UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of July 2024 (Report No. 2)
Commission file number: 001-41387
![](https://www.sec.gov/Archives/edgar/data/1894693/000121390024061912/image_001.jpg)
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
On July 16, 2024 (the “Effective
Date”), Saverone 2014 Ltd., a company established in the State of Israel (the “Company”), entered
into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. a Cayman Islands exempt limited partnership
(“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey.
Pursuant to the SEPA, subject
to the terms and conditions set forth therein, the Company has the right, but not the obligation, to issue (each such issuance, an “Advance”)
to Yorkville, and Yorkville has the obligation to subscribe for the Company’s American Depository Shares (the “ADSs”),
each representing 5 ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”) for an aggregate
subscription amount of up to $15 million (the “Commitment Amount”), at any time from Effective Date until
July 16, 2027, unless earlier terminated pursuant to the SEPA (the “Commitment Period”), by delivering written
notice to Yorkville (each, an “Advance Notice”). The Company will not have the right to require Yorkville to
subscribe for any ADSs under the SEPA if a balance remains outstanding under a Promissory Note without Yorkville’s consent, unless
an Amortization Event (as defined in the Promissory Notes) has occurred and the proceeds of any Advance is applied towards repayment of
a balance under a Promissory Note.
Under the SEPA, Yorkville
shall advance to the Company the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall be
evidenced by convertible promissory notes (the “Promissory Notes”), which are convertible into Company’s
ADSs. The first Pre-Paid Advance in a principal amount of $1,000,000 was advanced on the Effective Date, the second Pre-Paid Advance
in a principal amount of $1,000,000 shall be advanced on the filing of the Initial Registration Statement (as defined below), and the
third Pre-Paid Advance in a principal amount of $1,000,000 shall be advanced to the Company on the second trading day after
the effectiveness of the Initial Registration Statement. Each Pre-Paid Advance is subject to a discount in the amount equal to 3%
of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the
“Original Issue Discount”). The Original Issue Discount does not reduce the principal amount of each Promissory
Note.
Principal, interest and any
other payments due under the Promissory Notes shall be paid in cash on January 16, 2026 (the “Maturity Date”),
unless converted by Yorkville or redeemed by the Company. Except as specifically permitted by the terms of the Promissory Notes, the Company
may not prepay or redeem any portion of the outstanding principal and accrued and unpaid interest thereunder. Subject to the terms set
forth in the Promissory Notes, at any time on or after the issuance date, Yorkville shall be entitled to convert any portion of the outstanding
principal of the Promissory Notes plus accrued and unpaid interest on such outstanding principal of the Promissory Notes to, but excluding,
the conversion date (such amount, the “Conversion Amount”) into ADSs at the Conversion Price (as defined below).
The number of Conversion Shares issuable upon conversion of the Conversion Amount will be determined by dividing (x) such Conversion
Amount by (y) the Conversion Price. The “Conversion Price” means, as of any conversion date or other date
of determination and subject to adjustments set forth in the Promissory Notes, the lower of (i) $0.5284 per ADS, or (ii) 95%
of the lowest daily VWAP (as defined below) during the 7 consecutive trading days immediately preceding the Conversion Date or other
date of determination, but not lower than $0.0868 per ADS Share. The Conversion Price will be adjusted from time to time pursuant to the
terms and conditions of the Promissory Notes.
The Company at its option
and in its sole discretion shall have the right, but not the obligation, to redeem (each, an “Optional Redemption”)
early a portion or all amounts outstanding under the Promissory Notes, provided that the Company provides Yorkville with prior written
notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption. Each Redemption Notice
will be irrevocable and will specify the date for the Optional Redemption (each, a “Redemption Date”), the outstanding
principal of the Promissory Notes to be redeemed and the Redemption Amount (as defined below) applicable to such principal. With respect
to any Redemption Notice, the “Redemption Amount” will be an amount equal to the outstanding principal actually
being redeemed by the Company (after giving effect to any conversions with a Conversion Date prior to the relevant Redemption Date) on
the relevant Redemption Date, plus the Payment Premium, plus all accrued and unpaid interest on the principal amount being redeemed by
the Company to, but excluding, the relevant Redemption Date. In addition, if an Amortization Event (as defined in the Promissory Notes)
occurs, then the Company shall be required to make monthly payments in an amount equal to $500,000 of principal, or the outstanding principal
if less than such amount, plus the Payment Premium, plus all accrued and unpaid interest on the principal amount being paid. “Payment
Premium” means 10% of the principal amount being paid pursuant to a monthly payment or an Optional Redemption.
Yorkville may declare the
full unpaid principal amount of the Promissory Notes, together with interest and other amounts owing in respect thereof, immediately due
and payable in cash upon the occurrence of certain specified events of default and mandatory prepayment events. Upon the occurrence and
during the continuance of any event of default, interest will accrue on the outstanding principal balance of the Convertible Debenture
at a rate of 18% per annum.
At any time during the Commitment
Period and provided that a balance under a Promissory Note is outstanding, Yorkville may, by providing written notice to the Company (an
“Investor Notice”), require the Company to issue and sell shares to Yorkville as set out in the relevant Investor
Notice, subject to certain limitations as set forth in the SEPA. The purchase price of the shares delivered pursuant to an Investor
Notice shall be equal to the Conversion Price then in effect and shall be paid by offsetting the amount of the aggregate purchase price
to be paid by Yorkville against an equal amount outstanding under the Promissory Note.
The SEPA does not require
Yorkville to subscribe for or acquire any ADSs or Ordinary Shares under the SEPA if those Ordinary Shares, when aggregated with all other
ADSs or Ordinary Shares acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the then
outstanding ADSs or Ordinary Shares.
