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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 25, 2024
QUOIN
PHARMACEUTICALS LTD. |
(Translation of registrant’s name into English) |
State of Israel |
|
001-37846 |
|
92-2593104 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
42127 Pleasant Forest Court
Ashburn, VA |
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20148-7349 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (703) 980-4182
Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
American Depositary Shares, each representing one (1) Ordinary Share, no par value per share |
|
QNRX |
|
The Nasdaq Stock Market LLC |
Ordinary Shares, no par value per share* |
|
|
|
N/A |
| * | Not for trading, but only in connection with the registration of the American Depositary Shares pursuant
to requirements of the Securities and Exchange Commission. |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry Into a Material Definitive Agreement.
On
January 25, 2024, Quoin Pharmaceuticals Ltd. (the “Company” or “we”) entered into a Purchase Agreement (the
“Purchase Agreement”) with Alumni Capital LP (“Alumni”). Pursuant to the Purchase Agreement, the Company has the
right to sell to Alumni up to $8,000,000 (the “Commitment Amount”) of newly issued ordinary shares that are represented
by American Depositary Shares (“ADSs”) (the “Purchase Notice Securities”), subject to certain conditions and limitations,
from time to time during the term of the Purchase Agreement.
ADSs may be sold by the Company pursuant to the Purchase Agreement
over a period beginning on the later of (i) the date that a registration statement that we agreed to file with the Securities and
Exchange Commission ("SEC”) pursuant to the Purchase Agreement is declared effective by the SEC, and (ii) the date that
shareholder approval of the issuance of ADSs under the Purchase Agreement is obtained (such later date, the “Initiation Date”)
and ending on the earlier of (i) the date on which Alumni has purchased ADSs pursuant to the Purchase Agreement for an aggregate
purchase price of the Commitment Amount, and (ii) the 90th day after the Initiation Date; provided, however, that the Company has
the option at its sole discretion to extend such period by up to an additional 90 days by written notice to Alumni given at least ten
days prior to the end of the original 90 day period (such period, including any extension, the “Commitment Period”). If shareholder
approval of the issuance of ADSs under the Purchase Agreement is not obtained by April 30, 2024, the Company may terminate the Purchase
Agreement by written notice to Alumni and neither party shall have any obligation or liability to the other party.
Upon the satisfaction of the conditions in the Purchase Agreement,
we will have the right, but not the obligation, except as provided in the next sentence, from time to time at our sole discretion over
the Commitment Period described above, to direct Alumni to purchase up to an amount of ADSs as set forth in the Purchase Agreement; provided,
that Alumni’s maximum commitment under any single purchase will not exceed the amounts described below. The Company has agreed to
issue purchase notices for an aggregate of at least $4,000,000 of the Commitment Amount prior to the end of the Commitment Period.
The purchase price per share of the ADSs that may be sold to Alumni
under the Purchase Agreement in such purchases will equal, at the Company’s election:
· 90% of
the lowest daily dollar volume-weighted average price for the ADSs on Nasdaq for the five consecutive trading days immediately prior to
the closing date for the purchase (“Purchase Price Option I”);
· the lesser
of (i) the average of the three lowest closing prices per ADS on Nasdaq for the ten consecutive trading days immediately prior to
the date the Company gives a purchase notice to Alumni or (ii) the lowest trading price per ADS on Nasdaq on the date the Company
gives a purchase notice to Alumni (“Purchase Price Option II”); or
· 98% of
the lowest daily dollar volume-weighted average price of the ADSs for the three consecutive trading days immediately prior to the closing
date for the purchase (“Purchase Price Option III”).
Alumni’s maximum commitment under any single purchase will not
exceed the amounts described below:
· With respect
to Purchase Price Option I, Alumni’s maximum commitment under any single purchase will not exceed a number of ADSs equal to $500,000
divided by the dollar volume-weighted average price for the ADSs on Nasdaq as of the trading day prior to the date the Company gives a
purchase notice to Alumni, unless the Company and Alumni mutually agree in writing to increase the limitation to a number of ADSs not
to exceed $5,000,000 divided by the dollar volume-weighted average price for the ADSs on Nasdaq as of the trading day prior to the date
the Company gives a purchase notice to Alumni;
· With respect
to Purchase Price Option II, Alumni’s maximum commitment under any single purchase will not exceed the lesser of: (i) a number
of ADSs equal to 2% of the Commitment Amount divided by the closing price per ADS on Nasdaq on the trading day immediately prior to the
date the initial Commitment Securities are issued or (ii) a number of ADSs equal to $500,000 divided by the purchase price under
Purchase Price Option II; and
· With respect
to Purchase Price Option III, Alumni’s maximum commitment under any single purchase will not exceed the lesser of (i) 60% of
the average daily trading volume of the Company’s ADSs on Nasdaq over the most recent three trading days prior to the date the Company
gives a purchase notice to Alumni, or (ii) a number of ADSs equal to $500,000 divided by the dollar volume-weighted average price
for the ADSs on Nasdaq as of the trading day prior to the date the Company gives a purchase notice to Alumni.
There is no upper limit on the price per share that Alumni could be
obligated to pay for the ADSs under the Purchase Agreement; provided, however at no time can the purchase price be below a floor price
of $1.00 per share (subject to adjustment as provided in the Purchase Agreement for any stock dividend or distribution of equivalent securities,
subdivision, combination or reclassification of our ordinary shares or ADSs, occurring after the date of the Purchase Agreement).
The Company will control the timing and amount of any sales of ADSs
to Alumni. Actual sales of our ADSs to Alumni under the Purchase Agreement will depend on a variety of factors to be determined by the
Company from time to time, including, among other things, market conditions, the trading price of the ADSs and determinations by the Company
as to the appropriate sources of funding for the Company and its operations.
As consideration for Alumni’s irrevocable commitment to purchase
ADSs under the Purchase Agreement, we agreed to issue to Alumni, at the times set forth in the Purchase Agreement beginning with the trading
day after the Initiation Date, a number of ADSs with a value at the time of issuance not to exceed $240,000 in the aggregate (the “Commitment
Securities”). The ADSs to be issued will be valued at the average of the closing prices of the ADSs on Nasdaq for the five trading
days immediately prior to the date such ADSs are issued. The Company may pay cash in lieu of issuing all or any portion of the Commitment
Securities.
In all instances, we may not sell ADSs to Alumni under the Purchase
Agreement if it would result in Alumni beneficially owning more than 9.99% of our outstanding ordinary shares.
The
net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which the Company sells ADSs
to Alumni. To the extent the Company sells ADSs under the Purchase Agreement, the Company currently plans to use any proceeds therefrom
for strategic opportunities, research and development activities, working capital and other general corporate purposes.
There are no restrictions on future financings, rights of first refusal,
participation rights, penalties or liquidated damages in the Purchase Agreement. Alumni has agreed not to engage in, directly or through
an affiliate, any short selling or hedging of the ADSs during the term of the Purchase Agreement. In the event of any breach of the covenants
or representations regarding short selling or hedging, and without limiting any of the Company’s rights or remedies at law or in
equity: (i) Alumni will pay to the Company an amount in cash equal to the value of any Commitment Securities issued to Alumni (valued
as of the date they were issued in accordance with the Purchase Agreement) and (ii) the Company may terminate this Agreement without
any penalty or further obligation to Alumni.
Further, Alumni has agreed that, unless approved in advance in writing
by the Board, neither Alumni, nor any affiliate of Alumni acting on its behalf or pursuant to any understanding with it, will, for a period
of two years after the execution date of the Purchase Agreement, directly or indirectly, make any statements, proposals or offers to acquire
the Company or take certain other actions with respect to the Company or its equity or debt securities.
Pursuant to the Purchase Agreement, we have agreed to file a registration
statement with the SEC to register for resale under the Securities Act of 1933, as amended, our ADSs that may be issued to Alumni under
the Purchase Agreement, including the Commitment Securities. The Purchase Agreement contains customary representations, warranties, conditions
and indemnification obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement
and may be subject to limitations agreed upon by the contracting parties.
Neither the Company nor Alumni may assign or transfer its rights and
obligations under the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived by the parties except in
writing.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales
of Equity Securities.
