REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2021, by and among Cellect Biotechnology Ltd., an Israeli company, with headquarters located at 23 Hata’as Street, Kfar Saba, Israel 44425 to be renamed “Quoin Pharmaceuticals, Ltd.” or a similar name pursuant to the Merger Agreement (as defined below) (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 24, 2021 (the “Agreement”), is entered into by and among Cellect Biotechnology, Ltd., an Israeli company (the “Company”), Mr. Eyal Leibovitz (the “Representative”) and Computershare (the “Rights Agent”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2021 (the “Effective Date”), by and between EnCellX, Inc., a Delaware corporation (the “Purchaser”) and Cellect Biotechnology Ltd., an Israeli company (the “Seller”). The Purchaser and the Seller shall each be referred to in this Agreement as a “Party” and together as the “Parties”.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CELLECT BIOTECHNOLOGY LTD., CELLMSC, INC., QUOIN PHARMACEUTICALS, INC., Dated as of March 24, 2021Merger Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 24, 2021, by and among CELLECT BIOTECHNOLOGY LTD., an Israeli company (“Cellect”), CELLMSC, INC., a Delaware corporation (“Merger Sub”), and QUOIN PHARMACEUTICALS, INC., a Delaware corporation (“Quoin”). Cellect, Merger Sub and Quoin may each be referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2021 by and among Quoin Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 42127 Pleasant Forest Ct, Ashburn, VA 20148 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2021 by and among Quoin Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 42127 Pleasant Forest Ct, Ashburn, VA 20148 (“PrivateCo”), Cellect Biotechnology Ltd., an Israeli company, with headquarters located at 23 Hata’as Street, Kfar Saba, Israel 44425 (“PublicCo”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