This Report shall not constitute
an offer to sell or the solicitation to buy nor shall there be any sale of the ADSs in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The SEPA contains customary
representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained
in the SEPA were made only for purposes of the SEPA and as of specific dates, were solely for the benefit of the parties to such agreement
and are subject to certain important limitations.
In connection with the transaction,
the Company and Yorkville entered into a registration rights agreement, dated July 16, 2024 (the “Yorkville RRA”),
pursuant to which the Company is required to register for resale all of the ADSs to be issued from time to time pursuant to Advances under
the SEPA. The Company is required to file an initial registration statement (the “Registration Statement”) covering
the resale of the relevant ADSs, by no later than the 21st calendar day following execution of the Yorkville RRA.
The foregoing descriptions of the SEPA, the Promissory
Note, and the Yorkville RRA are qualified in their entirety by the terms and conditions of the SEPA, the Promissory Notes, the Yorkville
RRA, which are attached as Exhibit 99.1, 99.2 and 99.3 and, respectively, and which are incorporated herein by reference.
EXHIBIT INDEX
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, thereunto
duly authorized.
Date: July 17, 2024 |
SAVERONE 2014 LTD. |
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|
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By: |
/s/ Ori Gilboa |
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Name: |
Ori Gilboa |
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Title: |
Chief Executive Officer |
4
Exhibit 99.1
STANDBY EQUITY PURCHASE AGREEMENT
THIS STANDBY EQUITY PURCHASE
AGREEMENT (this “Agreement”) dated as of July 16, 2024 is made by and between YA II PN, LTD., a Cayman Islands
exempt limited partnership (the “Investor”), and SAVERONE 2014 LTD., a company incorporated under the laws of
the State of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party”
and collectively as the “Parties.”
WHEREAS, the Parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $15 million in aggregate gross
purchase price of newly issued fully paid shares of the Company’s American Depository Shares (the “ADSs”), each
ADS currently representing 5 ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”);
WHEREAS, the ADSs are
listed for trading on the Nasdaq Stock Market under the symbol “SVRE;”
WHEREAS, the offer and
sale of the ADSs (and the underlying Ordinary Shares) issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such
other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder; and
WHEREAS, the Parties
are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration
Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the
Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.
NOW, THEREFORE,
the Parties hereto agree as follows:
Article I. Certain Definitions
Capitalized terms used in this
Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set
forth in this Agreement.
Article II. Pre-Paid Advances
Section 2.01
Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor
shall advance to the Company the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall be evidenced
by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”). The first
Pre-Paid Advance shall be in a principal amount of $1,000,000 and advanced up the Effective Date of this Agreement (the “First
Pre-Advance Closing”), the second Pre-Paid Advance shall be in a principal amount of $1,000,000 and advanced on the second Trading
Day after the filing of the initial Registration Statement (the “Second Pre-Advance Closing”), and the third Pre-Paid
Advance shall be in a principal amount of $1,000,000 and advanced on the second Trading Day after the initial Registration Statement becomes
effective (the “Third Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing”
and collectively referred to as the “Pre-Advance Closings”).
Section 2.02
Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation.
The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the Effective Date, provided that the conditions set forth
on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance
Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing of the initial Registration Statement,
provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and
the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the effectiveness
of the initial Registration Statement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is
mutually agreed to by the Company and the Investor). At each Pre-Advance Closing, the Investor shall advance to the Company the principal
amount of the Pre-Paid Advance, less a discount in the amount equal to 3% of
the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount (the “Original
Issue Discount”), in immediately available funds to an account designated by the Company in writing, and the Company shall deliver
the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company.
The Company acknowledges and agrees that the Original Issue Discount (i) shall
not be funded but shall be deemed to be fully earned on at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of
each Promissory Note.
Article III. Advances
Section 3.01
Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, (i) the
Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall
subscribe for and purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices, provided (x) no balance
is outstanding under a Promissory Note, or, (y) if there is a balance outstanding under a Promissory Note, an Amortization Event has occurred
in accordance with Section 3.01(a)(iii) hereof, and (ii) for as long as there is a balance outstanding under a Promissory Note, the Investor,
at its sole discretion shall have the right, but not the obligation, by the delivery to the Company of Investor Notices, to cause an Advance
Notice to be deemed delivered to the Investor and the issuance and sale of Shares to the Investor pursuant to an Advance, on the following
terms:
| (a) | Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions
set forth in Annex III, and in accordance with the following provisions: |
| (i) | The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum
Advance Amount (unless otherwise agreed to in writing by the Company and the Investor), it desires to issue and sell to the Investor in
each Advance Notice, the time it desires to deliver each Advance Notice. |
| (ii) | There shall be no mandatory minimum Advances and there shall be no non-usages fee for not utilizing the
Commitment Amount or any part thereof. |
| (iii) | For so long as any amount remains outstanding under a Promissory Note, without the prior written consent
of the Investor, (A) the Company may only (other than with respect to a deemed Advance Notice pursuant to an Investor Notice) submit an
Advance Notice if an Amortization Event has occurred and the obligation of the Company to make monthly prepayments under the Promissory
Note has not ceased, and (B) the Investor shall pay the aggregate purchase price owed to the Company from such Advances (“Advance
Proceeds”) by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Promissory
Note (first towards accrued and unpaid interest, and then towards outstanding principal and the corresponding payment premium (as set
forth in the subject Promissory Note) in respect of such principal amount, if applicable). |
| (b) | Investor Notice. At any time during the Commitment Period, provided that there is a balance remaining
outstanding under a Promissory Note, the Investor may, by delivering an Investor Notice to the Company, cause an Advance Notice to be
deemed delivered to the Investor and the issuance and sale of Shares to the Investor pursuant to an Advance, in accordance with the following
provisions: |
| (i) | The Investor shall, in its sole discretion, select the amount of the Advance up to the Maximum Advance
Amount applicable to the Investor, and the time it desires to deliver each Investor Notice; provided that the amount of the Advance selected
shall not exceed the balance owed under all Promissory Notes outstanding on the date of delivery of the Investor Notice. |
| (ii) | The Purchase Price of the Shares in respect of any Advance Notice deemed delivered pursuant to an Investor
Notice shall be equal to the Conversion Price (as defined in the Promissory Note) in effect on the date of delivery of the Investor Notice.
