PRE-FUNDED COMMON STOCK PURCHASE WARRANT Nuvectis Pharma, Inc.Nuvectis Pharma, Inc. • July 29th, 2022 • Pharmaceutical preparations
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 the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), up to [ ______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (“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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2022 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2022, between Nuvectis Pharma, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2022 • Nuvectis Pharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2022, by and between Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between NUVECTIS PHARMA, INC. and as Representative of the Several Underwriters Nuvectis Pharma, Inc.Underwriting Agreement • February 4th, 2022 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Nuvectis Pharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Nuvectis Pharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF WARRANTNuvectis Pharma, Inc. • October 28th, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
UNDERWRITING AGREEMENT between NUVECTIS PHARMA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters Nuvectis Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2021 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Nuvectis Pharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Nuvectis Pharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PREFERRED INVESTMENT OPTION Nuvectis Pharma, Inc.Nuvectis Pharma, Inc. • July 29th, 2022 • Pharmaceutical preparations
THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 [SIX MONTHS FOLLOWING THE ISSUE DATE] (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 Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENT March 17, 2023The Market Offering Agreement • March 17th, 2023 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • New York
Nuvectis Pharma, 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:
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2021 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 1, 2021 (the “Effective Date”) by and between Shay Shemesh (“Employee”) and Nuvectis Pharma, Inc., a Delaware corporation (the “Company”). The Employee and the Company are hereinafter referred to individually as a “Party” and together as the “Parties.”
LICENCE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH and NUVECTIS PHARMA, INC. University of Edinburgh Legal Services Old College South Bridge Edinburgh, EH8 9YL Ref: [***]Licence Agreement • October 21st, 2021 • Nuvectis Pharma, Inc. • Pharmaceutical preparations
Acquisition Event means (A) the acquisition by any person or entity who or which, together with all associates of such person or entity, shall become the beneficial owner of fifty percent (50%) or more of Nuvectis’s common stock then outstanding, through an unsolicited tender offer or exchange offer or other acquisition of such number of shares by such person, or (B) a change in the majority of the board of directors, whether by resignation or removal, which change occurs as a result of the acquisition of a Controlling interest in the outstanding voting stock of Nuvectis by any person or entity; (C) a merger, consolidation, or reorganisation between Nuvectis and another entity with Nuvectis being either the surviving entity or the acquired entity, or the transfer of assets into Nuvectis for fifty percent (50%) or more of Nuvectis’s equity securities or securities exercisable or convertible into Nuvectis’s equity securities by any person or entity; (D) any sale, lease, assignment, trans
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].Licence Agreement • October 21st, 2021 • Nuvectis Pharma, Inc. • Pharmaceutical preparations • England and Wales
