FORM OF EXCHANGE AGREEMENT by and among Protalix BioTherapeutics, Inc. and the Parties Signatory Hereto Dated as of December 1, 2016Exchange Agreement • December 7th, 2016 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EXCHANGE AGREEMENT dated as of December 1, 2016 (this “Agreement”), by and among Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).
PROTALIX BIOTHERAPEUTICS, INC. AS ISSUER AND EACH OF THE GUARANTORS PARTY HERETO 7.50% SENIOR SECURED CONVERTIBLE NOTES DUE 2021 INDENTURE DATED AS OF DECEMBER 7, 2016 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE WILMINGTON SAVINGS FUND...Indenture • December 7th, 2016 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of December 7, 2016, among Protalix Biotherapeutics, Inc., a Delaware corporation (“Company”), the Guarantors (as defined below) party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), registrar, paying agent and conversion agent, and Wilmington Savings Fund Society, FSB (“WSFS”), as the collateral agent (the “Collateral Agent”).
Dated 7 December 2016 BETWEEN PROTALIX BIOTHERAPEUTICS, INC. as the Company AND ALTSHULER SHAHAM TRUSTS LTD. as Security Trustee FORM OF SECURITY AGREEMENT/DEBENTURE UNLIMITED IN AMOUNTSecurity Agreement • December 7th, 2016 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • Tel-Aviv
FORM OF NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 7th, 2016 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Note Purchase Agreement (this “Agreement”) is made as of December 1, 2016, by and among Protalix BioTherapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each purchaser identified on the signature pages hereof (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Each Purchaser hereby confirms its agreement with you as follows:
FORM OF SECURITY AGREEMENT dated as of December 7, 2016 among PROTALIX BIOTHERAPEUTICS, INC. THE GUARANTORS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral AgentSecurity Agreement • December 7th, 2016 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITY AGREEMENT dated as of December 7, 2016 (the “Effective Date”) among Protalix BioTherapeutics, Inc., as Issuer (the “Issuer”), the Guarantors party hereto and Wilmington Savings Fund Society, FSB, as Collateral Agent (the “Collateral Agent”).