The Investor shall pay the Purchase Price for the Shares to be issued pursuant to the Investor Notice by offsetting the amount of the
Purchase Price to be paid by the Investor against an equal amount outstanding under a Promissory Note (first towards accrued and unpaid
interest, if any, then towards principal). |
| (iii) | Each Investor Notice shall set forth the amount of the Advance requested, the Purchase Price (which shall
be equal to the Conversions Price) along with a report by Bloomberg, L.P. indicating the relevant VWAP used in calculating the Conversion
Price, the number of Shares to be issued by the Company and purchased by the Investor, the aggregate amount of accrued and unpaid interest
under the subject Promissory Note (if any) that shall be offset by the issuance of Shares, the aggregate amount of principal of the Promissory
Note that shall be offset by the issuance of Shares, and the total amount of the Promissory Note that shall be outstanding following the
closing of the Advance, and each Investor Notice shall serve as the Settlement Document in respect of such Advance. |
| (iv) | Upon the delivery of an Investor Notice, a corresponding Advance Notice shall simultaneously and automatically
be deemed to have been delivered by the Company to the Investor requesting the amount of the Advance set forth in the Investor Notice,
and any conditions precedent to such Advance Notice under the terms of this Agreement that have not been satisfied shall be deemed to
have been waived by the Investor. |
| (c) | Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with the instructions
set forth on the bottom of Exhibit C attached hereto. An Advance Notice shall be deemed delivered on (i) the day it is received
by the Investor if such notice is received by e-mail at or before 9:00 a.m. New York City time (or at such later time if agreed to by
the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by e-mail after 9:00 a.m. New York City
time. An Advance Notice deemed delivered pursuant to an Investor Notice shall be deemed delivered on the same date upon which the Investor
Notice is received by the Company. Upon receipt of an Advance Notice, the Investor shall promptly provide written confirmation (which
may be by e-mail) of receipt of such Advance Notice. |
Section 3.02
Advance Limitations, Regulatory. Regardless of the Advance requested in an Advance Notice, including an Advance Notice deemed
delivered pursuant to an Investor Notice, the final number of Shares to be issued and sold pursuant to such Advance Notice shall be reduced
(if at all) in accordance with each of the following limitations:
| (a) | Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform
the Company in writing of the number of Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall
promptly confirm orally or in writing to the Investor the number of ADSs and Ordinary Shares then outstanding. Notwithstanding anything
to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire,
any ADSs or Ordinary Shares under this Agreement which, when aggregated with all other ADSs and Ordinary Shares beneficially owned by
the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would
result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding
voting power or number of ADSs or Ordinary Shares (the “Ownership Limitation”). In connection with each Advance Notice,
any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares
issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required
by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn
portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the
Company of such event. |
| (b) | Registration Limitation. In no event shall an Advance exceed the amount registered in respect of
the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”).
In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be
withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the
aggregate amount of the requested Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic
withdrawal and automatic modification, the Investor will promptly notify the Company of such event. |
| (c) | Home Country Practice. Prior to the date hereof, the Company has taken all actions required pursuant
to Nasdaq Rule 5615(a)(3) to duly and validly rely on the exemption for foreign private issuers from applicable rules and regulations
of the Nasdaq by adopting the home country practice (the “Home Country Practice”) in connection with the transactions
contemplated hereunder (including an exemption from any Nasdaq rules that would otherwise require seeking shareholder approval in respect
of such transactions). The Company may issue the Advance Shares upon delivery of an Advance Notice without regard to the limitations imposed
by Nasdaq Rule 5635(d). During the Commitment Period, the Company shall comply with the Home Country Practice rules and shall not take
any action to change its Home Country Practice or become subject to Nasdaq Rule 5635(d). The Company’s practices in connection with
the transactions contemplated hereunder are not prohibited by its home country’s laws. |
| (d) | Other Advance Limitations. Except as set forth below, the Investor shall not submit Purchase Notices
(a) prior to September 14, 2024, and (b) in respect to amounts outstanding under the Pre-Paid Advance that would exceed the $300,000 in
any consecutive 30-day period. This limitation shall not apply (i) at any time upon the occurrence and during the continuance of an Event
of Default, and (ii) with respect to any Purchase Notices where the Purchase Price is equal to the Fixed Price. This limitation may be
waived with the consent of the Company. |
Section 3.03
Advance Limitations, Minimum Acceptable Price.
