AMENDMENT TO SERIES B PREFERRED SHARE PURCHASE AGREEMENT
Exhibit 10.17
AMENDMENT TO SERIES B PREFERRED SHARE PURCHASE AGREEMENT
This Amendment (this “Amendment”) to that certain Series B Share Purchase Agreement dated as of October 4, 2017 (the “SPA”), by and between Entera Bio Ltd., an Israeli company (the “Company”) and the Investors whose names are listed in Exhibit A therein, is entered into as of December 18, 2017.
WHEREAS, the Company and the Investors holding the majority of the Purchase Price (including by way of assignment), including D.N.A Biomedical Solutions Ltd. wish to amend certain terms of the SPA as detailed herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:
All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the SPA.
| 1. | Notwithstanding anything to the contrary in the SPA, including Sections 1.3 and 3, the Company may affect one or more Deferred Closings, at such date, time and place as the Company’s Board of Directors shall determine at its sole discretion, provided that the last Deferred Closing shall occur no later than January 10, 2018. |
| 2. | Notwithstanding anything to the contrary in the SPA, the aggregate amount to be invested by Deferred Investors at the Deferred Closings between the date hereof and January 10, 2018 shall not exceed US $1,000,000. |
| 3. | This Amendment consitutes an amendment pursuant to the provisions of Section 9.5 of the SPA. By executing and delivering this Amendment, the Parties hereto, constituting the required majority pursuant to Section 9.5 of the SPA, acknowledge and agree to amend the SPA as per the provisions of this Amendment with immediate effect. Except as expressly amended under this Amendment, the terms and conditions of the SPA shall remain in full force and effect. |
| 4. | In the event of an inconsistency between this Amendment and the SPA, the terms of this Amendment shall prevail. This Amendment shall be subject to the terms of Section 9 of the SPA (“Miscellaneous”). |
[Remainder of Page Intentionally Left Blank - Signature Page to Follow]
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IN WITNESS WHEREOF the parties have signed this Amendment to the Series B Preferred Share Purchase Agreement as of the date first hereinabove set forth.
| The Company: | ||
| ENTERA BIO LTD. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | CEO | |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
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| The Shareholder: | |||
| D.N.A. Biomedical Solutions Ltd. | |||
| By: | /s/ Xxxxxxx Xxxxx | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxx | Xxxx Xxxxxxxx | |
| Title: | CEO | Director | |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
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| The Shareholder: | |||
| Capital Point Ltd. | |||
| By: | /s/Yossi Tamar | /s/ Xxxx Xxxx | |
| Name: | Yossi Xxxxx | Xxxx Lior | |
| Title: | CFO | CFO | |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
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| The Shareholder: | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | President, Xxxxxxxx Advisors, Inc. | |
(Adviser to Xxxxxxxx Capital Partners L.P. & Xxxxxxxx Master Fund L.P.)
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
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| The Shareholder: | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | ||
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
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| The Shareholder: | ||
| Centillion Fund | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | C/O | |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
