MEATECH 3D LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • March 5th, 2021 • MeaTech 3D Ltd. • Food and kindred products • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among MEATECH 3D LTD., a company incorporated under the laws of 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.
AT THE MARKET OFFERING AGREEMENT August 1, 2024At the Market Offering Agreement • August 1st, 2024 • Steakholder Foods Ltd. • Food and kindred products • New York
Steakholder Foods Ltd., a company incorporated 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2023 • Steakholder Foods Ltd. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2023 by and between Steakholder Foods Ltd., a corporation incorporated 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”).
MeaTech 3D Ltd.Placement Agent Agreement • June 30th, 2022 • MeaTech 3D Ltd. • Food and kindred products • New York
indemnification agreementIndemnification Agreement • April 30th, 2024 • Steakholder Foods Ltd. • Food and kindred products
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 202_, is entered into by and between Steakholder Foods Ltd., an Israeli company whose address is 5 David Fikes St., Rehovot, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESPre-Funded Warrant Agreement • June 30th, 2022 • MeaTech 3D Ltd. • Food and kindred products
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 Issue Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from MeaTech 3D Ltd., a corporation incorporated under the laws of Israel (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in
PLACEMENT AGENT REDEEMABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESPlacement Agent Agreement • January 29th, 2024 • Steakholder Foods Ltd. • Food and kindred products • New York
THIS PLACEMENT AGENT REDEEMABLE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 29, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Steakholder Foods Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES STEAKHOLDER FOODS LTD.Pre-Funded Warrant Agreement • July 27th, 2023 • Steakholder Foods Ltd. • Food and kindred products
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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Steakholder Foods Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as d
First Amended and Restated Investment Agreement - Meat Tech 3D Ltd.Investment Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
This First Amended and Restated Investment Agreement (the “Investment Agreement”) is made and entered on this 14th day of May, 2020, and amends and restates in its entirety the Investment Agreement made and entered on March 4, 2020. The intent of this Investment Agreement is to describe certain key terms of the proposed agreement between the Company, Mr. Steven H. Lavin and/or an entity controlled by him, Mr. Yossi Arad or a company controlled by him, and Silver Road Capital Ltd. (the “Investor Group”).
ContractLease Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, confidential information (indicated by [**]) has been omitted from Exhibit 10.3 because it (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.
SERVICES AGREEMENTServices Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
This Services Agreement (this “Agreement”) is entered into as of March 4, 2020, by and between Meat Tech 3D Ltd, a public company organized under the laws of the state of Israel, whose registered address is Einstein 18, Ness Ziona (the “Company”), and Silver Road Capital Ltd., a private company organized under the laws of the state of Israel, whose registered address is 89 Medinat Hayehudim St., Herzlia, Israel (the “Consultant”). Each of the Company and the Consultant may be referred to individually as a “Party” and collectively as the “Parties”.
AgreementShareholder Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
Whereas As at the date of signing of this Agreement, the issued and paid-up share capital of the Company is as specified in Appendix A to this Agreement; and
REDEEMABLE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESRedeemable Warrant Agreement • January 29th, 2024 • Steakholder Foods Ltd. • Food and kindred products • New York
THIS REDEEMABLE 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 set forth above (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 Steakholder Foods Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equ
AgreementTransaction Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
Whereas on June 26, 2019 the Parties engaged in an agreement under which they agreed to close a two stage transaction (the “Original Transaction”), as follows: Stage 1 - investment of a total amount of NIS 7,250,000 (“Investment Amount”) by Meat-Tech in the share capital of Therapin, and Stage 2 - merger between Meat-Tech and Therapin, by way of exchange of shares between Meat-Tech and the existing shareholders of Therapin (the “Original Agreement”); and
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • April 30th, 2024 • Steakholder Foods Ltd. • Food and kindred products
THIS AGREEMENT (“Agreement”) is executed on March 15th, 2022 by and between MeaTech 3D Ltd. (Registration Number520041955 ) , an Israeli corporation whose principal place of business is 5 David Fikes St., Rehovot 7632805, Israel (“Company”), and Arik Kaufman Israeli ID 037336807, of 123 HaHadarim St., Even Yehuda 4051390, Israel (“Employee”).
