SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2020 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription”) is dated as of February 13, 2020, by and between Sol-Gel Technologies Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), and M. Arkin Dermatology Ltd., an Israeli company (the “Investor”).
Sol-Gel Technologies Ltd. 2,091,907 Ordinary Shares (Par Value NIS 0.1 Per Share) 2,091,907 Warrants, each to Purchase 0.8 of an Ordinary Share UNDERWRITING AGREEMENTWarrant Agreement • February 14th, 2020 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
If at any time from and after August 19, 2021, the simple average of the daily VWAP of the Company's Ordinary Shares on the Nasdaq Global Market (or other national stock exchange or market on which the Ordinary Shares are then listed or quoted) equals or exceeds $21.00 per share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the "Mandatory Exercise Measuring Period"), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 of the Warrant Agreement at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise by delive
