SENIOR CONVERTIBLE PROMISSORY NOTE DUE November 17, 2028Ayala Pharmaceuticals, Inc. • November 20th, 2023 • Pharmaceutical preparations • New York
THIS SENIOR CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of AYALA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal place of business at 9 Deer Park Drive, Suite K-1, Monmouth Junction, New Jersey 08852, designated as its Senior Convertible Promissory Note due November 17, 2028 (the “Note” or this “Note”).
SUBORDINATION AGREEMENTSubordination Agreement • November 20th, 2023 • Ayala Pharmaceuticals, Inc. • Pharmaceutical preparations
This Subordination Agreement (this “Agreement”) dated as of November 17, 2023, is entered into by and among the entities detailed as Subordinated Creditors on the signature page hereto (“Subordinated Creditor”), ISRAEL BIOTECH FUND I, L.P. (“IBF I”) and ISRAEL BIOTECH FUND II, L.P. (“IBF II” and, together with IBF I, solely in their capacities as such, “Senior Creditors”) and AYALA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
SIDE LETTER AGREEMENT (NEW NOTES) Dated as of November 17, 2023Side Letter Agreement • November 20th, 2023 • Ayala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Reference in this Side Letter Agreement (New Notes) (this “Agreement”) is made to (i) the Senior Secured Convertible Promissory Notes, dated August 7, 2023 (the “Secured Notes”), issued by Ayala Pharmaceuticals, Inc. (“Ayala”) to Israel Biotech Fund I, L.P. (“IBF I”) and, by virtue of partial assignment, Israel Biotech Fund II, L.P. (“IBF II”), (ii) the Senior Convertible Promissory Notes, dated as of the date hereof (the “New Notes”), issued by Ayala to IBF I, IBF II, Arkin Bio Ventures L.P. (“ABV”), Biotel Limited (“Biotel” and together with IBF I, IBF II and ABV, the “Lenders”), and (iii) the Side Letter Agreement for Conversion, dated as of September 11, 2023, by and among Ayala, Biosight Ltd., the Lenders and Arkin Communication Ltd. (“ACL” and together with the Lenders, the “SAFE Investors”) and the other investors named on the signature pages thereto (the “SAFE Side Letter”). Capitalized terms used, but not defined, in this Agreement shall have the meanings ascribed to them in t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2023 • Ayala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into on this 17th day of November, 2023 by and among AYALA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the entities named in the signature pages hereto (the “Purchasers”).
