REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2011 • Integrity Applications, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of December, 2010 by and among INTEGRITY APPLICATIONS, INC., a Delaware corporation (the “Company”), ANDREW GARRETT, INC. a broker-dealer registered with the Financial Industry Regulatory Authority, Inc., (the “Placement Agent”), and each of the undersigned investors (collectively with the Placement Agent, the “Investors”) who has executed and delivered either (i) a subscription agreement, dated on or about the date hereof, by and between the Company and such Investor (the “Subscription Agreement”), in connection with the offering by the Company of up to $12.5 million of shares of its Common Stock, or (ii) that certain Note Purchase Agreement, dated March 9, 2010 (the “Note Purchase Agreement”), among A.D. Integrity Applications Ltd, an Israeli company (“Integrity-Israel”), such Investor, and the other signatories thereto, in connection with the sale and issuance by Integrity-Israel of its
INTEGRITY APPLICATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] AgreementNon-Qualified Stock Option Agreement • August 22nd, 2011 • Integrity Applications, Inc. • Delaware
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • August 22nd, 2011 • Integrity Applications, Inc.
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 19 day of October, 2010 by and between A.D. Integrity Applications Ltd. (No. of Company 51-315187-8), of 102 Ha’Avoda St., P.O. Box 432, Ashkelon, 78100, Israel (the “Company”) and Avner Gal (the “Manager”).
COMMON STOCK PURCHASE WARRANT To Purchase ____________ Shares of Common Stock of INTEGRITY APPLICATIONS, INC.Common Stock Purchase Warrant • August 22nd, 2011 • Integrity Applications, Inc. • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) is being issued pursuant to that certain Placement Agent Agreement, dated September 1, 2009, by and between Andrew Garrett, Inc. (the “Placement Agent”), Integrity Applications, Inc. (the “Company”), and A.D. Integrity Applications, Ltd., a wholly owned subsidiary of Integrity Applications, Inc. (the “Subsidiary”), as amended, whereby the Placement Agent served as placement agent in connection with a private placement of Common Stock (defined below) as further described in the Confidential Private Offering Memorandum (the “PPM”), dated July 26, 2010, as supplemented from time to time (the “Offering”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2011 • Integrity Applications, Inc. • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of July 25, 2010 between Integrity Applications, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
Investment Agreement Entered into and signed on Thursday, February 18, 2003 Between of 22 Ha’amal St., Southern Industry Zone Ashkelon (hereinafter: the “Company”) And:Investment Agreement • August 22nd, 2011 • Integrity Applications, Inc.
Notwithstanding the aforesaid, it is hereby agreed that promptly after the signing hereof the Company shall issue shares and/or options in an amount, which shall not exceed 3.4% of the Company’s issued share capital, to the Company’s employees Ivgeni Neidis and/or Yakov Ositianski. The deeds of issuance of shares shall be deposited with the Trustee and be registered on the name of the aforesaid employees, if and insofar as they achieve the targets and the milestones agreed with them in their employment contracts with the Company. If the aforesaid employees do not achieve the determined targets as aforesaid, then the Company shall cancel the aforesaid issuance and the Trustee shall register the aforesaid shares back on the name of the parties hereto.
AgreementAgreement • August 22nd, 2011 • Integrity Applications, Inc.
This Agreement (the "Agreement") is made as of October 2nd, 2005 (the “Effective Date”), by and between Technology Transfer Group, a membership with principal office situate at 4/3 Shay Agnon Street, Ra’anana, Israel, duly represented by Menachem Sharon and Ari Kanichowsky (the “Finder”), and Integrity Applications Ltd., of 22 He'Amal Street, South Industrial Zone, P.O. Box 432, Ashkelon, 78100, Israel (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2011 • Integrity Applications, Inc. • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this ___ day of____________, 2010 by and between INTEGRITY APPLICATIONS, INC., a Delaware corporation, (together with the Subsidiary (as defined below), the “Company”), and the undersigned (the “Purchaser”).
AMENDMENT NO. 1 TO EXCLUSIVE PLACEMENT AGENT AGREEMENTExclusive Placement Agent Agreement • August 22nd, 2011 • Integrity Applications, Inc.
This Amendment No. 1 to Exclusive Placement Agent Agreement (this “Amendment”), effective as of December 16, 2010, is entered into by and between Andrew Garrett, Inc. (the “Placement Agent”), Integrity Applications, Inc., a Delaware corporation (the “Company”), and A.D. Integrity Applications Ltd., an Israeli corporation and a wholly owned subsidiary of the Company (“Subsidiary”) and each of their respective successors and assigns.
Irrevocable Undertaking of IndemnificationIndemnification • August 22nd, 2011 • Integrity Applications, Inc.
This Irrevocable Undertaking of Indemnification (the “Undertaking”) is made and entered as of the 26th day of July, 2010, by and among (a) Integrity Applications, Inc., a Delaware corporation (the “Company”), (b) Avner Gal (“Gal”), (c) Zvi Cohen (“Cohen”), (d) Ilana Freger (“Ilana”), (e) David Malka (“Malka”), and (f) Alexander Raykhman (“Raykhman”).