| (a) | With respect to each Advance Notice the Company may notify the Investor of the Minimum Acceptable Price
with respect to such Advance by indicating a Minimum Acceptable Price on such Advance Notice. If no Minimum Acceptable Price is specified
in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during a Pricing
Period for which (A) with respect to each Advance Notice with a Minimum Acceptable Price, the VWAP of the ADSs is below the Minimum Acceptable
Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall
result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by 33% (the resulting amount of each
Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period for purposes
of determining the Market Price. |
| (b) | The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the
Adjusted Advance Amount, if any) shall be increased by such number of Shares (the “Additional Shares”) equal to greater
of (a) the number of Shares sold by the Investor on such Excluded Day(s), if any, or (b) such number of Shares elected to be subscribed
for by the Investor, and the subscription price per share for each Additional Share shall be equal to the Minimum Acceptable Price in
effect with respect to such Advance Notice multiplied by 95%, provided that this increase shall not cause the total Advance Shares to
exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 3.02. |
Section 3.04
Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge
and agree that upon the Investor’s receipt of a valid Advance Notice from the Company the Parties shall be deemed to have entered
into an unconditional contract binding on both Parties for the purchase and sale of Advance Shares pursuant to such Advance Notice in
accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 7.19, the Investor
may sell Shares after receipt of an Advance Notice, including during a Pricing Period.
Section 3.05
Closings. The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice
delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice)
(each, a “Closing”) shall take place as soon as practicable on each applicable Advance Date in accordance with the
procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not
known at the time an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the ADSs that are
the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each
of its obligations as set forth below:
| (a) | On or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document along
with a report by Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties)
indicating the VWAP for each of the Trading Days during the Pricing Period or period for determining the Conversion Price, in each case
in accordance with the terms and conditions of this Agreement. In connection with an Investor Notice, the Investor Notice shall serve
as the Settlement Document. |
| (b) | Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not
later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number
of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account
or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means
of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has
been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the
Shares (as set forth in the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence
of an Amortization Event, in cash in immediately available funds to an account designated by the Company in writing and transmit notification
to the Company that such funds transfer has been requested, or (ii) in the case of an Investor Notice or an Advance Notice submitted after
the occurrence of an Amortization Event, as an offset of amounts owed under the Promissory Note as described in Section 3.01(b)(iii).
No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate
the transfer of the Shares by the Investor, the Shares will not bear any restrictive legends so long as there is an effective Registration
Statement covering the resale of such Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive
legends, the Investor may only sell such Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration
Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements)
or pursuant to an available exemption). |
| (c) | On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein. |
| (d) | Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed
to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside
Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall
end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number
of ADSs sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event
or Black Out Period. |
Section 3.06
Hardship.
| (a) | In the event the Investor sells Shares after receipt, or deemed receipt of an Advance Notice and the Company
fails to perform its obligations as mandated in this Agreement, the Company agrees that in addition to and in no way limiting the rights
and obligations set forth in Article VI hereto and in addition to any other remedy to which the Investor is entitled at law or in
equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges
that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an
injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules
of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement. |
Article IV. Representations
and Warranties of the Investor
The Investor hereby makes the
following representations, warrants, and covenants to the Company:
Section 4.01
Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of
the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction
Documents to which it is a party and to purchase or acquire the Shares, the Promissory Note and the Ordinary Shares upon conversion of
the Promissory Note (the “Convertible Shares;” and together with the Shares and the Promissory Note, the “Securities”)
in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is
a party by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions
contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right,
power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the
Investor or its shareholders. This Agreement and the Transaction Documents to which it is a party have been duly executed and delivered
by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid
and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.
Section 4.02
Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable
of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Shares and of protecting its interests
in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves
a high degree of risk, and that the Investor may lose all or a part of its investment.
Section 4.03
No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the
Transaction Documents and the transactions contemplated by the Transaction Documents 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 the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition
of the Securities hereunder and pursuant to the Promissory Note, the transactions contemplated by this Agreement or the laws of any jurisdiction,
and the Investor acknowledges that the Investor may lose all or a part of its investment.
Section 4.04
Investment Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with a
view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act; provided, however,
that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares
or the Convertible Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance
with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The
Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of
the Securities. This Investor is acquiring the Shares and the Promissory Note hereunder in the ordinary
course of its business.
Section 4.05
Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.
Section 4.06
Information. The Investor and its advisors (and its counsel), if any, have been furnished with all public materials relating
to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment
decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company
and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted
by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees
that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and
warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in
this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting,
legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated
hereby. The Investor further agrees and acknowledges that it has reviewed the SEC Documents.
Section 4.07
Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any affiliate of the Company (as that term
is defined in Rule 405 promulgated under the Securities Act).
Section 4.08
General Solicitation. Neither the Investor, nor any of its affiliates,
nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Shares by the Investor.
Section
4.09 Trading
Activities. The Investor has not directly or indirectly, nor has any Person acting on
behalf of or pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company (including,
without limitation, any Short Sales (as defined below) involving the Company's securities) during the period commencing as of the time
that the Investor first contacted the Company or the Company's agents regarding the specific investment in the Company contemplated by
this Agreement and ending immediately prior to the execution of this Agreement by the Investor.
Section 4.10
Restricted Securities.
The Investor understands that the Securities are not registered under the Securities Act on the basis for that sale provided for in this
Agreement and the issuance of the Securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(a)(2)
thereof, and that the Company’s reliance on such exemption is predicated on the Investor’s representations set forth herein.
The Investor understands that the Securities may not be sold, transferred or otherwise disposed of without registration under the Securities
Act or an exemption therefrom.
