ContractConvertible Promissory Note and Loan Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS CONVERTIbLE PROMISSORY NOTE AND LOAN AGREEMENT AND THE SHARES ISSUABLE UPON CONVERSION HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS SERIES B PREFERRED SHARE Purchase Agreement (the “Agreement”) is made as of the 4 day of October, 2017 (the “Effective Date”), by and between Entera Bio Ltd., an Israeli company (the "Company") and the Investors whose names are listed in Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANTWarrant Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS WARRANT AND THE APPLICABLE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
ContractInvestors’ Rights Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 4 day of October, 2017 (the “Effective Date”), by and among Entera Bio Ltd., an Israeli company (the “Company") and those individuals and entities listed on Schedule A hereto (including each of the 2012 Lenders which are party to a convertible financing agreement entered into with the Company as of November 2012) (the “Investors").
CONVERTIBLE FINANCING AGREEMENTConvertible Financing Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This convertible Financing Agreement (the “Agreement”) is made and entered into as of the 8 day of November. 2012, by and among Entera Bio Ltd., a company incorporated under the laws of the State of Israel having its principal offices at 3 Avishai St, Jerusalem 93149, Israel (the “Company”); D.N.A. Biomedical Solutions Ltd. (“D.N.A.”) and the investors set out in Exhibit 1 hereto (the “Investors”, and each individually, an “Investor”).
Amendment to Series A Preferred Share Purchase AgreementSeries a Preferred Share Purchase Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
Reference is made to the Series A Preferred Share Purchase Agreement, dated as of January 29, 2014 and between Entera Bio Ltd. (the “Company”) and Centillion Fund (the “Investor”), as amended on June 18, 2014, January 21, 2015 and November 2015 (as amended, the “Agreement”). Any capitalized terms used but not defined herein shall have such meaning provided to them in the Agreement.
