Check-Cap Ltd. [•] Units Each Unit Consisting of One Ordinary Share (NIS 0.20 Nominal Value) and One-Half of a Series A Warrant to Purchase One Ordinary Share Together with [•] Long Term Incentive Warrants to Purchase Ordinary Shares to be Issued with...Underwriting Agreement • February 12th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
Check-Cap Ltd., an Israeli company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of [•] units (the “Firm Units”) (the respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule A hereto), and, at the election of the Representative, up to all of the Option Units (as defined below) (the Firm Units and the Option Units that the Underwriters elect to purchaser are herein collectively called the “Units”). Each Unit consists of one ordinary share, par value NIS 0.20 nominal value, of the Company (each an “Ordinary Share” and collectively, the “Ordinary Shares”) and one-half of a warrant to purchase one Ordinary Share (each a “Series A Warrant” and collectively, the “Series A Warrants”). Each
WARRANT AGREEMENT Check-Cap Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant AgentWarrant Agreement • February 12th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2015, is by and between Check-Cap Ltd., an Israeli company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
AMENDMENT TO SHAREHOLDERS' AGREEMENTShareholders' Agreement • February 12th, 2015 • Check-Cap LTD • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Shareholders' Agreement (the "Amendment") dated as of January __, 2015, is made by and among Check-Cap Ltd. (the "Company"), the Shareholders and the Lenders (as such terms are defined in the Shareholders' Agreement). The Company, Shareholders and Lenders are hereinafter collectively referred to as the "Parties."