The information set forth under Item 1.01 above of this Current Report
on Form 8-K is incorporated by reference in this Item 3.02. The ADSs to be issued under the Purchase Agreement will be sold pursuant
to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated thereunder. The ADSs have not been registered under the Securities Act and may not be offered or sold in the United States
in the absence of an effective registration statement or exemption from the registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Date: January 30, 2024 |
QUOIN PHARMACEUTICALS LTD. |
|
|
|
|
|
By: |
/s/ Gordon Dunn |
|
Name: |
Gordon Dunn |
|
Title: |
Chief Financial Officer |
Exhibit 10.1
PURCHASE AGREEMENT
PURCHASE
AGREEMENT (this “Agreement”), dated as of January 25, 2024 (the “Execution Date”), by and
between QUOIN PHARMACEUTICALS LTD., an Israeli company (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership
(the “Investor”).
RECITALS
WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to
buy from the Company, up to $8,000,000 of the Company’s ordinary shares, no par value (“Ordinary Shares”), represented
by American Depositary Shares (“ADSs”), with each ADS representing (one) Ordinary Share.
NOW
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Investor hereby
agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be
equally applicable to both the singular and plural forms of the terms defied):
“ADS Depositary”
shall mean the current ADS depositary of the Company and any successor ADS depositary of the Company.
“ADSs”
shall have the meaning specified in the recitals to this Agreement.
“Affiliate”
shall mean, with respect to a Party, any individual, a corporation or any other legal entity, directly or indirectly, controlling, controlled
by or under common control with such Party. For purpose of this definition, the term “control,” as used with respect
to any corporation or other entity, means (a) direct or indirect ownership of fifty percent (50%) or more of the securities or other
ownership interests representing the voting stock or general partnership or membership interest of such corporation or other entity or
(b) the power to direct or cause the direction of the management or policies of such corporation or other entity, whether through
the ownership of voting securities, by contract or otherwise.
“Agreement”
shall have the meaning specified in the preamble to this Agreement.
“Average
Daily Trading Volume” shall mean the arithmetic average daily trading volume of the Company’s ADSs on the Principal
Market over the most recent three (3) Business Days prior to the respective Purchase Notice Date.
“Bankruptcy Law”
shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Beneficial Ownership
Limitation” shall have the meaning specified in Section 8.2(f).
“Business Day”
shall mean a day on which the Principal Market shall be open for business.
“Clearing Costs” shall mean
all of the Investor’s broker and Transfer Agent costs with respect to the deposit of the Purchase Notice Securities.
“Closing”
shall mean any one of the closings of a purchase and sale of Purchase Notice Securities pursuant to Section 2.2.
“Closing Date I”
shall mean the Closing shall occur no later than five (5) Business Days after delivery of a Purchase Price I Purchase Notice.
“Closing Date II”
shall mean the Closing shall occur no later than one (1) Business Day after delivery of a Purchase Price II Purchase Notice.
“Closing Date III”
shall mean the Closing shall occur no later than three (3) Business Days after delivery of a Purchase Price III Purchase Notice.
“Closing Date”
shall mean the date a Closing occurs.
“Commitment Amount”
shall mean $8,000,000.
“Commitment Period”
shall mean the period commencing on the Initiation Date and ending on the earlier of (i) the date on which the Investor shall have
purchased Purchase Notice Securities pursuant to this Agreement for an aggregate purchase price of the Commitment Amount and (ii) 5:00
p.m. Eastern Time on the 90th day after the Initiation Date; provided, however, that the Company shall have the option
at its sole discretion to extend the Commitment Period by up to an additional 90 days by written notice to the Investor given at least
ten (10) days prior to the end of the original Commitment Period.
“Commitment Securities”
shall have the meaning set forth in Section 6.3.
“Company”
shall have the meaning specified in the preamble to this Agreement.
“Custodian”
shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.
“Current Report”
shall have the meaning set forth in Section 6.2.
“Damages”
shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).
“Dispute Submission
Deadline” shall have the meaning set forth in Section 11.16(a).
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange Cap”
shall have the meaning set forth in Section 8.2(g).
“Execution Date”
shall mean the date set forth in the preamble to this Agreement.
“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.
“Floor
Price” shall mean $1.00 per ADS, subject to adjustment pursuant to Section 2.3(b).
“Future SEC Documents”
shall have the meaning set forth in Section 8.2(i).
“Indemnified Party”
shall have the meaning set forth in Section 10.1.
“Indemnifying Party”
shall have the meaning set forth in Section 10.1.
“Initial Commitment
Securities” shall have the meaning set forth in Section 6.3(a).
“Initial Registration
Statement” shall have the meaning set forth in Section 7.1(a).
“Initiation
Date” means the later of (i) the date the Registration Statement is declared effective by the SEC and (ii) the
Shareholder Approval Date.
“Investor”
shall have the meaning specified in the preamble to this Agreement.
“knowledge of the
Company” and similar phrases means the actual knowledge of the chief executive officer, chief financial officer or chief operating
officer of the Company after reasonable inquiry.
“Lien”
shall mean a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.
“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Party that is material
and adverse to the Party and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the
ability of the Party to enter into and perform its obligations under any Transaction Document.
“New Registration
Statement” shall have the meaning specified in Section 7.1(b).
“Ordinary Shares”
shall have the meaning specified in the recitals to this Agreement.
“Party”
shall mean a party to this Agreement.
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal
Market” shall mean any of the national exchanges (i.e., NYSE, NYSE American, Nasdaq), or principal quotation systems (i.e.,
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the ADSs or Ordinary Shares, as applicable.
“Purchase
Agreement Securities” shall mean the Ordinary Shares represented by ADSs to be acquired hereunder, including the Purchase
Notice Securities and the Commitment Securities to be issued to the Investor pursuant to the terms of this Agreement.
“Purchase Notice
Amount” shall mean the product of the number of Purchase Notice Securities referenced in the Purchase Notice multiplied by the
applicable Purchase Price (Purchase Price I, Purchase Price II, or Purchase Price III) in accordance with Section 2.1.
“Purchase Notice”
shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor setting forth the
Purchase Notice Securities, which the Company requires the Investor to purchase pursuant to the terms of this Agreement.
“Purchase Notice
Date” shall have the meaning specified in Section 2.2(a).
“Purchase Notice
Limitation” shall mean either Purchase Notice Limitation Option I for a Purchase Notice electing Purchase Price I, Purchase
Notice Limitation Option II for a Purchase Notice electing Purchase Price II, or Purchase Notice Limitation Option III for a Purchase
Notice electing Purchase Price III.
“Purchase Notice
Limitation Option I” shall mean a number of ADSs equal to $500,000 divided by the VWAP as of the Business Day prior to the Purchase
Notice Date, unless the Company and the Investor mutually agree in writing to increase Purchase Notice Limitation Option I to a number
of ADSs not to exceed $5,000,000 divided by the VWAP as of the Business Day prior to the Purchase Notice Date.
“Purchase Notice
Limitation Option II” shall mean the lesser of: (i) a number of ADSs equal to two percent (2%) of the Commitment Amount
divided by the closing price per ADS on the Principal Market on the Business Day immediately prior to the date the initial Commitment
Securities are issued or (ii) a number of ADSs equal to $500,000 divided by Purchase Price II.
“Purchase Notice
Limitation Option III” shall mean the lesser of (i) 60% of the Average Daily Trading Volume, or (ii) a number of ADSs
equal to $500,000 divided by the VWAP as of the Business Day prior to the Purchase Notice Date.
“Purchase Notice
Securities” shall mean all of the Purchase Agreement Securities that the Company shall be entitled to issue as set forth in
all Purchase Notices in accordance with the terms and conditions of this Agreement.
“Purchase Price”
shall mean either Purchase Price I, Purchase Price II, or Purchase Price III, as elected by the Company on each Purchase Notice.
“Purchase
Price I” shall mean the lowest daily VWAP for the ADSs for the five (5) consecutive Business Days immediately prior
to the Closing Date with respect to a Purchase Notice multiplied by 90%. Any Purchase Notice setting forth Purchase Price I will be subject
to the Purchase Notice Limitation Option I.
