharmaceuticals Ltd.Quoin Pharmaceuticals, Ltd. • March 8th, 2024 • Surgical & medical instruments & apparatus • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the lead placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to $[●] million of registered securities of the Company, consisting of: (i) ordinary shares, no par value (the “Ordinary Shares”) represented by American Depositary Shares (the “ADSs”), with each ADS representing one Ordinary Share, (ii) pre-funded warrants to purchase Ordinary Shares represented by ADSs (the “Pre-Funded Warrants”), and (iii) warrants to purchase ADSs (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The ADSs and Warrants
Amendment to Kasbian Nuriel Chirich Employment AgreementKasbian Nuriel Chirich Employment Agreement • July 25th, 2016 • Cellect Biotechnology Ltd. • Biological products, (no disgnostic substances)
This Amendment to the Employment Agreement (the “Amendment”) is made and entered into this 24th day of July, 2016 (the “Effective Date”), by and between Cellect Biotherapeutics Ltd., an Israeli company, with offices at 23 Hataas St., Kfar Saba, Israel (hereinafter the “Company”), and Kasbian Nuriel Chirich I.D. Number: 55483143, an individual whose address is 5 Hairis St., Rishpon, Israel (the “Employee”). (the Company and the Employee shall each be referred hereto as a “Party”, and collectively, as the “Parties”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 14th, 2022 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • Nevada
This agreement (hereinafter "Agreement"), effective as of this 17th day of October, 2019 (hereinafter the “Effective Date”), is by and between the Skinvisible Pharmaceuticals, Inc. a Nevada corporation and having its principal place of business at 6320 South Sandhill Road, Suite 10, Las Vegas, Nevada, 89120 (“Skinvisible”) and Quoin Pharmaceuticals, Inc., a Delaware corporation having a place of business located at 42127 Pleasant Forest Court, Ashburn, VA, 20148 (hereinafter “Licensee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 29th, 2021 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT, dated as of March 9, 2018, (this Agreement”) is being executed by QUOIN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and DENISE CARTER (“Executive”) to set forth the terms of Executive’ s employment by the Company and the compensation and benefits to be provided to Executive.
Letter of AgreementLetter of Agreement • July 16th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus
In connection with your contribution to the contemplated Share Transfer Agreement between Cellect Biotechnology Ltd. (the “Company”) and EnCellX, Inc. (“NewCo”), and to NewCo’s continued success, the Company hereby undertakes to compensate you by way of bonus payment(s), in accordance with the following terms:
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AND...Exclusive License and Distribution Agreement • September 13th, 2023 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus
This License and Distribution Agreement (this “Agreement”), dated as of September 1, 2023 (“Effective Date”), is by and between by and between Quoin Pharmaceuticals, Ltd., a Delaware corporation located at 42127 Pleasant Forest Court, Ashburn, VA 20148 (“Quoin”) and Farma Mondo SA, a company incorporated under the laws of Switzerland located at Via Indipendenza 3b, 6830 Chiasso, Switzereland (“Licensee”). Quoin and Licensee are sometimes referred to herein individually as a “Party,” and together as the “Parties.”
THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT RENEWALTheexclusive License Agreement • April 14th, 2022 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO THE EXCLUSIVE LICENSE AGREMEMENT RENEWAL (this “Amendment”) is made and entered into as of January 27, 2021, by and among Skinvisible, Inc., a Nevada corporation (referred to as “SKINVISIBLE” ), and Quoin Pharmaceuticals, Inc., a Delaware corporation (“Licensee”).
AMENDMENT TO WarrantS to purchase ordinary shares represented by american depositary sharesQuoin Pharmaceuticals, Ltd. • March 8th, 2024 • Surgical & medical instruments & apparatus
This AMENDMENT TO WARRANTS TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Amendment”) is entered into as of March [●], 2024, by and between Quoin Pharmaceuticals Ltd., a corporation incorporated under the laws of Israel (the “Company”), and [●] (the “Holder”).
September 26, 2021 Via Email (mohantyadi@gmail.com) Mr. Aditya Mohanty Chief Executive Officer EnCellx, Inc.Share Transfer Agreement • September 27th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus
Service Agreement Dated November 1, 2021Service Agreement • November 23rd, 2021 • Quoin Pharmaceuticals, Ltd. • Surgical & medical instruments & apparatus • England and Wales
Chairman of the Board Agreement Entered into on April 30, 2013 By and BetweenBoard Agreement • July 7th, 2016 • Cellect Biomed Ltd. • Biological products, (no disgnostic substances)
And whereas The Company’s shareholders are about to perform a share exchange transaction under section 103t with a "shell company" (the public company) such that after the exchange the Company shall be a subsidiary wholly owned by the public company;
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • May 12th, 2020 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus
This Warrant Exercise Agreement (this “Agreement”), dated as of May 12, 2020, is by and between Cellect Biotechnology Ltd., an Israeli company (the “Company”), and the undersigned holder (each, a “Holder” and, collectively, the “Holders”) of warrants to purchase ordinary shares of the Company, no par value per share (the “Ordinary Shares”), represented by American Depositary Shares (“ADSs”) issued by the Company, which warrants were issued in February 2019 and are exercisable at an exercise price of $7.50 per ADS (the “Original Warrants”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CELLECT BIOTECHNOLOGY LTD., CELLMSC, INC., QUOIN PHARMACEUTICALS, INC., Dated as of March 24, 2021Agreement and Plan of Merger and Reorganization • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 24, 2021, by and among CELLECT BIOTECHNOLOGY LTD., an Israeli company (“Cellect”), CELLMSC, INC., a Delaware corporation (“Merger Sub”), and QUOIN PHARMACEUTICALS, INC., a Delaware corporation (“Quoin”). Cellect, Merger Sub and Quoin may each be referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
