COMMON STOCK PURCHASE WARRANT BIOMX INC.Common Stock Purchase Warrant • March 18th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “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 after approval of the Parent Stockholder Matters (as defined in the Merger Agreement) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiomX 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). This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 6, 2024 b
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2023 • BiomX Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February [●], 2023, by and among BiomX Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Chardan Healthcare Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2018 • Chardan Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, Chardan Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of October, 2019, by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholder on the signature page hereto (each, an “Stockholder” and collectively, the “Stockholders”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 4th, 2020 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 7th, 2023 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
BiomX Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 19th, 2018 • Chardan Healthcare Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 13, 2018, by and between Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is dated as of March 6, 2024, by and among BiomX Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
BIOMX INC. Indemnification AgreementIndemnification Agreement • May 20th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of, by and between BiomX Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIOMX INC.Pre-Funded Common Stock Agreement • February 27th, 2023 • BiomX Inc. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED 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 [●], 2023 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiomX Inc., a Delaware corporation (the “Company”), up to ________ shares of Common Stock, $0.001 per share (“Common Stock”), (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. 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).
December 13, 2018Underwriting Agreement • December 19th, 2018 • Chardan Healthcare Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 19th, 2018 • Chardan Healthcare Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of December 13, 2018 (“Agreement”), by and among CHARDAN HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
MERGER AGREEMENT dated July 16, 2019 by and among BiomX Ltd., an Israeli company (the “Company”), Shareholder Representative Services LLC, as the Shareholders’ Representative (the “Shareholders’ Representative”), Chardan Healthcare Acquisition Corp.,...Merger Agreement • July 17th, 2019 • Chardan Healthcare Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT (the “Agreement”), dated as of July 16, 2019 (the “Signing Date”), by and among BiomX Ltd., an Israeli company (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Shareholders’ Representative”), Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Purchaser”) and CHAC Merger Sub Ltd., an Israeli company (“Merger Sub”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2021 • BiomX Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 16, 2021 and is entered into by and among BiomX Inc., a Delaware corporation (and each other Person party hereto as a borrower from time to time, individually or collectively, as the context may require, “Borrower”), BIOMX LTD., a private company incorporated under the laws of the State of Israel, reg. no 515220556 (“BIOMX ISR”), RONDINX LTD., a private company incorporated under the laws of the State of Israel, reg. no 515233997 (“RONDINX” and together with BIOMX ISR and any other Person party hereto from time to time as a guarantor, collectively, “Guarantors” and each a “Guarantor”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 19th, 2018 • Chardan Healthcare Acquisition Corp. • Blank checks • New York
This Agreement is made as of December 13, 2018 by and between Chardan Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
BIOMX INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 26th, 2021 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
BiomX Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Placement Agency Agreement (this “Agreement”) and the Purchase Agreement (as defined in Section 1(a) hereof), to sell to certain investors (each, an “Investor” and collectively, the “Investors”) an aggregate of 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), and warrants to purchase up to an aggregate of 2,812,501 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”), in an offering under the Company’s registration statement on Form S-3 (Registration No. 333-251151). The Common Stock issuable pursuant to the terms of the Warrants are referred to herein as the “Warrant Shares”).
Employment AgreementEmployment Agreement • May 2nd, 2022 • BiomX Inc. • Biological products, (no disgnostic substances)
THIS Agreement is entered into as of January 1, 2017, by and between MBcure Ltd., an Israeli Company under incorporation (the “Company”) and Assaf Oron ID. 032199556 (the “Employee”).
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • California
This License Agreement (“Agreement”) is made as of the 15th of December, 2017 (“Effective Date”), by and among BiomX Ltd., a Israeli corporation, having its principal place of business at 2 Ilan Ramon St. Ness Tziona, Israel (the “Company”), Keio University, a university duly organized and existing under the laws of Japan, having its principal address at 2-15-45 Mita, Minato-ku, Tokyo 108-8345, Japan (the “University”), and JSR Corporation, a company duly organized and existing under the laws of Japan, having its principal place of business at 1-9-2, Higashi-Shimbashi, Minato-ku, Tokyo, 105-8640, Japan (“JSR”), each referred to herein individually as a “Party” and collectively as the “Parties.”