“Purchase
Price II” shall mean the lesser of (i) the average of the three (3) lowest closing prices per ADS on the Principal
Market for the ten (10) consecutive Business Days immediately prior to the Purchase Notice Date, or (ii) the lowest trading
price per ADS on the Principal Market on the Purchase Notice Date. Any Purchase Notice setting forth Purchase Price II will be subject
to the Purchase Notice Limitation Option II.
“Purchase
Price III” shall mean the lowest daily VWAP of the ADSs for the three (3) consecutive Business Days immediately
prior to the Closing Date with respect to a Purchase Notice multiplied by 98%. Any Purchase Notice setting forth Purchase Price III will
be subject to the Purchase Notice Limitation Option III.
“Registration Expenses”
shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration,
qualification and filing fees (including fees with respect to filings required to be made with FINRA, and any fees of the securities exchange
or automated quotation system on which the ADSs are then listed or quoted), printing expenses, escrow fees, fees and disbursements of
counsel for the Company, fees and disbursements of counsel for the Investor not to exceed $10,000, blue sky fees and expenses, and any
fees and disbursements of accountants retained by the Company incident to or required by any such registration.
“Registration Statement”
shall have the meaning specified in Section 7.1(c).
“Registrable Securities”
shall mean (i) the Purchase Notice Securities, (ii) the Commitment Securities, and (iii) any other equity security of the
Company issued or issuable with respect to any such securities by way of a stock dividend or stock split or in connection with a combination
of shares, capitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities when: (1) a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of,
or exchanged in accordance with such registration statement; (2) such securities shall have ceased to be outstanding; (3) such
securities have been sold pursuant to Rule 144 promulgated under the Securities Act; or (4) such securities have been sold to,
or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Regulation D”
shall mean Regulation D promulgated under the Securities Act.
“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
“Required Dispute
Documentation” shall have the meaning set forth in Section 11.16(a).
“SEC” shall
mean the United States Securities and Exchange Commission.
“SEC Documents”
shall have the meaning specified in Section 4.5.
“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share Equivalents”
shall mean any securities of the Company entitling the holder thereof to acquire at any time Ordinary Shares represented by ADSs, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares represented by ADSs.
“Shareholder Approval”
shall have the meaning specified in Section 6.4.
“Shareholder Approval
Date” shall have the meaning specified in Section 6.4.
“Subsidiary”
shall mean any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.
“Transaction Documents”
shall mean this Agreement and all exhibits hereto.
“Transfer Agent”
shall mean, as applicable, (i) the current transfer agent and any successor transfer agent of the Company or (ii) the ADS Depositary.
“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, or,
if no dollar volume-weighted average price is reported, the average of the highest closing bid price and the lowest closing ask price
of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets
LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such
date shall be the fair market value as mutually determined by the Company and the Investor. If the Company and the Investor are unable
to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.16.
All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization, or other
similar transaction during such period.
ARTICLE II
PURCHASE AND SALE OF SECURITIES
Section 2.1 PURCHASE
NOTICES.
(a) Subject
to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation,
to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have
the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase
Price elected pursuant to Section 2.1(b), provided that the amount of Purchase Notice Securities shall not exceed the Purchase
Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). At
the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to
provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned
by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount
of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until
the Closing of an active Purchase Notice, except if waived by the Investor in writing.
(b) PURCHASE
PRICE ELECTION. For each Purchase Notice, the Company shall have the right to select Purchase Price I, Purchase Price II, or Purchase
Price III at which to sell the Purchase Notice Securities subject to such Purchase Notice.
Section 2.2 MECHANICS.
(a) PURCHASE
NOTICE. In accordance with Section 2.1 and subject to the satisfaction of the conditions set forth in Section 8.1
and Section 8.2, for any Purchase Notice, the Company shall deliver the Purchase Notice Securities to the Investor pursuant
to Section 2.2(c) after the delivery of each Purchase Notice by email at the Investor’s email address set forth
in Section 11.17. A Purchase Notice shall be deemed delivered (and the Purchase Notice Date shall be) on (i) the Business
Day that the Purchase Notice has been received by email by the Investor if such notice is received on or prior to 8:00 a.m. New York
time or (ii) the next Business Day if it is received by email after 8:00 a.m. New York time on a Business Day or at any time
on a day which is not a Business Day.
(b) [intentionally
omitted].
(c) DELIVERY
OF PURCHASE NOTICE SECURITIES. No later than 5:00 p.m. New York time on the first Business Day after the Purchase Notice Date
where the Company elects either Purchase Price I (and Closing Date I), Purchase Price II (and Closing II) or Purchase Price III (and Closing
Date III), the Company shall deliver the Purchase Notice Securities as a book-entry statement evidencing that the Purchase Notice Securities
have been issued to the Investor in book-entry form. For the avoidance of doubt, any delay in the delivery to the Investor of the Purchase
Notice Securities shall not be deemed a default under or breach of this Agreement.
(d) The
Investor understands and agrees that: (i) the Issuance of the Purchase Notice Securities has not been registered under the Securities
Act or any state securities laws, (ii) the Purchase Notice Securities will be “restricted securities” under Rule 144
and (iii) the Investor will be required to deliver a representation letter in form and substance acceptable to the ADS Depositary
prior to any resale of the Purchase Notice Securities under the Registration Statement.
(e) CLOSING.
The Investor shall pay to the Company the Purchase Notice Amount with respect to the applicable Purchase Notice as full payment for such
Purchase Notice Securities purchased by the Investor under the applicable Purchase Notice via wire transfer of immediately available funds
as set forth below on (i) Closing Date I if the Company elects Purchase Price I, (ii) Closing Date II if the Company elects
Purchase Price II, or (iii) Closing Date III if the Company elects Purchase Price III. All payments made under this Agreement shall
be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company
may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to
be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding
day that is a Business Day.
Section 2.3 FLOOR
PRICE LIMITATION; ADJUSTMENTS.
(a) If
the Purchase Price with respect to any Purchase Notice Securities set forth on any Purchase Notice is less than the Floor Price, the Company
shall have no right to sell, and the Investor shall be under no obligation to purchase, any of the Purchase Notice Securities set forth
in such Purchase Notice.
(b) If
the Company shall (i) pay a stock dividend or otherwise make a distribution or distributions on Ordinary Shares or ADSs, or any other
equity or equity equivalent securities payable in Ordinary Shares or ADSs, (ii) subdivide outstanding Ordinary Shares or ADSs into
a larger number of Ordinary Shares or ADSs, (iii) combine (including by way of reverse stock split) outstanding Ordinary Shares or
ADSs into a smaller number of Ordinary Shares or ADSs, or (iv) issue by reclassification of Ordinary Shares or ADSs any securities
of the Company, then the Floor Price and the Purchase Price (if applicable) shall be multiplied by a fraction of which the numerator shall
be the number of Ordinary Shares or ADSs (excluding treasury shares, if any) outstanding before such event and of which the denominator
shall be the number of Ordinary Shares or ADSs outstanding after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of security holders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor represents and
warrants the following to the Company:
Section 3.1 INTENT.
The Investor is entering into this Agreement and acquiring the Purchase Agreement Securities for its own account, and not as nominee or
agent, for investment purposes and not with a view towards, or for a sale in connection with, a “distribution” (as such term
is defined in the Securities Act) and the Investor has no present arrangement (whether or not legally binding) at any time to sell the
Purchase Agreement Securities to or through any Person in violation of the Securities Act or any applicable state securities laws; provided,
however, that the Investor reserves the right to dispose of the Purchase Agreement Securities at any time in accordance with federal
and state securities laws applicable to such disposition.
Section 3.2 NO
LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel
and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
Section 3.3 ACCREDITED
INVESTOR. The Investor is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment
in the Purchase Agreement Securities. The Investor acknowledges that an investment in the Purchase Agreement Securities is speculative
and involves a high degree of risk.
Section 3.4 AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization
of the Investor is required. The Transaction Documents to which it is a party has been duly executed by the Investor, and when delivered
by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Section 3.5 NOT
AN AFFILIATE. The Investor is not an officer, director, or “affiliate” (as that term is defined in Rule 405 of the
Securities Act) of the Company.
Section 3.6 ORGANIZATION
AND STANDING. The Investor is an entity duly formed, validly existing, and in good standing under the laws of the State of Delaware
with full right and limited partnership or similar power and authority to enter into and to consummate the transactions contemplated by
the Transaction Documents.