Section 4.11
The Investor represents, warrants and covenants that it will resell the Shares only pursuant to the Registration Statement in which
the resale of such Shares 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 federal and state securities laws, rules and regulations,
or pursuant to an exception for the registration provisions of the Securities Act, if applicable
Article V. Representations
and Warranties of the Company
Except as set forth in the
disclosure schedule delivered by the Company to the Investor concurrently with this Agreement (which is hereby incorporated by reference
in, and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), or where specifically set forth
below with respect to certain specified representations and warranties, the SEC Documents, the Company hereby makes the following representations,
warranties and covenants to the Investor:
Section 5.01
Organization and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and
in good standing under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties
and to carry on their business as now being conducted. The Company and each of its Subsidiaries is duly qualified to do business and is
in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except
to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
Section 5.02
Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent
or authorization will be required by the Company or its board of directors except for the approval of the Company’s shareholders.
This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be)
duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute
(or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal
or state securities law.
Section 5.03
Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased
by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided
herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof
set forth in or incorporated into the Prospectus. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company
shall have reserved from its duly authorized capital stock not less than the number of shares of Ordinary Shares issuable upon conversion
of all Promissory Notes (assuming for purposes hereof that (x) such Promissory Note is convertible at a Conversion Price (as defined in
each Promissory Note) equal to the Floor Price as of the date of determination, and (y) any such conversion shall not take into account
any limitations on the conversion of the Promissory Note set forth therein).
Section 5.04
No Conflict. 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 Shares) will not (i)
result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect
to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company
or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not
reasonably be expected to have a Material Adverse Effect.
Section 5.05
The Company understands and acknowledges that the number of Ordinary Shares issuable upon conversion of the Promissory Notes will
increase in certain circumstances. The Company further acknowledges its obligation to issue the Ordinary Shares and ADSs upon conversion
of the Promissory Notes in accordance with the terms thereof or upon delivery of an Advance Notice (including upon receipt of an Investor
Notice) is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company.
Section 5.06
SEC Documents; Financial Statements. For the past two years the Company has timely filed (giving effect to permissible extensions
in accordance with Rule 12b-25 under the Exchange Act) all SEC Documents. The Company has delivered or made available to the Investor
through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosed
in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the
date hereof, on the date of such amended or superseded filing), each of the SEC Documents complied in all material respects with the requirements
of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to
the SEC Documents, and did not contain 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 the light of the circumstances under which they were made, not misleading.
Section 5.07
Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the
SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position
of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with international reporting standards as issued by the International Accounting Standards Board (“IFRS”)
applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the
case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by IFRS or
may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during
the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated
by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or
incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries
do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described
in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents
regarding “non-IFRS financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material
respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information
called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.
Section 5.08
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements
for and comply with the conditions for the use of Form S-1 under the Securities Act. Each Registration Statement and the offer and sale
of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in
all material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration
Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration
Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were
filed with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and
its counsel. The Company has not distributed and, prior to the later to occur of each Advance Notice Date and completion of the distribution
of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration
Statement and the Prospectus to which the Investor has consented.
Section 5.09
No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the
date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities
Act. At each Advance Notice Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects
with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The
documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated
by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omit to state a material fact
required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which
they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.
Section 5.10
Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement
thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,
when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the
Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable.
Section 5.11
Equity Capitalization.
(a) Authorized
and Outstanding Capital Stock. As of the date hereof, the authorized capital of the Company consists of 1,000,000,000 ordinary shares,
par value NIS 0.01. As of the date hereof, the Company had 99,739,786 shares of ordinary shares outstanding
(b) Valid
Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid
and nonassessable.
(C) Existing
Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s
shares, interests or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by the Company
or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital
stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;
(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company
or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Shares; and (G) other neither the Company nor any Subsidiary has entered into any Variable Rate
TransactioIntellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all
material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as
now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice
of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect.
To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,
being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause
a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.
Section 5.12
Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material
Adverse Effect.
Section 5.13
Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply
in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging
any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i),
(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.
Section 5.14
Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple
or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as
are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its
Subsidiaries.
Section 5.15
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.
Section 5.16
Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their
respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permits.
Section 5.17
Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents
as and when required.
Section 5.18
Absence of Litigation. Other than as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company,
the Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse
Effect.
Section 5.19
Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in
a Form 20-F, there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries
that would be reasonably expected to result in a Material Adverse Effect. Since the date of the Company’s most recent audited financial
statements contained in a Form 20-F, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold
any material assets, individually or in the aggregate, outside of the ordinary course of business, or (iii) made any material capital
expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries
has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,
liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective
creditors intend to initiate involuntary bankruptcy proceedings. The Company is Solvent.
Section 5.20
Subsidiaries. Other than as set forth in the Disclosure Schedule, the Company does not own or control, directly or indirectly,
any interest in any other corporation, partnership, association or other business entity.
Section 5.21
Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received
written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.
Section 5.22
Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors
of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director,
trustee or partner.
Section 5.23
Rights of First Refusal. The Company is not obligated to offer the Shares or the Promissory Notes offered hereunder on a
right of first refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters,
brokers, agents or other third parties.
Section 5.24
Dilution. The Company is aware and acknowledges that issuance of Shares hereunder could cause dilution to existing shareholders
and could significantly increase the outstanding number of Shares.
Section 5.25
Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. 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 hereunder and any advice given by the Investor or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase
of the Shares hereunder or the Promissory Note. The Company is aware and acknowledges that it shall not be able to request Advances under
this Agreement if the Registration Statement is not effective or if any issuances of the Shares pursuant to any Advances would violate
any rules of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands
and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.
Section 5.26
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,
brokerage commissions or similar payments in connection with the transactions herein contemplated.
Section 5.27
Relationship of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its
or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has
provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their
behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.
