EXHIBIT D REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 11, 2023, by and between SCISPARC LTD., an Israeli corporation, with headquarters located at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel (the “Company”), and GENERATING ALPHA LTD., a company domiciled and registered in Saint Kitts and Nevis (the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
AEGIS CAPITAL CORP.Placement Agent Agreement • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by SciSparc Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its ordinary shares, warrants, and pre-funded warrants (collectively, the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS AEGIS CAPITAL CORP., A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA.Securities Purchase Agreement • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations • Nevis
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2023, by and between SCISPARC LTD., an Israeli corporation, with headquarters located at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel (the “Company”), and GENERATING ALPHA LTD., a company domiciled and registered in Saint Kitts and Nevis (the “Buyer”). Aegis Capital Corp (the “Placement Agent”) is the placement agent for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA.
PREFUNDED ORDINARY SHARE PURCHASE WARRANT SCISPARC LTD.Security Agreement • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations
This PREFUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the Shares (as defined in the Purchase Agreement (as defined below) to the Holder (as defined below), Generating Alpha Ltd., a Saint Kitts and Nevis Company (including any permitted and 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 of issuance hereof, SCISPARC LTD., a corporation incorporated in Israel with principal executive offices located at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel (the “Company”), 3,860,216 Ordinary Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securitie