Section 3.7 ABSENCE
OF CONFLICTS. The execution, delivery, and performance of the Transaction Documents by the Investor and the consummation by the Investor
of the transactions contemplated hereby and thereby, including, without limitation, the purchase of any Purchase Agreement Securities
and the payment of any Purchase Notice Amount, do not and will not (a) result in a violation of the Investor’s certificate
or articles of formation or organization or other organizational or charter documents, (b) conflict with, or constitute a material
default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien
upon any of the properties or assets of the Investor, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, instrument, or (c) result in a violation of any federal, state or local law, rule, regulation, order,
judgment, or decree (including federal and state securities laws and regulations) applicable to the Investor or by which any property
or asset of the Investor is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect).
Section 3.8 DISCLOSURE;
ACCESS TO INFORMATION. The Investor has had an opportunity to review copies of the SEC Documents filed on behalf of the Company and
has had access to all publicly available information with respect to the Company. The Investor understands that its investment in the
Purchase Agreement Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Purchase
Agreement Securities including a total loss. The Investor has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its acquisition of the Purchase Agreement Securities. The Investor understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Purchase Agreement Securities or the fairness or suitability of the investment in the Purchase Agreement Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Purchase Agreement Securities.
Section 3.9 MANNER
OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
Section 3.10 NO
PRIOR SHORT SELLING. At no time prior to the date of this Agreement (and at no time prior to any Closing hereunder) has any of the
Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short
sale” (as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Purchase Agreement Securities
or any other of the Company’s securities or (ii) hedging transaction, which establishes a net short position with respect to
the Purchase Agreement Securities or any other of the Company’s securities.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except
as set forth in the SEC Documents, the Company represents and warrants the following to the Investor, as of the Execution Date:
Section 4.1 ORGANIZATION
OF THE COMPANY. The Company is a company duly organized, validly existing and in good standing under the laws of the State of Israel,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The
Company is not in violation or default of any of the provisions of its organizational or charter documents. The Company is duly qualified
to conduct business and is in good standing as a foreign company in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit, or curtail such power and authority or qualification. The Company
has Subsidiaries as disclosed in the SEC Documents.
Section 4.2 AUTHORITY.
The Company has the requisite company power and authority to enter into and perform its obligations under the Transaction Documents. The
execution and delivery of the Transaction Documents by the Company, and subject to the receipt of Shareholder Approval, the consummation
by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary company action and no further consent
or authorization of the Company’s board of directors is required. The Transaction Documents to which the Company is a party have
been duly executed and delivered by the Company and, when duly executed by the Investor and delivered by the Company in accordance with
the term hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
Section 4.3 CAPITALIZATION.
As of the date hereof, there are 987,220 Ordinary Shares issued and outstanding and 987,211 ADSs issued and outstanding, with each ADS
representing one (1) Ordinary Share. The Company has not issued any securities since its most recently filed periodic report under
the Exchange Act, other than pursuant to the Company’s Amended and Restated Equity Incentive Plan or pursuant to the conversion
and/or exercise of Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth in the SEC Documents and this Agreement, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any securities, or contracts,
commitments, understandings or arrangements by which the Company is or may become bound to issue additional securities or Share Equivalents.
The issuance and sale of the Purchase Agreement Securities will not obligate the Company to issue Purchase Agreement Securities or other
securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. There are shareholder agreements, voting agreements or other similar
agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s shareholders.
Section 4.4 LISTING
AND MAINTENANCE REQUIREMENTS. The ADSs are registered pursuant to Section 12(b) of the Exchange Act, and the Company has
taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs under
the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as
disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal
Market on which the ADSs are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Principal Market. Except as disclosed in the SEC Documents, the Company is and has no reason to believe that it will
not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.
Section 4.5 SEC
DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed by
the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one (1) year
preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the
“SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such
SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules, and regulations
applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated
in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in Purchase
Agreement Securities.
Section 4.6 VALID
ISSUANCES. The Purchase Agreement Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents and applicable federal and state securities laws and regulations. Assuming
the accuracy of the representations of the Investor in Article III of this Agreement and subject to the filings described in Section 4.7
of this Agreement, the Purchase Agreement Securities will be issued in compliance with all applicable federal and state securities laws.
Section 4.7 NO
CONFLICTS. The execution, delivery, and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice Securities and
Commitment Securities, do not and will not (a) result in a violation of the Company’s articles of association or other organizational
or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both
would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”
or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any
federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental
entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The
Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under the Transaction Documents (other than (i) Shareholder Approval, (ii) any SEC or state securities filings that may be required
to be made by the Company in connection with the execution of this Agreement or the issuance of Purchase Agreement Securities pursuant
hereto, and (iii) the filing of a Listing of Additional Shares Notification Form with the Principal Market, which, in each case,
have been made or will be made in a timely manner, as applicable); provided that, for purposes of the representation made in this sentence,
the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.
Section 4.8 NO
MATERIAL ADVERSE EFFECT. Since January 1, 2023, no event has occurred that has had a Material Adverse Effect on the Company that
has not been disclosed in the SEC Documents.
Section 4.9 LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no material actions, suits, investigations, SEC inquiries,
FINRA inquiries, NASDAQ inquiries, or similar proceedings (however any governmental agency may name them) pending or, to the actual knowledge
of the Company, threatened against or affecting the Company or its properties, nor has the Company received any written or, to the knowledge
of the Company, oral notice of any such action, suit, proceeding, SEC inquiry, FINRA inquiry, NASDAQ inquiry or investigation, which would
have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award against the Company has been issued by or, to
the actual knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect.
There has not been, and to the actual knowledge of the Company, there is no pending investigation by the SEC involving the Company or
any current officer or director of the Company.
Section 4.10 ACKNOWLEDGMENT
REGARDING INVESTOR’S PURCHASE OF SECURITIES. Based solely on the Investor’s representation and warranties, the Company
acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement
and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company, or (ii) an
“affiliate” (as defined in Rule 144) of the Company. The Company further acknowledges that the Investor is not acting
as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated
hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Agreement and
the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase Notice Securities.
Section 4.11 NO
GENERAL SOLICITATION. Neither the Company, nor any Person acting on its behalf, has engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Purchase
Agreement Securities.
Section 4.12 NO
INTEGRATED OFFERING. None of the Company, its Affiliates, and any Person acting on their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of
the Purchase Agreement Securities to be integrated with prior offerings for purposes of any applicable shareholder approval provisions,
including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated, but excluding shareholder consents required to authorize and issue the Purchase Agreement
Securities or waive any anti-dilution provisions in connection therewith.
Section 4.13 PLACEMENT
AGENT; OTHER COVERED PERSONS. The Company has not engaged any Person to act as a placement agent, underwriter, broker, dealer, or
finder in connection with the sale of the Purchase Agreement Securities to the Investor hereunder. The Company is not aware of any Person
that has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any
Purchase Agreement Securities.
Section 4.14 REGISTRATION
STATEMENT. At the time of the filing of each Registration Statement (as defined in Section 7.1(c)), or any amendment thereto,
the Company shall have no knowledge of any untrue statement of a material fact in such Registration Statement, as the case may be, or
omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any effective Registration
Statement.
Section 4.15 NO
OTHER REPRESENTATIONS AND WARRANTIES. The Company makes no other representations or warranties except as set forth in this Article IV.
ARTICLE V
COVENANTS OF INVESTOR
Section 5.1 SHORT
SALES AND CONFIDENTIALITY. During the period from the Execution Date to the end of the Commitment Period, neither the Investor, nor
any Affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute (i) any “short sale”
(as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Purchase Agreement Securities or (ii) hedging
transaction which establishes a net short position with respect to the Purchase Agreement Securities or any other Company’s securities.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such number of Purchase
Notice Securities reasonably expected to be purchased under the Purchase Notice shall not be deemed a short sale. The Investor shall,
until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with
the Exchange Act and the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction
and the information included in the Transaction Documents. Further, the Investor shall keep confidential the existence and terms of any
Purchase Notice issued by the Company, including the number of Purchase Notice Securities set forth therein, until publicly disclosed
by the Company in accordance with the Exchange Act and the terms of the Transaction Documents.
