REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of October, 2019, by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholder on the signature page hereto (each, an “Stockholder” and collectively, the “Stockholders”).
BIOMX INC. Indemnification AgreementIndemnification Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , by and between BiomX Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • California
This License Agreement (“Agreement”) is made as of the 15th of December, 2017 (“Effective Date”), by and among BiomX Ltd., a Israeli corporation, having its principal place of business at 2 Ilan Ramon St. Ness Tziona, Israel (the “Company”), Keio University, a university duly organized and existing under the laws of Japan, having its principal address at 2-15-45 Mita, Minato-ku, Tokyo 108-8345, Japan (the “University”), and JSR Corporation, a company duly organized and existing under the laws of Japan, having its principal place of business at 1-9-2, Higashi-Shimbashi, Minato-ku, Tokyo, 105-8640, Japan (“JSR”), each referred to herein individually as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of October 28, 2019, by and between: Chardan Healthcare Acquisition Corp., a Delaware corporation (“Parent”), Shareholder Representative Services LLC, a Colorado limited liability company, (the “Stockholder Representative”), solely in its capacity as representative of the stockholders of the Company, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
CHARDAN HEALTHCARE ACQUISITION CORP. VOTING AGREEMENTVoting Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of October 28, 2019 by and among Chardan Healthcare Acquisition Corp., a Delaware corporation (the “Company”), BiomX Ltd., an Israeli company (“BiomX”), Chardan Investments, LLC (“Chardan”) and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and MBcure Ltd. (“COMPANY”), a company formed under the laws of Israel, having its principal office at 2 Ilan Ramon, Ness Ziona, Israel.
AGREEMENTPurchase Agreement • November 1st, 2019 • BiomX Inc. • Blank checks • New York
This AGREEMENT (this “Agreement”) is made as of this 28th day of October, 2019 by and between Cornix LLC (“Buyer”) and Chardan Healthcare Acquisition Corp. (“CHAC”).
RESEARCH AND LICENCE AGREEMENTResearch and License Agreement • November 1st, 2019 • BiomX Inc. • Blank checks
WHEREAS: (A) in the course of research conducted at the Weizmann Institute of Science (“the Institute”), under the supervision of Dr. Eran Elinav of Department of Immunology and Professor Rotem Sorek of the Department of Molecular Genetics (“the Scientists”), the Scientists together with other scientists of the Institute (all of the aforementioned persons collectively “the Inventors”) created and/or generated the know-how and/or materials and other information described in Appendix A hereto, using the Institute’s state of the art preclinical germ-free mouse facility, anaerobic facility, robotic facility for high throughput phage discovery and sequencing facility (“the Existing Know-How”); and
Execution CopyShare Purchase Agreement • November 1st, 2019 • BiomX Inc. • Blank checks
Pursuant to Item 601(B)(10) of Regulation S-K, certain portions of this exhibit have been redacted and, where applicable, have been marked “[***],” such redactions are immaterial and would be competitively harmful if publicly disclosed.
