underwriter’s ORDINARY SHARE PURCHASE WARRANT TODOS MEDICAL LTD.Ordinary Share Purchase Warrant • July 3rd, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Group LLC or its assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20242 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Todos Medical ltd., a company incorporated under the laws of the State of Israel (the “Company”), up to 1,920,000 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warr
24,000,000 UNITS, each CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHARE OF TODOS MEDICAL LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2019 • Todos Medical Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, Todos Medical Ltd., a company incorporated under the laws of the State of Israel (collectively with its subsidiaries and affiliates, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative of the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
