AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT
Exhibit 10.6
AMENDMENT TO
This Amendment (this “Amendment”), dated June 18, 2014, amends that certain Series A Preferred Share Purchase Agreement by and between EnteraBio Ltd. and Centillion Fund, dated January 29, 2014 (the “SPA”) as follows:
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1.
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Section 9.10 of the SPA shall be amended to read as follows:
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“9.10 Registration of Shares. The Company shall use its reasonable efforts to (i) file with the SEC a registration statement on Form F-1 for the purpose of effecting an initial public offering of its Ordinary Shares (the “QIPO”) following the consummation of which the Company’s shares shall be listed on the NASDAQ or NYSE MKT LLC (AMEX) no later than November 1, 2014, (ii) to appoint underwriters for the purpose of effecting the QIPO, and (iii) to consummate the QIPO no later than May 1, 2015.
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2.
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Schedule 1.2(a) to the SPA (Milestone) shall be amended and replaced with the Schedule 1.2(a) attached as Exhibit A hereto.
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All terms not otherwise defined herein shall have the meaning ascribed to such terms in the SPA
Any modifications to this Amendment or to the SPA must be in writing and signed by authorized representatives of both parties.
Other than as specifically stated above, the SPA shall remain unchanged. In the event of any inconsistency between the terms of this Amendment and the terms of the SPA, the terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.
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CENTILLION FUND
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By:
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/s/ Xxxxxxx Xxxxxxxx
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Name: Xxxx Xxxxx
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Title:
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CEO
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Title: X/X
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XXXXXXX X
Xxxxxxxx 0.0(x)
Xxxxxxxxx
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Xxxxxxxxx Event
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Milestone Last Date
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Milestone Investment Amount
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Milestone Shares
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The company shall have filed with the SEC a Form F-1 for the purpose of effecting a QIPO for the purpose that following the consummation of which the Company’s shares shall be listed on the NASDAQ or NYSE MKT LLC (AMEX) and by the initial filing of the Form F-1 the Company has appointed underwriters for such purpose, the identity of which to be approved by the Investor at its reasonable discretion
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November 1, 2014
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US$2,000,000
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4,172 Preferred Shares
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Consummation of the QIPO following which the Company’s shares shall be listed on the NASDAQ or NYSE MKT LLC (AMEX)
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May 1, 2015
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US$1,000,000
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2,086 Preferred Shares
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