Section 5.2 COMPLIANCE
WITH LAW; TRADING IN SECURITIES. During the period from the Execution Date to the end of the Commitment Period, the Investor’s
trading activities with respect to the Purchase Agreement Securities will be in compliance with all applicable state and federal securities
laws and regulations and the rules and regulations of the Principal Market.
Section 5.3 RESALES
OF SECURITIES. Without limiting the generality of Section 5.2, the Investor covenants and agrees that it will resell the
Purchase Agreement Securities only (i) pursuant to the Registration Statement in which the resale of such Securities is registered
under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and
in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation,
any applicable prospectus delivery requirements of the Securities Act, or (ii) in compliance with an available exemption under the
Securities Act.
Section 5.4 STANDSTILL.
Unless approved in advance in writing by the board of directors of the Company, Investor agrees that neither the Investor, nor any
Affiliate of the Investor acting on its behalf or pursuant to any understanding with it, shall, for a period of two (2) years after
the Execution Date, directly or indirectly: (a) make any statement or proposal to the board of directors of any of the Company or
any of the Company’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation”
of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended) with
respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication
with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the
Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company
or any of its subsidiaries, (iii) any acquisition of any of the Company's loans, debt securities, equity securities or assets, or
rights or options to acquire interests in any of the Company's loans, debt securities, equity securities or assets other than as contemplated
by this Agreement, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control
or influence the management, board of directors or policies of any of the Company, (v) any request or proposal to waive, terminate
or amend the provisions of this Section 5.4 or (vi) any proposal, arrangement or other statement that is inconsistent
with the terms of this Section 5.4; (b) instigate, encourage or assist any third party (including forming a "group"
with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions
set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company or any of its Affiliates
to make a public announcement regarding any of the actions set forth in clause (a) above; or (d) acquire (or propose or agree
to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company
or any of its subsidiaries, or rights or options to acquire interests in any of the Company's loans, debt securities, equity securities
or assets other than as contemplated by this Agreement.
ARTICLE VI
COVENANTS OF THE COMPANY
Section 6.1 LISTING
OF ADSs. The Company shall use its commercially reasonable efforts to continue the listing or quotation and trading of the ADSs on
the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if required) and will comply in all respects
with the Company’s reporting, filing and other obligations under the rules of the Principal Market.
Section 6.2 FILING
OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as
exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactions contemplated
by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company
shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business
Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments, if any. The Investor
shall use its commercially reasonable efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business
Day from the date the Investor receives it from the Company.
Section 6.3 ISSUANCE
OF COMMITMENT SECURITIES. In consideration for the Investor’s execution and delivery of, and performance under, this Agreement,
the Company shall cause the ADS Depositary to issue Ordinary Shares represented by ADSs to the Investor (the “Commitment Securities”)
as a book-entry statement evidencing that the applicable Commitment Securities have been issued to the Investor in book-entry form as
follows:
(a) Within
one (1) Business Day after the Initiation Date, the Company shall cause the ADS Depositary to issue a number of ADSs (the “Initial
Commitment Securities”) in an amount equal to one and two-tenths percent (1.2%) of the Commitment Amount divided by the average
of the closing prices of the ADS on the Principal Market for the five (5) Business Days immediately prior to the date the Initial
Commitment Securities are issued.
(b) Within
one (1) Business Day after the earlier of (i) the date on which the Investor shall have purchased Purchase Notice Securities
pursuant to this Agreement for an aggregate Purchase Price of at least $4,000,000 and (ii) the last day of the Commitment Period,
the Company shall cause the ADS Depositary to issue a number of ADSs in an amount equal to three-tenths percent (0.3%) of the Commitment
Amount divided by the average of the closing prices of the ADS on the Principal Market for the five (5) Business Days immediately
prior to the issuance.
(c) Within
one (1) Business Day after the last day of the Commitment Period, the Company shall cause the ADS Depositary to issue a number of
ADSs in an amount equal to the result of (X)(i) three percent (3%) of the total Purchase Price paid to the Company under this Agreement
minus (ii) the dollar value of ADSs issued (or cash paid pursuant to Section 6(e)) to Investor under Section 6(a) and
Section 6(b) above (such ADSs to be valued for this purpose at the value ascribed to them in Section 6(a) or
Section 6(b) as applicable) divided by (Y) the average of the closing prices of the ADS on the Principal Market
for the five (5) Business Days immediately prior to the issuance; provided that if the result is zero (0) or a negative number, the
Company shall not be required to issue any Commitment Securities under this Section 6.3(c).
(d) The
issuance of the Commitment Securities shall be delivered as a book-entry statement evidencing that the Commitment Securities have been
issued in book entry form to the Investor or its designee. Any and all such book-entry statement(s) shall be delivered to the Investor
by email at its address set forth in Section 11.17. For the avoidance of doubt, any delay in the delivery to the Investor
of any Commitment Securities shall not be deemed a default under or breach of this Agreement.
(e) Notwithstanding
anything in this Agreement to the contrary, the Company shall have the option to pay all or any portion of the Commitment Securities in
cash based upon the Commitment Amount in lieu of issuing ADSs. By way of example and not of limitation, the Company would have the option
to pay the Investor an amount of $96,000 (i.e., 1.2% of the Commitment Amount of $8,000,000) in lieu of issuing the Commitment Securities
required under Section 6.3(a).
(f) The
Investor understands and agrees that: (i) the issuance of the Commitment Securities has not been registered under the Securities
Act or any state securities laws, (ii) the Commitment Securities will be “restricted securities” under Rule 144
and (iii) the Investor will be required to deliver a representation letter in form and substance acceptable to the ADS Depositary
prior to any resale of the Commitment Securities under the Registration Statement.
(g) The
obligation of the Company hereunder to issue the Commitment Securities to the Investor is subject to the satisfaction of each of the conditions
set forth in Section 8.1 as of the issuance date (for the purposes of Section 8.1, determined as if the issuance
date of such Commitment Securities was a “Closing” hereunder).
(h) In
the event of any breach by Investor of the representations set forth in Section 3.10 or of the covenants in Section 5.1,
and without limiting any of Company’s rights or remedies at law or in equity: (i) Investor shall pay to the Company an amount
in cash equal to the value of any Commitment Securities issued to Investor (valued as of the date they were issued in accordance with
this Section 6.3) and (ii) Company may terminate this Agreement without any penalty or further obligation to Investor.
Section 6.4 SHAREHOLDER
APPROVAL. The Company’s obligations to issue Purchase Agreement Securities under this Agreement are subject to the receipt of
the approval of the issuance of the Purchase Agreement Securities by the shareholders of the Company under applicable law, the
Company’s articles of association and the rules and regulations of the Principal Market (“Shareholder Approval”
and the date of receipt of Shareholder Approval, the “Shareholder Approval Date”). If Shareholder Approval is not obtained
by April 30, 2024, the Company may terminate this Agreement by written notice to the Investor and neither party shall have any obligation
or liability to the other party.
Section 6.5 Minimum
Drawdowns. The Company shall issue Purchase Notices for an aggregate of at least $4,000,000 of Commitment Amount prior to the
end of the Commitment Period.
ARTICLE VII
REGISTRATION RIGHTS
Section 7.1 REGISTRATION.
(a) The
Company shall file a registration statement for the resale of the Registrable Securities, not later than twenty (20) Business Days
after the date that the Company obtains Shareholder Approval for the transactions contemplated by this Agreement, which registration statement
shall be filed with the SEC on Form S-1 (the “Initial Registration Statement”). The Company shall use its commercially
reasonable efforts to (i) cause the Registration Statement (as defined below) to be declared effective by the SEC as soon as practicable,
and (ii) keep the Registration Statement continuously effective under the Securities Act until the Investor ceases to hold Registrable
Securities. The Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally
available to, and requested by, the Investor, and shall comply with the relevant provisions of the Securities Act and Exchange Act. The
Investor acknowledges that it will be identified in the Registration Statement as an underwriter within the meaning of Section 2(a)(11)
of the Securities Act, and the Investor shall furnish all information reasonably requested by the Company for inclusion therein. If Form S-3
becomes available for the registration of the resale of all of the Registrable Securities hereunder, the Company may use such Form; provided,
however, if Form S-3 is not available for the registration of the resale of all of the Registrable Securities hereunder, the Company
shall maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement on Form S-3
covering all of the Registrable Securities has been declared effective by the SEC.
