ContractPerceptive Advisors LLC • March 9th, 2017 • Biological products, (no disgnostic substances) • New York
Execution Version SECOND CLOSING EFFECTIVE DATE WARRANT THIS WARRANT AGREEMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW. Warrant Certificate No.: _ Original Issue Date: December 6, 2016 FOR VALUE RECEIVED, VBI VACCINES INC., a British Columbia corporation (the "Company"), hereby certifies that PERCEPTIVE CREDIT HOLDINGS, LP or its permitted transferees and assigns (the "Holder") is entitled to purchase from the Company up
EXECUTION VERSION SHARE PURCHASE AGREEMENT AMONG VBI VACCINES INC. AND THE INVESTORS PARTY HERETOVersion Share Purchase Agreement • March 9th, 2017 • Perceptive Advisors LLC • Biological products, (no disgnostic substances)
EXECUTION VERSION SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT, dated as of December 5, 2016 (this "Agreement"), is by and among VBI Vaccines Inc., a corporation organized under the laws of British Columbia, Canada (the "Company"), and each investor identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors"). RECITALS A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemptions from registration afforded by, in the case of U.S. Investors, Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D ("Regulation D"), as promulgated by the United States Securities and Exchange Commission (the "SEC") thereunder, and, in the case of non-U.S. Investors, Regulation S ("Regulation S"), as promulgated by the SEC under the Securities Act. B. Each Investor, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms
JOINT FILING AGREEMENTJoint Filing Agreement • March 9th, 2017 • Perceptive Advisors LLC • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of VBI Vaccines, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of March 9, 2017.
ContractCredit Agreement and Guaranty • March 9th, 2017 • Perceptive Advisors LLC • Biological products, (no disgnostic substances)
ANNEX A TO THIRD AMENDMENT AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY dated as of December 6, 2016 by and among VARIATION BIOTECHNOLOGIES (US), INC., as the Borrower, THE GUARANTORS PARTY HERETO, and PERCEPTIVE CREDIT HOLDINGS, LP, as the Lender ny-1263415
