REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2006, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 17, 2006, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and
ESCROW AGREEMENTEscrow Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 22nd day of March 2006, by and among JPMorgan Chase Bank, N.A., a national banking association (the “Escrow Agent”), XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), J.P. Morgan Securities Inc. (“JPMorgan”), Brean Murray, Carret & Co., LLC (“Brean”), Oppenheimer & Co. Inc. (“Oppenheimer”), and Punk, Ziegel & Company, L.P. (“Punk Ziegel”, and together with JPMorgan, Brean, and Oppenheimer, the “Placement Agents”).
CHIEF EXECUTIVE OFFICER’S AGREEMENTChief Executive Officer Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Agreement, is made and entered into this the 3rd day of January 2006, by and between XTL Biopharmaceuticals, Ltd. ("XTL" or the "Company"), an Israeli-domiciled corporation having an address at Kiryat Weizman Science Park, 3 Hasapir Street, Building 3, P.O. Box 370, Rehovat 76100, Israel and Ron Bentsur, an individual residing at 212 Highwood Avenue, Tenafly, NJ 07670, U.S.A.("Bentsur").
LOCK-UP LETTER AGREEMENTLock-Up Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
ORDINARY SHARES PURCHASE WARRANT To Purchase ____________ Ordinary Shares of XTL Biopharmaceuticals Ltd.Ordinary Shares Purchase Warrant • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
THIS ORDINARY SHARES PURCHASE WARRANT CERTIFIES that, for value received, ___________________________ (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 Effective Date (the “Initial Exercise Date”) and on or prior to the close of business on March 22, 2011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), up to ___________ ordinary shares (the “Warrant Shares”), par value NIS 0.02 per ordinary share, of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share (the “Exercise Price”) under this Warrant shall be to $0.875, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