(b) Notwithstanding
the registration obligations set forth in Section 7.1(a), if the SEC informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly inform the Investor and use its commercially reasonable efforts to file amendments to the Initial Registration
Statement or a new registration statement (a “New Registration Statement”) as required by the SEC, covering the maximum
number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for
resale the Registrable Securities as a secondary offering, subject to the provisions of Section 7.1(a).
(c) If
the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, in accordance with Section 7.1(b) above,
the Company will use its commercially reasonable efforts to file with the SEC, as promptly as possible, one or more registration statements
on Form S-3 or such other form that is available to register for resale all of those Registrable Securities that were not registered
for resale on the Initial Registration Statement, as amended. The Initial Registration Statement, a New Registration Statement, and any
other registration statements pursuant to which the Company seeks to register for resale any Registrable Securities shall each be referred
to herein as a “Registration Statement” and collectively as the “Registration Statements.” The term
“Registration Statement(s)” shall include any prospectus, amendments and supplements to such registration statement or prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated
by reference, if any, in such registration statement.
Section 7.2 EXPENSES
OF REGISTRATION. All Registration Expenses incurred in connection with registrations pursuant to this Article VII shall be borne
by the Company.
Section 7.3 REGISTRATION
PROCEDURES. In the case of each registration of Registrable Securities effected by the Company pursuant to this Article VII,
the Company will do the following:
(a) Prepare
each Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith,
and before filing such Registration Statement, any prospectus or any amendments or supplements thereto, furnish to the Investor copies
of all documents prepared to be filed with the SEC, and the Investor and its counsel will have a reasonable opportunity to review and
comment upon such any such document prior to its filing with the SEC.
(b) In
accordance with Section 7.1, file the Registration Statement with the SEC relating to the Registrable Securities, including
all exhibits and financial statements required by the SEC to be filed therewith, and use its commercially reasonable efforts to cause
such Registration Statement(s) to become effective under the Securities Act as soon as practicable;
(c) Prepare
and file with the SEC such amendments, post-effective amendments, and supplements to such Registration Statement and the prospectus used
in connection with such Registration Statement as may be reasonably requested by the Investor or as may be necessary to keep such Registration
Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered by such Registration Statement;
(d) Notify
the Investor, and confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after
notice thereof is received by the Company (i) when the applicable Registration Statement or any amendment thereto has been filed
or becomes effective, and when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (ii) of
any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements
to such Registration Statement, prospectus or for additional information (whether before or after the effective date of the Registration
Statement), (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any
order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation
or threatening of any proceedings for such purposes, and (iv) of the receipt by the Company of any notification with respect to the
suspension of any Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose;
(e) Furnish
such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of
or supplement to the prospectus, as the Investor (or its counsel) from time to time may reasonably request;
(f) Register
and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions in
the United States as shall be reasonably requested by the Investor; provided, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or
jurisdictions where it would not otherwise be required to qualify or when it is not then otherwise subject to service of process;
(g) Notify
each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required
to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances under which they were
made, and following such notification promptly prepare and file a post-effective amendment to such Registration Statement or a supplement
to the related prospectus or any document incorporated therein by reference, and file any other required document that would be incorporated
by reference into such Registration Statement and prospectus, so that such Registration Statement does not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and that such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and,
in the case of a post-effective amendment to a Registration Statement, use commercially reasonable efforts to cause it to be declared
effective as promptly as is reasonably practicable, and give to the Investor a written notice of such amendment or supplement, and, upon
receipt of such notice, the Investor agrees not to sell any Registrable Securities pursuant to such Registration Statement until the Investor’s
receipt of copies of the supplemented or amended prospectus or until it receives further written notice from the Company that such sales
may re-commence;
(h) Use
its commercially reasonable efforts to prevent, or obtain the withdrawal of, any order suspending the effectiveness of any Registration
Statement (and promptly notify in writing the Investor covered by such Registration Statement of the withdrawal of any such order);
(i) Provide
a transfer agent or warrant agent, as applicable, and registrar for all Registrable Securities registered pursuant to such Registration
Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(j) If
requested, cooperate with the Investor to facilitate the timely preparation and delivery of certificates or establishment of book entry
notations representing Registrable Securities to be sold and not bearing any restrictive legends, including without limitation, procuring
and delivering any opinions of counsel, certificates, or agreements as may be necessary to cause such Registrable Securities to be so
delivered;
(k) Cause
all such Registrable Securities registered hereunder to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;
(l) Promptly
identify to the Investor any underwriter(s) participating in any disposition pursuant to such Registration Statement and any attorney
or accountant or other agent retained by any such underwriter or selected by the Investor, make available for inspection by the Investor
all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers,
directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement
and to conduct appropriate due diligence in connection therewith;
(m) Reasonably
cooperate, and cause each of its principal executive officer, principal financial officer, principal accounting officer, and all other
officers and members of the management to fully cooperate in any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, assisting with the preparation of any Registration Statement or amendment thereto with respect to such offering
and all other offering materials and related documents, and participation in meetings with underwriters, attorneys, accountants and potential
shareholders;
(n) Otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its
shareholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period
beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement,
which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely
files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158
under the Securities Act or any successor rule thereto;
(o) Reasonably
cooperate with the Investor and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with FINRA, and use its commercially reasonable efforts to
make or cause to be made any filings required to be made by an issuer with FINRA in connection with the filing of any Registration Statement;
(p) If
requested by the Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the
purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by the Investor;
(q) Take
all reasonable action to ensure that any “free writing prospectus” (as defined in the Securities Act) utilized in connection
with any registration covered by Article VII complies in all material respects with the Securities Act, is filed in accordance
with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby
and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(r) Take
all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable
Securities.
Section 7.4 INDEMNIFICATION.
(a) To
the extent permitted by law, the Company will indemnify and hold harmless the Investor, and each shareholder, member, limited or general
partner thereof, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each
of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each person who controls (within
the meaning of Section 15 of the Securities Act) such persons and each of their respective representatives, and each underwriter,
if any, and each person or entity who controls within the meaning of Section 15 of the Securities Act any underwriter, against all
expenses, claims, judgments, suits, costs, penalties, losses, damages, and liabilities (or actions, proceedings, or settlements in respect
thereof) arising out of or based on any of the following: (i) any untrue statement (or alleged untrue statement) of a material fact
contained or incorporated by reference in any prospectus, offering circular or other document (including any related Registration Statement,
notification, or the like) incident to any such registration, qualification or compliance, (ii) any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any
violation (or alleged violation) by the Company of the Securities Act, any state securities laws, or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration,
qualification or compliance, and the Company will reimburse the Investor, and each shareholder, member, limited or general partner thereof,
each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective
Affiliates, officers, directors, shareholders, employees, advisors, and agents and each person who controls such persons and each of their
respective Representatives, and each underwriter, if any, and each person or entity who controls any underwriter, for any legal and any
other expenses reasonably incurred in connection with investigating and defending or settling any such claim, judgment, suit, penalty,
loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim,
judgment, suit, penalty loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Investor, any of the Investor’s Representatives, any person or entity controlling the
Investor, such underwriter or any person or entity who controls any such underwriter, and stated to be specifically for use therein; provided,
further, that, the indemnity agreement contained in this Section 7.4(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor or any indemnified party and
shall survive the transfer of such securities by the Investor.
(b) To
the extent permitted by law, the Investor will, if Registrable Securities held by the Investor are included in the securities as to which
such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers,
employees, partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities covered by such a Registration
Statement, each person or entity who controls the Company or such underwriter within the meaning of Section 15 of the Securities
Act, against all claims, judgments, penalties losses, damages and liabilities (or actions in respect thereof) arising out of or based
on any of the following: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference
in any prospectus, offering circular or other document (including any related Registration Statement, notification, or the like) incident
to any such registration, qualification or compliance made in reliance upon and in conformity with information furnished in writing by
or on behalf of the Investor expressly for use in connection with such registration, (ii) any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, in each case made in reliance upon and
in conformity with information furnished in writing by or on behalf of the Investor expressly for use in connection with such registration,
or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws, or any rule or
regulation thereunder applicable to the Investor and relating to action or inaction required of the Investor in connection with any offering
covered by such registration, qualification, or compliance, and will reimburse the Company and the Investor, directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement or omission (i) is made in such Registration Statement, prospectus, offering circular or other document
in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for
use therein and (ii) has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities
to the person asserting the claim; provided, however, that the obligations of the Investor hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected
without the consent of the Investor (which consent shall not be unreasonably withheld); and provided that in no event shall any
indemnity under this Section 7.4 exceed the net proceeds from the offering received by the Investor, except in the case
of fraud or willful misconduct by the Investor.
