UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations • New York
The undersigned, Polyrizon Ltd. an Israeli company (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter the “Underwriter”) as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations • New York
The undersigned, Polyrizon Ltd. an Israeli company (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter the “Underwriter”) as follows:
Warrant Agent AgreementWarrant Agent Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2024 (the “Issuance Date”) is between Polyrizon Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2022 • Polyrizon Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 20 , is entered into by and between Polyrizon Ltd., an Israeli company whose address is 5 Hatidhar St, Raanana, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
ORDINARY SHARES PURCHASE WARRANT POLYRIZON LTD.Ordinary Shares Purchase Warrant • September 9th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Polyrizon Ltd., an Israeli company (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 shall initially be issued and maintained in the form of a security held in book-entry
PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT POLYRIZON LTD.Pre-Funded Ordinary Shares Purchase Warrant • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations • New York
THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its registered 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 Polyrizon Ltd., an Israeli company (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).
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • October 7th, 2022 • Polyrizon Ltd. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES(the “Warrant”) certifies that, for value received, Aegis Capital Corp., 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”)3 and prior to [ ], 2027 at 5:00 p.m. (New York time) (the “Termination Date”)4 but not thereafter, to subscribe for and purchase from POLYRIZON LTD., an Israeli company (the “Company”), up to [ ]ordinary shares par value NIS 0.04 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exclusive Patent License AgreementExclusive Patent License Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
This Exclusive Patent License Agreement (the “Agreement”), effective as of the date set forth above the signatures of the parties below (the “Effective Date”), is between SciSparc Ltd., an Israeli company, with a principal office at 20 Raul Walenberg St., Tel Aviv, Israel (“Licensor”) and Polyrizon Ltd., an Israeli corporation, with a principal place of business at 5 Hatidhar St., R’annana, Israel (“Licensee”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of 13th August, 2024 (the “Effective Date”) by and among Polyrizon Ltd., an Israeli Company number 513637025(the “Company”), and L.I.A Pure Capital Ltd., Company No. 514408715 with its address at Raul Walenberg 20, Tel Aviv, Israel (“Pure”) and Reuven Srugo Construction Company Ltd., company No. 510901630 of Rehov Ein Hakoreh 10 7528910 Rishon Leziyon Israel (“Srugo”) (Pure and Srugo together the “Lenders” and each a “Lender”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE AGREEMENT (this “Agreement”) made as of May 12th , 2024 (the “Effective Date”), by and among Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5Hatidhar St., Ra’anana, Israel (the “Company”), Mr. Raul Srugo holding Israeli ID No. 069624500 and his affiliates listed in Exhibit A hereto (collectively “Srugo” or the “Purchasers”).
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosedConfidentiality Agreement • February 3rd, 2023 • Polyrizon Ltd. • Pharmaceutical preparations
This Agreement (the “Agreement”) is made and entered into this 7th day of June 2022 (“Effective Date”) by and between Polyrizon Ltd., Company Number 513637025 located at 5 Hatidhar St. R’annana, Israel. (“Polyrizon”), and NurExone Biologic Ltd., Company No. 516209202 located at 9 Mezada St., Bney Brak, Israel (“Nurexone”). (collectively referred to as “Parties” and each may be referred individually as a “Party”).
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Confidentiality Agreement • February 3rd, 2023 • Polyrizon Ltd. • Pharmaceutical preparations
This Agreement (the “Agreement”) is made and entered into this 30th day of May, 2022 (“Effective Date”) by and between Polyrizon Ltd., Company Number 513637025 located at 5 Hatidhar St. R’annana, Israel. (“Polyrizon”), and SciSparc Ltd., Company No. 513581652 located at 20 Raul Walenberg St., Tel Aviv, Israel (“SciSparc”). (Collectively referred to as “Parties” and each may be referred individually as a “Party”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE AGREEMENT (this “Agreement”) made as of 20 June, 2023 (the “Effective Date”), by and among Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5Hatidhar St., Ra’anana, Israel (the “Company”), Medigus Ltd., a company incorporated under the laws of the state of Israel, whose principle address is at 10 HaNechoshet Street, 6971072, Tel Aviv, Israel (“Medigus”), Mr. Raul Srugo holding Israeli ID No. 069624500 and his affiliates listed in Exhibit A hereto (collectively “Srugo”), the persons and/or entities listed in Exhibit B hereto (together with Medigus and Srugo each, a “Purchaser” and collectively, the “Purchasers”) and the investors under various Simple Agreement for Future Equity Agreements dated January 30th 2022, June 8th 2022 and August 21st 2022 (collectively, the “SAFE Agreements”) whose names are listed in Exhibit C attached hereto (each a “SAFE Holder” and collectively, the “SAFE Holders”, and t
ContractSafe • August 10th, 2022 • Polyrizon Ltd. • Pharmaceutical preparations
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE ISRAELI SECURITIES LAW 5728 – 1968, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ADDENDUM TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS ADDENDUM TO THE SHARE PURCHASE AGREEMENT (this “Addendum”) is made as of the 15th day of Dec 2021 by and between Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5 Zarhin St. , Ra’anana, Israel (the “Company) and Medigus Ltd., a company incorporated under the laws of the state of Israel, whose principle address is at 3 HaNechoshet Street, building B, 6971068, Tel Aviv, Israel (the “Purchaser”). The Company and the Purchaser shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.
SECOND ADDENDUM TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS SECOND ADDENDUM TO THE SHARE PURCHASE AGREEMENT (this “Second Addendum”) is made as of the 23 day of December 2021 by and between Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5 Ha- Tidhar St., Ra’anana, Israel (the “Company”) and Medigus Ltd., a company incorporated under the laws of the state of Israel, whose principle address is at 3 HaNechoshet Street, building B, 6971068, Tel Aviv, Israel (the “Purchaser”). The Company and the Purchaser shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of February 4, 2023 (the “Effective Date”) by and among Polyrizon Ltd., an Israeli Company number 513637025(the “Company”), and the lenders set forth in Schedule 1 (the “Lenders” and each a “Lender”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE AGREEMENT (this “Agreement”) made as of July 15, 2020 (the “Agreement Date”), by and between Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at Keren HaYesod 25, Raanana, 4330515, Israel (the “Company”) and Medigus Ltd. a company incorporated under the laws of the state of Israel, whose principle address is at Omer Industrial Park No. 7A, P.O. Box 3030, Omer 8496500 (the “Purchaser”), each a “Party” and together the “Parties”.
THIRD ADDENDUM TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS THIRS ADDENDUM TO THE SHARE PURCHASE AGREEMENT (this “Third Addendum”) is made as of the 21st day of November 2023 by and between Polyrizon Ltd., a ess is at 5rcompany incorporated under the laws of the state of Israel, whose principal add rated underoZarhin St., Ra’anana, Israel (the “Company”) and Medigus Ltd., a company incorp eet, building B,rthe laws of the state of Israel, whose principle address is at 3 HaNechoshet St l6971068, Tel Aviv, Israel (the “Purchaser”). The Company and the Purchaser shaled to as arhereinafter be collectively referred to as the “Parties” and individually refer. “Party”
FOURTH ADDENDUM TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS FOURTH ADDENDUM TO THE SHARE PURCHASE AGREEMENT (this “Fourth Addendum”) is made as of the 7th day of May 2024 (the “Effective Date”) by and between Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5 Hatidhar St., Ra’anana, Israel (the “Company”) and Medigus Ltd., a company incorporated under the laws of the state of Israel, whose principle address is at 3 HaNechoshet Street, building B, 6971068, Tel Aviv, Israel (the “Purchaser”). The Company and the Purchaser shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.