Non-Qualified Stock Option Agreement under BiomX Inc. 2019 Omnibus Long-Term Incentive PlanNon-Qualified Stock Option Agreement • March 26th, 2020 • BiomX Inc. • Biological products, (no disgnostic substances)
WHEREAS, the Company maintains the BiomX Inc. 2019 Omnibus Long-Term Incentive Plan (the “Plan”), and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Non-Qualified Stock Option Award under the Plan; and
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT BIOMX INC. SUPPORT AGREEMENTSupport Agreement • March 6th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of March [ ], 2024, is made by and among BiomX Inc., a Delaware corporation (“Parent”), Adaptive Phage Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Parent.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that BiomX Inc. a Delaware corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger, dated as of March 6, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, BTX Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Adaptive Phage Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FIRST AMENDMENT TO EXCLUSIVE LICENCE Between Adaptive Phage Therapeutics, Inc. And UNITED STATES OF AMERICA As Represented By THE SECRETARY OF THE NAVYExclusive License • April 4th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
The parties agree to amend the licensing Agreement number NMR-17-10010. This First Amendment to the license shall be effective as of the date of the last signature below (“Amendment Effective Date”).
FORM OF WARRANTWarrant Agreement • March 6th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
BiomX Inc., a company incorporated under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Requisite Stockholder Approval Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [______________] ([_____________])1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), sha
EXCLUSIVE LICENSE Between Adaptive Phage Therapeutics, Inc. And UNITED STATES OF AMERICA As Represented By THE SECRETARY OF THE NAVYExclusive License • April 4th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
This exclusive License (hereinafter called “LICENSE”) is made and entered into by and between the United States of America as represented by the Secretary of the Navy (hereinafter called “LICENSOR”) and
OPTION AGREEMENTOption Agreement • March 26th, 2020 • BiomX Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Agreement (the “Agreement”) includes the Notice of Option Grant attached hereto as Exhibit A (the “Notice of Option Grant”).
AMENDMENT AGREEMENTMerger Agreement • October 11th, 2019 • Chardan Healthcare Acquisition Corp. • Blank checks • Delaware
THIS AMENDMENT AGREEMENT, dated as of October 10, 2019 (this “Amendment Agreement”), amends the Merger Agreement dated as of July 16, 2019 (the “Merger Agreement”), by and among BiomX Ltd., an Israeli company (the “Company”), Shareholder Representative Services LLC, as the Shareholders’ Representative (the “Shareholders’ Representative”), Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Purchaser”) and CHAC Merger Sub Ltd., an Israeli company (“Merger Sub”). Any capitalized terms not defined herein and defined in the Merger Agreement have the same meaning as in the Merger Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2023 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 22, 2023, by and between BiomX 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”).
ESCROW AGREEMENTEscrow Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of October 28, 2019, by and between: Chardan Healthcare Acquisition Corp., a Delaware corporation (“Parent”), Shareholder Representative Services LLC, a Colorado limited liability company, (the “Stockholder Representative”), solely in its capacity as representative of the stockholders of the Company, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
CHARDAN HEALTHCARE ACQUISITION CORP. VOTING AGREEMENTVoting Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of October 28, 2019 by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), BiomX Ltd., an Israeli company (“BiomX”), Chardan Investments, LLC (“Chardan”) and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2021 • BiomX Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2021, between BiomX 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”).
BIOMX INC. 2019 OMNIBUS LONG-TERM INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • November 14th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances) • Delaware
This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the BiomX Inc. 2019 Omnibus Long-Term Incentive Plan (including any appendices and addendums thereto), as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between BiomX Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”
MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and MBcure Ltd. (“COMPANY”), a company formed under the laws of Israel, having its principal office at 2 Ilan Ramon, Ness Ziona, Israel.
CUI BIOLOGICAL MATERIALS LICENSE AGREEMENTCui Biological Materials License Agreement • April 4th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
This Agreement is entered into between the Walter Reed Army Institute of Research (WRAIR) (hereinafter “LICENSOR”) a subordinate Laboratory of United States Army Medical Research and Materiel Command (“USAMRDC”), located at 503 Robert Grant Avenue, Silver Spring, Maryland 20910 and Adaptive Phage Therapeutics (APT)), (hereinafter “LICENSEE”), a private corporation, having its principal place of business at 708 Quince Orchard Road, Suite 205, Gaithersburg, Maryland 20878.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (USD in thousands, except share and per share data)Merger Agreement • May 30th, 2024 • BiomX Inc. • Biological products, (no disgnostic substances)
On March 6, 2024, BiomX Inc. (“the Company’), entered into the Merger Agreement (the “Merger Agreement”) with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and APT. Pursuant to the Merger Agreement, First Merger Sub merged with and into APT, with APT being the surviving corporation and becoming a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, APT merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity. APT was a U.S.-based privately-held, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infection. As a result of the Acquisition, the Company is expected to have a pipeline that includes two Phase 2 assets each aimed at treating serious infe
CERTAIN INDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO BIOMX INC. IF PUBLICLY DICSLOSED. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT....Partnership Agreement • March 31st, 2021 • BiomX Inc. • Biological products, (no disgnostic substances)