(c) Each
party entitled to indemnification under this Section 7.4 (the “Indemnified Party”) shall (i) give
notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought (provided, that any delay or failure to so notify the
indemnifying party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is actually
and materially prejudiced by reason of such delay or failure), and (ii) permit the Indemnifying Party to assume the defense of such
claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of
such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such party’s expense unless (w) the Indemnifying Party
has agreed in writing to pay such fees or expenses, (x) the Indemnifying Party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the Indemnified Party hereunder and employ counsel reasonably satisfactory
to the Indemnified Party, (y) the Indemnified Party has reasonably concluded (based upon advice of its counsel) that there may be
legal defenses available to it or other indemnified parties that are different from or in addition to those available to the Indemnifying
Party, or (z) in the reasonable judgment of any such person (based upon advice of its counsel) a conflict of interest may exist between
such person and the Indemnifying Party with respect to such claims (in which case, if the person notifies the Indemnifying Party in writing
that such person elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such claim on behalf of such person). No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim
and litigation resulting therefrom.
(d) If
the indemnification provided for in this Section 7.4 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission. No Holder will be required under this Section 7.4(d) to contribute any amount in excess of the net proceeds
from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder. No person or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person or entity who was not guilty of such fraudulent misrepresentation.
The obligations of the Company
and the Investor under this Section 7.4 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 7.4 and otherwise shall survive the termination of this Agreement until the expiration of the applicable
period of the statute of limitations.
Section 7.5 INFORMATION
BY THE INVESTOR. The Investor shall furnish to the Company such information regarding the Investor and the distribution proposed by
the Investor as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Article VII.
Section 7.6 RULE
144 REPORTING. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale
of the Registrable Securities to the public without registration, the Company agrees to do the following:
(a) Make
and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities
Act;
(b) File
with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and
(c) So
long as the Investor owns any Registrable Securities, furnish to the Investor forthwith upon written request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of the Exchange Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies), and such other reports and documents
so filed as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing the Investor to
sell any such securities without registration. The Company further covenants that it shall take such further action as the Investor may
reasonably request to enable the Investor to sell from time to time Purchase Agreement Securities held by the Investor without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any legal opinions.
Section 7.7 NO
INCONSISTENT AGREEMENTS. The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this Agreement,
enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Investor or
otherwise conflict with the provisions hereof. Unless the Company receives the consent of the Investor, the Company shall not file any
other registration statements (other than registration statements on Form S-4 or Form S-8 or any successor forms thereto) until
all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the SEC.
ARTICLE VIII
CONDITIONS TO DELIVERY OF
PURCHASE NOTICE AND CONDITIONS TO CLOSING
Section 8.1 CONDITIONS
PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SECURITIES. The obligation of the Company hereunder to
issue and sell the Purchase Notice Securities to the Investor is subject to the satisfaction of each of the conditions set forth below:
(a) SHAREHOLDER
APPROVAL. The receipt of Shareholder Approval.
(b) ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct in
all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.
(c) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied, and complied in all respects with all covenants, agreements, and conditions
required by this Agreement to be performed, satisfied, or complied with by the Investor at or prior to each Closing.
(d) PRINCIPAL
MARKET REGULATION. The trading of the Purchase Agreement Securities shall not have been suspended by the SEC or the Principal Market,
or otherwise halted for any reason, and the Purchase Agreement Securities shall have been approved for listing or quotation on, and shall
not have been delisted from or no longer quoted on, the Principal Market. The Company shall have no obligation to issue any Purchase Agreement
Securities, and the Investor shall have no right to receive any Purchase Agreement Securities, if the issuance of such Purchase Agreement
Securities would exceed the Exchange Cap (as defined below).
(e) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated,
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(f) EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall have been declared, and shall remain,
effective for the resale of the Registrable Securities at all times until the Closing with respect to the subject Purchase Notice, the
Company shall not have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement
or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so, and no other suspension of the use of, or withdrawal of the effectiveness of, such Registration
Statement shall exist.
(g) Officers’
Certificate. At the Closing, the Investor shall have delivered to the Company a certificate of an officer of the Investor certifying
that the Investor has satisfied the conditions set forth in Section 8.1(b) and (c).
Section 8.2 CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SECURITIES. The obligation of the Investor hereunder to purchase
the Purchase Notice Securities is subject to the satisfaction of each of the following conditions:
(a) EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall have been declared, and shall remain,
effective for the resale of the Registrable Securities at all times until the Closing with respect to the subject Purchase Notice, the
Company shall not have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement
or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so, and no other suspension of the use of, or withdrawal of the effectiveness of, such Registration
Statement shall exist. The Investor shall not have received any notice from the Company that the prospectus, and/or any prospectus supplement
or amendment thereto fails to meet the requirements of Section 5(b) or Section 10 of the Securities Act.
(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct
in all material respects as of the date of the Execution Date and as of the date of each Closing (except for representations and warranties
specifically made as of a particular date).
(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied, and complied in all material respects with all covenants, agreements,
and conditions required by this Agreement to be performed, satisfied, or complied with by the Company at or prior to such Closing.
(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(e) NO
SUSPENSION OF TRADING IN OR DELISTING OF ADSs. The trading of the ADSs shall not have been suspended by the SEC or the Principal Market,
or otherwise halted for any reason, and the ADSs shall have been approved for listing or quotation on, and shall not have been delisted
from or no longer quoted on, the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the trading
of the ADSs, as contemplated by this Section 8.2(e), the Investor shall have the right to return to the Company any amount
of Purchase Notice Securities associated with such Purchase Notice, and the Commitment Amount with respect to such Purchase Notice shall
be refunded accordingly.
(f) BENEFICIAL
OWNERSHIP LIMITATION. The number of Purchase Notice Securities then to be acquired by the Investor shall not exceed the number of
such ADSs that, when aggregated with all other ADSs and Ordinary Shares then beneficially owned (as such term is defined under the Exchange
Act) by the Investor, would result in the Investor beneficially owning more than the Beneficial Ownership Limitation (as defined below),
as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 8.2(f), if the amount of
Ordinary Shares outstanding is greater or lesser on a Closing Date than on the date on which the Purchase Notice associated with such
Closing Date is given, the amount of Ordinary Shares outstanding on such date of the issuance of a Purchase Notice shall govern for purposes
of determining whether the Investor, when aggregating all purchases of Purchase Agreement Securities made pursuant to this Agreement,
would beneficially own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. If the Investor claims
that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request
of the Company, the Investor will provide the Company with evidence of the Investor’s then existing ADSs and Ordinary Shares beneficially
owned. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately
prior to the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice. To the extent that the Beneficial Ownership
Limitation would be exceeded in connection with a Closing, the number of Purchase Notice Securities issuable to the Investor shall be
reduced so it does not exceed the Beneficial Ownership Limitation.
(g) PRINCIPAL
MARKET REGULATION. The Company shall have no right to issue and the Investor shall have no obligation to purchase any Purchase Notice
Securities if the issuance of such Purchase Notice Securities would exceed 19.99% of the Company’s outstanding Ordinary Shares (the
“Exchange Cap”), as of the Execution Date, unless shareholder approval is obtained to issue more than such 19.99%.
(h) NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of
the Registration Statement to be suspended or the Prospectus or any prospectus supplement thereto failing to meet the requirement of Sections
5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following the
Business Day on which such Purchase Notice is deemed delivered).