Section 5.28
Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
the Applicable Laws and neither the Company nor the Subsidiaries, nor any director, officer,
or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf
of the Company or any Subsidiary has, not complied with Applicable Law; and no action, suit or proceeding by or before any governmental
authority involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company,
threatened.
Section 5.29
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
Section 5.30
Compliance with Laws. The Company and each of its Subsidiaries are in compliance in all material respects with Applicable
Laws; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any
director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person
acting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance
with Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental
position; in each case that would have a Material Adverse Effect.
Section 5.31
Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer
or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by
a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other
relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked
Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings
with that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s
Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).
Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares or any
Pre-Paid Advance, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person
(a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that,
at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that
will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated
by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its
Subsidiaries has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory,
that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor
any of its Subsidiaries nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds
blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.
Article VI. Indemnification
The Investor and the Company
represent to the other the following with respect to itself:
Section 6.01
Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring
the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend,
protect, indemnify and hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective
officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection
therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor
Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof,
or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein;
(b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant,
material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law,
the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible
under Applicable Law.
Section 6.02
Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in
addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold
harmless the Company, its Subsidiaries and all of its and their officers, directors, shareholders, employees and agents (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out
of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for
the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will
only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically
for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf
of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor
in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant,
agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby
or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable
Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under Applicable Laws.
Section 6.03
Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of
any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee
or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article VI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so
notify the indemnifying party will not relieve it of liability under this Article VI except to the extent the indemnifying party
is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however,
that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third
party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor
Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee
or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action
or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee
or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee
reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee
of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The indemnification required by this Article VI shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment
therefor is due.
Section
6.04 Remedies.
The remedies provided for in this Article VI are not exclusive and shall not limit any right or remedy which may be available to any indemnified
person at law or equity. The obligations of
the parties to indemnify or make contribution under this Article VI shall
survive expiration or termination of this Agreement.
Section 6.05
Limitation of liability. Notwithstanding the foregoing, no party shall seek, nor shall any be entitled to recover from the
other party be liable for, special, incidental, indirect, consequential, punitive or exemplary damages.
Article VII.
Covenants
The Company covenants with the
Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Commitment Period:
Section 7.01
Effective Registration Statement. During the Commitment Period, the Company shall maintain the continuous effectiveness
of each Registration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights
Agreement; provided, however, that in the event there are no Pre-Paid Advances outstanding, the Company shall only be required to use
its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement and each subsequent Registration
Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.
Section 7.02
Registration and Listing. The Company shall cause the ADSs to continue to be registered as a class of securities under Section
12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the Exchange Act, and shall not take any action
or file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or
to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The
Company shall continue the listing and trading of its ADSs and the listing of the ADSs purchased by the Investor hereunder on the Principal
Market and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal
Market. If the Company receives any final and non-appealable notice that the listing or quotation of the ADSs on the Principal Market
shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in
writing and shall use its commercially reasonable efforts to cause the ADSs to be listed or quoted on another Principal Market.
Section 7.03
Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for
or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor,
the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky”
laws and shall provide evidence of any such action so taken to the Investor from time to time during the Commitment Period; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify, (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction.
Section 7.04
Suspension of Registration Statement.
| (a) | Establishment of a Black Out Period. During the Commitment Period, the Company from time to time
may suspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in its sole
discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the
Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or
(B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an
untrue statement of a material fact or omit to state 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 (a “Black Out Period”). |
| (b) | No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Shares of the Company pursuant to such Registration Statement, but may sell shares pursuant to an exemption from registration,
if available, subject to the Investor’s compliance with Applicable Laws. |
| (c) | Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 30 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions
that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information
is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately
notify the Investor of the termination of the Black Out Period. |
Section 7.05
Listing of ADSs. As of each Advance Notice Date, the ADSs to be sold by the Company from time to time hereunder will have
been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of
issuance.
Section 7.06
Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice and the first Pre-Paid
Advance, the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably satisfactory
to the Investor.
Section 7.07
Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a
reporting company under the Exchange Act and, during the Commitment Period, will not take any action or file any document (whether or
not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange
Act.
Section 7.08
Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company
shall (if required by the transfer agent for the ADSs) deliver to the transfer agent for the ADSs (with a copy to the Investor) instructions
to issue ADSs to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable
Law, in each case supported as needed by an opinion from legal counsel for the Company.
Section 7.09
Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence
of the Company during the Commitment Period.
Section 7.10
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify
the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration
Statement or related Prospectus: (i) receipt of any request for amendments or supplements to the Registration Statement or related Prospectus;
(ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or written threat of
any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement,
it will 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 in the case of the related Prospectus, it will 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, or of the necessity to amend the Registration Statement or supplement
a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly make available to the Investor
any such supplement or amendment to the related Prospectus). The Company shall not deliver to the Investor any Advance Notice, and the
Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 3.05(d)), during
the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (iv), inclusive,
a “Material Outside Event”).
Section 7.11
Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation
of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction
contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance
have been received by the Investor.
Section 7.12
Issuance of the Company’s Shares. The issuance and sale of the Shares to the Investor hereunder shall be made in accordance
with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.
Section 7.13
Reservation of Shares. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company shall have reserved
from its duly authorized capital stock not less than the number of Ordinary Shares issuable upon conversion of all Promissory Notes (assuming
for purposes hereof that (x) such Promissory Note is convertible at a Conversion Price (as defined in each Promissory Note) equal to the
Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion
of the Promissory Note set forth therein).
Section 7.14
Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement
thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments
or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification
of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.