CHAIRMAN AGREEMENTChairman Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
This Chairman Agreement (the “Agreement”) is made and entered into as of this March 4, 2020, by and between Mr. Steven H. Lavin, with offices located at c/o Lavin & Gedville, P.C., 1849 Green Bay Road, Suite 440, Highland Park, Illinois 60035 (the “Chairman”) and Meat Tech 3D, a company organized under the laws of the State of Israel with offices located at 18 Einstein, Nes Ziona, Israel (the “Company”).
SERVICES AND COLLABORATION AGREEMENTServices and Collaboration Agreement • March 24th, 2022 • MeaTech 3D Ltd. • Food and kindred products • New York
This Services and Collaboration Agreement (the “Agreement”) is entered on this 6th day of October, 2021 by and between MeaTech 3D Ltd. a company organized under the laws of the State of Israel (the “Company”) with its principal address at 18 Einstein St., Ness Ziona 7414001, Israel, and BlueOcean Sustainability Fund, LLC, a limited liability company organized under the laws of the State of Delaware (“BlueOcean” aka "BlueSoundWaves") with its principal address at 420 West End Avenue, NY, NY USA.
Letter of Exemption Drawn up and signed in ________ on _____ ___, 20__Letter of Exemption • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
Whereas: The Company has decided, after having received all the authorizations of the Company’s organs required by law and by the Company's Articles of Association at the time of issuance of this letter, to grant its Office Holders, within the meaning of this term in Section 1 of the Companies Law, 1999 (“Office Holder” and “the Law”, respectively), exemption from responsibility on account of breach of the duty of care towards it, in respect of fulfilling their positions in the Company and/or in its subsidiaries, associate companies and other bodies in which the Company is commercially involved (the “Integrated Companies”), including tenure on behalf of the Company as an Officer in an Integrated Company, in the widest sense permitted according to the provisions of the law and the Company's Articles of Association at the time of the grant of this letter, as stipulated below in this letter.
Lease Made and signed in Tel Aviv on May 18, 2021Lease • March 24th, 2022 • MeaTech 3D Ltd. • Food and kindred products
By authorization vested in Gav Yam Lands under a marketing and operating agreement dated December 21, 1995 by the title holders of the land (1) Weizmann Institute of Science, Company No. 52-0016858; and (2) Gav Yam High-Tec Ltd., Company No. 51-1921785, the title holders of the land (hereinafter jointly: the “Lessor”)
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • December 31st, 2020 • Meat-Tech 3D Ltd. • Food and kindred products
Whereas the Employee has the qualifications for fulfilling the Position and interested to be employed by the Company in the Position; and
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES OF PEACE OF MEAT BVSale and Purchase Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products • Brussels
Each hereafter referred to individually as a “Transferring Shareholder” and jointly as the “Transferring Shareholders”;
Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • MeaTech 3D Ltd. • Food and kindred products • New York
MeaTech 3D Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of [____] American Depositary Shares (the “ADSs”) of the Company (the “Firm ADSs”), each ADS representing [___] ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) and, in the aggregate, representing [____] Ordinary Shares. The respective amounts of the Firm ADSs to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [____] ADSs (representing [____] Ordinary Shares, in the aggregate) (the “Option ADSs”) from the Company. The Firm ADSs and th
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • February 18th, 2021 • Meat-Tech 3D Ltd. • Food and kindred products
THIS AGREEMENT (“Agreement”) is made on the 29th day of January, 2020 by and between Meat-Tech 3D Ltd. (Registration Number 520041955), an Israeli corporation whose principal place of business is 18 Einstein St., Ness Ziona, Israel (“Company”), and Sharon Fima, a Israeli ID 031927098, of Hashikma 234, Kfar Hanagid, Israel (“Executive”).
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES OF PEACE OF MEAT BVShare Purchase Agreement • December 31st, 2020 • Meat-Tech 3D Ltd. • Food and kindred products • Brussels
Each hereafter referred to individually as a “Transferring Shareholder” and jointly as the “Transferring Shareholders”;
AMENDMENT NO. 1 TO WARRANTSCommon Stock Purchase Warrant • January 10th, 2023 • Steakholder Foods Ltd. • Food and kindred products
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) dated this 6th day of January, 2023, by and among Steakholder Foods Ltd., an Israeli company (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES STEAKHOLDER FOODS LTD.Placement Agent Warrant Agreement • July 27th, 2023 • Steakholder Foods Ltd. • Food and kindred products
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 25, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Steakholder Foods Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be e
