REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2021, between PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • October 16th, 2024 • Painreform Ltd. • Pharmaceutical preparations • New York
PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 18th, 2023 • Painreform Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2023 • Painreform Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2023, between PainReform Ltd., a company formed under the laws of the State 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”).
ORDINARY SHARE PURCHASE WARRANT PAINREFORM LTD.Ordinary Share Purchase Warrant • April 15th, 2024 • Painreform Ltd. • Pharmaceutical preparations • New York
THIS ORDINARY SHARE 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 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORDINARY SHARES and _____________ Warrants of OF PAINREFORM LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations • New York
The undersigned, PAINREFORM LTD., an Israeli company (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 PAINREFORM LTD., if any, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) and Joseph Gunnar & Co., LLC (“Gunnar”), acting as representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative”) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2024 • Painreform Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2024, between PainReform Ltd., a company formed under the laws of the State 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”).
ContractWarrant Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-239576 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2021, between PainReform Ltd., a company formed under the laws of the State 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”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANTPre-Funded Ordinary Share Purchase Warrant • April 15th, 2024 • Painreform Ltd. • Pharmaceutical preparations • New York
THIS PRE-FUNDED ORDINARY SHARE 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANTPlacement Agent Ordinary Share Purchase Warrant • April 15th, 2024 • Painreform Ltd. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT ORDINARY SHARE 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 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, dated as of December 18, 2023, by and between the Company and H.C. Wainwright & Co., LLC, as amended.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 20 , is entered into by and between PainReform Ltd., an Israeli company whose address is 60C Medinat Hayehudim Herzliya, 4676670, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
PAINREFORM LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of August __, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of August __, 2020 (“Agreement”), between PAINREFORM LTD., a corporation organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT PAINREFORM LTD.Placement Agent Ordinary Share Agreement • December 27th, 2023 • Painreform Ltd. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT ORDINARY SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 28, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of December 18, 2023, as amended, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement
LOCK-UP AGREEMENTLock-Up Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations • New York
Re: Securities Purchase Agreement, dated as of March 8, 2021 (the “Purchase Agreement”), between Painreform Ltd. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
PainReform Ltd. ISRAELI CAPITAL GAIN APPROVED OPTION AGREEMENTIsraeli Capital Gain Approved Option Agreement • June 30th, 2020 • Painreform Ltd. • Pharmaceutical preparations
WHEREAS On July 2, 2019, the Company’s Board approved the PainReform Ltd. 2019 Option Plan (the “Plan”), a copy of which is attached as Exhibit A hereto;
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 30th, 2020 • Painreform Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 26th day of November 2008, by and among PainReform Ltd., an Israeli company (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any additional investor that becomes a party to this Agreement in accordance with Section 4.9 hereof.
