[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE U.S. STATE SECURITIES LAWS OR COMPARABLE SECURITIES LAW OF A NON-U.S. JURISDICTION (COLLECTIVELY, THE “SECURITIES LAWS”). THEY MAY NOT BE OFFERED FOR SALE, SOLD, CONVEYED, TRANSFERRED, PLEDGED, GIFTED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (1) REGISTERED UNDER SUCH SECURITIES LAWS, OR (2) PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION UNDER SUCH SECURITIES LAWS AND THE RULES PROMULGATED THEREUNDER, PROVIDED THAT THE HOLDER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.
Date of Issuance:
_________ __, 2017
WARRANT TO PURCHASE ORDINARY SHARES
OF CELL CURE NEUROSCIENCES LTD.
THIS CERTIFIES THAT, for value received, the receipt and sufficiency of which is hereby acknowledged, HBL-Hadasit Bio-Holdings Ltd., (the "Holder") is entitled to purchase, at the Exercise Price (as such term is defined in Section 2 below) and at any time and from time to time until the Expiration Date (as defined in Section 2 hereof), such number of Ordinary Shares, nominal value NIS 0.01 each (the “Ordinary Shares”) of Cell Cure Neurosciences Ltd. (the “Company”) as set forth herein, subject to the provisions and upon the terms and conditions hereinafter set forth in this Warrant, being issued to the Holder pursuant to that certain Debt and Note Purchase Agreement, dated June 16, 2017 (the “Debt Purchase Agreement”).
1. Number & Class of Warrant Shares; Exercise Price & Period.
(a) Number of Warrant Shares; Exercise Price. The Holder will be entitled to purchase up to 24,566 Ordinary Shares (the “Warrant Shares”) at an exercise price per each Warrant Share of US$40.5359 (the "Exercise Price"):
(b) Vesting. The Warrant Shares shall be fully vested upon the Date of Issuance, set forth above.
(c) Exercise Period. This Warrant (and all rights of the Holder hereunder) will expire and will no longer be exercisable upon the earlier to occur of: (i) the lapse of 5 (five) years from the Date of Issuance, (ii) immediately prior to the closing of a Corporate Transaction or (iii) immediately prior to the closing of an IPO (the "Expiry Date"); provided that in the case of clause (ii) and (iii), the Company shall notify the Holder of such event by providing the Holder a written notice by no later than fifteen (15) days prior to the closing of an IPO or Corporate Transaction, as applicable.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.