Section 7.15
Current Report. The Company shall, not later than 9:00 a.m., New York City time, on the first business day after the date
of this Agreement, file with the SEC a current report on Form 6-K describing all the material terms of the transactions contemplated
by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including
any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable
opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration
to all such comments. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that from and
after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material, nonpublic information provided
to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees, agents or representatives in connection with the transactions contemplated by the Transaction Documents. In
addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, on the one hand, and the Investor or any of its respective officers, directors, affiliates,
employees or agents, on the other hand shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and
each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public
information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted
or withheld in the Investor’s sole discretion). The Company understands and confirms that the Investor will rely on the foregoing
representations in effecting resales of Shares.
Section 7.16
Use of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions
contemplated herein to repay any advances or loans to any executives, directors, or employees of the Company or any Subsidiary or to make
any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties
of the Company or any Subsidiary whether or not such amounts are described on the balance sheets of the Company in any SEC Documents and
any Subsidiary or described in any “Related Party Transactions” section of any SEC Documents. Neither the Company nor any
of its Subsidiaries will, directly or indirectly, use the proceeds from the transactions contemplated herein, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating
any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is
the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable
Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor,
investor or otherwise). The Company shall not without the prior written consent of the Investor loan, invest, transfer or “downstream”
any cash proceeds, or assets or property acquired with cash proceeds from the issuance and sale of the Promissory Note to any Subsidiary,
unless the Investor and the Subsidiary enter into a subsidiary guaranty in the form of the Global Guaranty Agreement.
Section 7.17
Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.
Section 7.18
Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling
persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of ADSs or (ii) sell, bid for, or purchase ADSs in violation of Regulation M, or pay anyone any compensation for soliciting
purchases of the Shares.
Section 7.19
Trading Information. On the first Trading Day of each week (provided the Investor sold any shares during the prior week)
and otherwise upon the Company’s reasonable request, the Investor agrees to provide the Company with trading reports setting forth
the number and average sales prices of shares of ADSs sold by the Investor during the prior trading week.
Section 7.20
Selling Restrictions. Except as expressly set forth below, the Investor covenants that from and after the date hereof through
and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted
Period”), none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted
Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,
engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Shares, either
for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly
understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any
Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under
Regulation SHO) any Shares; or (2) selling a number of Shares equal to the number of Advance Shares that such Restricted Person is
unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer agent pursuant
to this Agreement; or (3) selling a number of Shares equal to the number of Shares that the Investor is entitled to receive, but has not
yet received from the Company or the transfer agent, upon the completion of a pending conversion of the Promissory Note for which a valid
Conversion Notice (as defined in the Promissory Note) has been submitted to the Company.
Section 7.21
American Depository Shares. The ADSs will be issued pursuant to the terms and conditions of the Deposit Agreement. The Deposit
Agreement shall not be amended or changed in any manner that is materially disadvantageous to ADS holders in general or to the Investor,
and such agreement, and the ADS facility, shall not be terminated. The Company shall pay all Depositary fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties
levied in connection with the delivery of any Shares to the Investor.
Section 7.22
Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person,
except for assignments by the Investor to any of its affiliates. Without the consent of the Investor, the Company shall not have the right
to assign or transfer any of its rights, or provide any third party the right to bind or obligate the Company, to deliver Advance Notices
or effect Advances hereunder.
Section 7.23
Prior SEPA. The parties hereby agree that upon the effectiveness of the initial Registration Statement filed pursuant to
the Registration Rights Agreement, the Standby Equity Distribution Agreement entered into between the parties on June 5, 2023 (the “Prior
SEPA”) shall be terminated and this Section 7.23 of this Agreement shall satisfy the mutual written consent requirement of Section
10.01(b) of the Prior SEPA.
Section 7.24
No Frustration; No Variable Rate Transactions, Etc.
| (a) | No Frustration. The Company shall not enter into, announce or recommend to its stockholders any
agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair
the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without
limitation, the obligation of the Company to deliver the Shares to the Investor in respect of an Advance Notice. |
| (b) | No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon
which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives
or employees of the Company or to make any payments in respect of any related party debt, and (B) effect or enter into an agreement to
effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or any security which entitles the holder to acquire
ADSs or Ordinary Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate
Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude
any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and
without any bond or other security being required. |
| (c) | During the period beginning on the date hereof and ending on the date upon which the Promissory Note to
be issued hereunder has been repaid in full, the Company shall not effect any reverse stock split, share consolidation, or change the
ADS ratio without prior consultation with the Investor. |
Article VIII.
Non-Exclusive Agreement
Subject to Section 7.21
hereof, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout
the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible
notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced
by Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights
with respect to its existing and/or future share capital.
Article IX.
Choice of Law/Jurisdiction
Section 9.01
This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement
or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted,
construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in
each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly
within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and
expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United
States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted
pursuant to this Agreement.
EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
Article X. Termination
Section 10.01
Termination.
| (a) | Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the 36-month anniversary of the Effective Date, provided that if the Promissory Note is then outstanding, such termination
shall be delayed until such date that the Promissory Note that was outstanding has been repaid, or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for ADSs equal to the Commitment Amount. |
| (b) | The Company may terminate this Agreement effective upon five Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices under which Shares have yet to be issued, (ii) there is not
an outstanding Promissory Note, and (iii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement
may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless
otherwise provided in such written consent. |
| (c) | Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article VI shall survive termination hereunder. |
Article XI. Notices
Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or,
if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified mail, return receipt
requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit
C hereof) shall be:
If to the Company, to: |
|
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petach Tikva
Israel
Attention: Ori Gilboa
Telephone: +972-39094177
Email: OriG@saver.one
|
With copies (which shall not
constitute notice or delivery of process) to:1 |
|
The Crone Law Group, P.C.