(i) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by
the Company with the SEC pursuant to the reporting requirements of the Securities Act and the Exchange Act after the Execution Date (the
“Future SEC Documents”) (1) shall have been filed with the SEC within the applicable time periods prescribed for
such filings under the Exchange Act, and (2) as of their respective dates, such Future SEC Documents complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable
to such Future SEC Documents, and none of such Future SEC Documents contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(j) Officers’
Certificate. At the Closing, the Company shall have delivered to the Investor a certificate of an officer of the Company certifying
that the Company has satisfied the conditions set forth in Section 8.2(b) and (c).
ARTICLE IX
[Intentionally omitted]
ARTICLE X
indemnification
Section 10.1 Each
Party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other Party along with its officers, directors,
employees, and authorized agents (an “Indemnified Party”) from and against any claim or suit by third parties for Damages
resulting from or arising out of (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, or (ii) any violation by the Indemnifying Party of
the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act
or any state securities law, as such Damages are incurred by the Indemnified Party, except to the extent that such Damages result primarily
from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s
negligent, recklessness or willful misconduct.
ARTICLE XI
MISCELLANEOUS
Section 11.1 FORCE
MAJEURE. No Party shall be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control,
including but not limited to acts of God, epidemic or pandemic, natural disaster, labor disturbances, terrorist attack, riots or wars,
and any action taken, or restrictions or limitations imposed, by government or public authorities.
Section 11.2 GOVERNING
LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the
principles of conflicts of law.
Section 11.3 ASSIGNMENT.
The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither any of the Transaction Documents nor any rights of the Investor or the Company hereunder may be assigned by either Party to any
other Person.
Section 11.4 NO
THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by Section 7.4
and Article XI.
Section 11.5 TERMINATION.
This Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; or (ii) the date that,
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment
for the benefit of its creditors.
Section 11.6 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of the Company and the
Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written,
with respect to such matters.
Section 11.7 FEES
AND EXPENSES. Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such Party incidental to the negotiation, preparation, execution, delivery and performance of the Transaction
Documents.
Section 11.8 CLEARING
COST. The Company shall pay the Clearing Cost associated with each Closing, and any Transfer Agent fees (including any fees required
for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied on the Company
in connection with the delivery of any Purchase Agreement Securities to the Investor.
Section 11.9 COUNTERPARTS
AND EXECUTION. The Transaction Documents may be executed in one or more counterparts, each of which may be executed by less than all
of the Parties, all of which together will constitute one instrument, will be deemed to be an original, and will be enforceable against
the Parties. The Transaction Documents may be delivered to the other Party hereto by email of a copy of the Transaction Documents bearing
the signature of the Party so delivering the Transaction Documents. The Parties agree that this Agreement shall be considered signed when
the signature of a Party is delivered by .PDF, DocuSign or other generally accepted electronic signature. Such .PDF, DocuSign, or other
generally accepted electronic signature shall be treated in all respects as having the same effect as an original signature.
Section 11.10 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any Party.
Section 11.11 FURTHER
ASSURANCES. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Section 11.12 NOT
TO BE CONSTRUED AGAINST DRAFTER. The Parties acknowledge that they have had an adequate opportunity to review this Agreement and to
submit the same to legal counsel for review and comment. The Parties agree that the rule of construction that a contract be construed
against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.
Section 11.13 TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement.
Section 11.14 AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto and no provision
of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement of such waiver is sought.
No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
Section 11.15 PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect
to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make any such public statement, without
the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that no prior consent
shall be required if such disclosure is required by law, in which case the disclosing Party shall provide the other Party with prior notice
of such public statement. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents
as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that
the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.
Section 11.16 DISPUTE
RESOLUTION.
| (a) | Average Daily Trading Volume, Purchase Notice Limit, or VWAP. |
(i) In
the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limitation, or VWAP (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be)
shall submit the dispute to the other Party via facsimile or electronic mail within five (5) Business Days after the Party learned
of the circumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating
to such Average Daily Trading Volume, Purchase Notice Limit, or VWAP (as the case may be), at any time after the second (2nd) Business
Day following such initial notice by the Company or the Investor (as the case may be) of such dispute to the Company or the Investor (as
the case may be), then the Company and the Investor may select an independent, reputable investment bank as mutually agreed upon to resolve
such dispute. If the Parties cannot agree upon such an investment bank within ten (10) Business Days of the date of the initial notice,
the Parties shall submit the dispute to arbitration pursuant to Section 11.16(b).
(ii) The
Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with the above and (B) written documentation supporting its position with respect to such dispute, in each case, no later
than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank was
selected (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and
(B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed
that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline,
then the Party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its
right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment
bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to
the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Investor or otherwise requested by
such investment bank, neither the Company nor the Investor shall be entitled to deliver or submit any written documentation or other support
to such investment bank in connection with such dispute (other than the Required Dispute Documentation).
(iii) The
Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Investor
of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses
of such investment bank shall be borne by the losing Party, and such investment bank’s resolution of such dispute shall be final
and binding upon all Parties. The terms of this Agreement and each other applicable Transaction Document and the Required Dispute Documentation
shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be
entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are
required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment
bank shall apply such findings, determinations and the like to the terms of this Agreement and any other applicable Transaction Documents.
(iv) Both
the Company and the Investor expressly acknowledge and agree that (i) this Section 11.16(a) constitutes an agreement
to arbitrate between the Company and the Investor (and constitutes an arbitration agreement) under § 5701, et seq. of the Delaware
Code Title 10 with respect to the dispute described in Section 11.16(a)(i) and that both the Company and the Investor
are authorized to apply for an order to compel arbitration pursuant to Delaware Code Title 10 § 5703 in order to compel compliance
with this Section 11.16(a).
(b) JURISDICTION.
Subject to Section 11.16(a), each Party hereby irrevocably submits that any dispute, controversy or claim arising out of or
relating to this Agreement or any Transaction Document (including whether any such dispute is arbitrable), shall be submitted to the exclusive
jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware. Each Party
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The Company and the Investor agree that all dispute resolution
proceedings in accordance with this Section 11.16 may be conducted in a virtual setting, if available.
Section 11.17 NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier service with charges
prepaid for next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF (with delivery receipt or a written
confirmation of delivery or receipt), addressed as set forth below or to such other address as such Party shall have specified most recently
by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective upon hand delivery or delivery by email at the address designated below (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business
Day during normal business hours where such notice is to be received).
The addresses for such communications
shall be:
If to the Company:
Address: 42127 Pleasant Forest Court, Ashburn, VA
Telephone: (703) 980-4182
E-mail:
mmyers@quoinpharma.com
If to the Investor:
Address: 801 Brickell Ave., FL 8, Miami FL, 33131
Telephone: (917) 793-1173
E-mail: operations@alumnicapital.com
Either
Party hereto may from time to time change its address or email for notices under this clause by giving prior written notice of such
changed address to the other Party hereto.
[Signature Page Follows]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.
|
QUOIN PHARMACEUTICALS LTD. |
|
|
|
|
|
By: |
Dr. Michael Myers |
|
Name: |
Dr. Michael Myers |
|
Title: |
Chief Executive Officer |
|
|
|
|
|
|
|
ALUMNI CAPITAL LP |
|
|
|
By: |
ALUMNI CAPITAL GP LLC |
|
|
|
|
|
|
|
By: |
/s/ Ashkan Mapar |
|
Name: |
Ashkan Mapar |
|
Title: |
Manager |
EXHIBIT A
FORM OF PURCHASE NOTICE
TO: ALUMNI CAPITAL LP
We refer to the Purchase Agreement, dated as of
January [●], 2024, entered into by and between QUOIN PHARMACEUTICALS LTD., and you. Capitalized terms defined in the Agreement
shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby certify that, as of the date hereof,
the conditions set forth in Section 8.2 of the Agreement are satisfied and we hereby elect to exercise our right pursuant to the
Agreement to require you to purchase ______ Purchase Notice Securities at the following Purchase Price (select only one):
¨ Purchase Price I
¨ Purchase
Price II
¨ Purchase Price III
The Company acknowledges and agrees that the amount
of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership
Limitation.
The Company’s wire instructions are as follows:
[Insert Wire Instructions]
|
QUOIN PHARMACEUTICALS LTD. |
|
|
|
|
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By: |
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|
|
|
|
Name: |
[______] |
|
Title: |
[______] |
|
Date: ________, 202__ |
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