Underwriting AgreementUnderwriting Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
PolyPid Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] ordinary shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional ordinary shares (the “Optional Shares”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractPolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
Second Addendum of Lease Agreement dated March 27, 2014PolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement [hereinafter: “the Original Agreement”] according to which the Lessee leases the Leased Premises within their meaning in the Original Agreement;
Lease AgreementLease Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus
Whereas: The Lessor declares that it is the right holder in the Land and it is the registered holder in the Land (except for parcels 201 and 202), within their meaning in Section 202 hereunder, and the sole owner of the Land;
First Addendum of Lease Agreement dated March 27, 2014PolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement according to which the Lessee leased the Leased Premises, within their meaning in the Lease Agreement, located in HaSivim St. in Petah Tikva (hereinafter respectively: “the Agreement” and “the Leased Premises”);
Addendum to the Lease Agreement dated March 27, 2014PolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement [hereinafter: “the Original Agreement”] according to which the Lessee leases the Leased Premises within their meaning in the Original Agreement;
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 31 day of October, 2017, by and among (i) PolyPid Ltd., an Israeli private company (the “Company”), (ii) the entities and individuals identified in Schedule 1 attached hereto (collectively, the “Existing Investors”), and (iii) the individuals and entities identified in Schedule 2 hereto (the “Series E Investor”, and together with the Existing Investors, the “Investor(s)”).
No. 1 WARRANT TO PURCHASEPolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
THIS WARRANT is issued to Xenia Venture Capital Ltd. or its assigns (the “Holder”) by Polypid Ltd., an Israeli corporation (the “Company”), pursuant to the terms of that certain Founders’ and Share Purchase Agreement dated March 16, 2008 (the “Agreement”) according to which the Holder is issued this Warrant to purchase 450,000 Series A Preferred Shares, par value NIS 0.10 each, of the Company (the “Warrant Shares”), as adjusted or readjusted pursuant to Section 3 hereof, on the terms set forth herein, representing (as reflected in the Cap Table attached to the Agreement as Exhibit 2.1(a)) 4.50% of the Company’s share capital on a Fully Diluted Basis (as defined in the Agreement) immediately after the Closing (as defined in the Agreement).
POLYPID LTD. (the “Company”) DIRECTOR AND OFFICER INDEMNITY AND EXCULPATION AGREEMENTDirector and Officer Indemnity and Exculpation Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT, dated as of , is between PolyPid Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and , a director or officer of the Company (the “Indemnitee”).
