SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2024, between Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF SUPPORT AGREEMENTSupport Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of [●], 2024 by and among (i) Hepion Pharmaceuticals, Inc., a Delaware corporation (“Hepion”), (ii) Pharma Two B Ltd., a company organized under the laws of the State of Israel (the “Company”), and (iii) the undersigned shareholder (“Holder”) of Hepion. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Pharma Two B Ltd, a corporation incorporated in Israel, with headquarters located at 4 Oppenheimer Street, Rehovot, Israel 7670104 (the “Company”), Hepion Pharmaceuticals, Inc., a Delaware corporation (“Hepion”) and the Buyers (as defined below).
FORM OF SENIOR UNSECURED NONCONVERTIBLE NOTE]Senior Unsecured Nonconvertible Note • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3 AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE L
Lock-Up AgreementLock-Up Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER by and among PHARMA TWO B LTD. PEARL MERGER SUB, INC. and HEPION PHARMACEUTICALS, INC. dated as of JULY 19, 2024Merger Agreement • July 22nd, 2024 • Hepion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 19, 2024, by and among Hepion Pharmaceuticals, Inc., a Delaware corporation (“Hepion”), Pearl Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Pharma Two B Ltd., a company organized under the laws of the State of Israel (the “Company”). Hepion, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