Attn: David Aboudi, Esq.
E-mail: daboudi@cronelawgroup.com
|
If to the Investor(s): |
|
YA II PN, Ltd. |
|
|
1012 Springfield Avenue |
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Mountainside, NJ 07092 |
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Attention: |
Mark Angelo |
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Portfolio Manager |
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Telephone: |
(201) 985-8300 |
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Email: |
mangelo@yorkvilleadvisors.com
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With a Copy (which shall not
constitute notice or delivery of process) to: |
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David Fine, Esq.
1012 Springfield Avenue
Mountainside, NJ 07092 |
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Telephone: |
(201) 985-8300 |
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Email: |
legal@yorkvilleadvisors.com |
or at such other address and/or e-mail and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three Business
Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver
or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient
email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of delivery in accordance
with clause (i), (ii) or (iii) above, respectively.
| 1 | Please add contact information. |
Article XII. Miscellaneous
Section 12.01
Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other
electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including
by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid as originals and effective for all purposes
of this Agreement.
Section 12.02
Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,
the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.
Section 12.03
Reporting Entity for Shares. The reporting entity relied upon for the determination of the trading price or trading volume
of the ADSs on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.
Section 12.04
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any
attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby, except that the Company shall pay to the Investor, a structuring fee in the amount of $25,000, which shall be paid on the date
hereof.
Section 12.05
Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any
finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming
brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.
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COMPANY: |
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SAVERONE 2014 LTD. |
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By: |
/s/ Ori Gilboa |
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Name: |
Ori Gilboa |
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Title: |
CEO |
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INVESTOR: |
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YA II PN, Ltd. |
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By: |
Yorkville Advisors Global, LP |
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Its: |
Investment Manager |
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By: |
Yorkville Advisors Global II, LLC |
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Its: |
General Partner |
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By: |
/s/ Matt Beckman |
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Name: |
Matt Beckman |
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Title: |
Member |
ANNEX I TO THE
STANDBY EQUITY PURCHASE AGREEMENT
DEFINITIONS
“Additional Shares”
shall have the meaning set forth in Section 3.03.
“Adjusted Advance Amount”
shall have the meaning set forth in Section 3.03
“Advance”
shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this Agreement.
“Advance Date”
shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance, provided that, with respect to an
Advance pursuant to an Investor Notice, the Advance Date shall be the first Trading Day after the date of delivery of such Investor Notice.
“Advance Notice”
shall mean a written notice in the form of Exhibit C attached hereto to the Investor executed by an officer of the Company and setting
forth the number of Advance Shares that the Company desires to issue and sell to the Investor.
“Advance Notice Date”
shall mean each date the Company is deemed to have delivered (in accordance with Section 3.01(c) of this Agreement) an Advance Notice
to the Investor, subject to the terms of this Agreement.
“Advance Shares”
shall mean the ADSs and Ordinary Shares underlying the ADSs that the Company shall issue and sell to the Investor pursuant to the terms
of this Agreement.
“Affiliate”
shall have the meaning set forth in Section 4.07.
“Agreement”
shall have the meaning set forth in the preamble of this Agreement.
“Amortization Event”
shall have the meaning set forth in the Promissory Note.
“Applicable Laws”
shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having
the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable
laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate
to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of
1977, and (iii) any Sanctions laws.
“Black Out Period”
shall have the meaning set forth in Section 7.01
“Closing”
shall have the meaning set forth in Section 3.05.
“Commitment Amount”
shall mean $15,000,000 of ADSs.
“Commitment Period”
shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with
Section 10.01.
Deposit Agreement”
means the Deposit Agreement dated as of June 2, 2022 among the Company, The Bank of New York Mellon as Depositary and the owners and holders
of ADSs from time to time, as such agreement may be amended or supplemented.
“Depositary”
means The Bank of New York Mellon, as Depositary under the Deposit Agreement.
“Company”
shall have the meaning set forth in the preamble of this Agreement.
“Company Indemnitees”
shall have the meaning set forth in Section 6.02.
“Condition Satisfaction
Date” shall have the meaning set forth in Annex II.
“Conversion Price”
shall have the meaning set forth in the Promissory Note.
“Daily Traded Amount”
shall mean the daily trading volume of the ADSs on the Principal Market during regular trading hours as reported by Bloomberg L.P.
“Disclosure Schedule”
shall have the meaning set forth in Article V.
“Effective Date”
shall mean the date hereof.
“Environmental Laws”
shall have the meaning set forth in Section 5.14.
“Event of Default”
shall have the meaning set forth in the Promissory Note.
“Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Excluded Day”
shall have the meaning set forth in Section 3.03.
“Fixed Price”
shall have the meaning set forth in the Promissory Note.
“Global Guaranty Agreement”
shall mean the global guaranty agreement in the form attached hereto as Exhibit G.
“Hazardous Materials”
shall have the meaning set forth in Section 5.14.
“Indemnified Liabilities”
shall have the meaning set forth in Section 6.01.
“Investor”
shall have the meaning set forth in the preamble of this Agreement.
“Investor Notice”
shall mean a written notice to the Company in the form set forth herein as Exhibit E attached hereto.
“Investor Indemnitees”
shall have the meaning set forth in Section 6.01.
“Market Price”
shall mean the lowest daily VWAP of the ADSs during the Pricing Period, other than the daily VWAP on an Excluded Day.
“Material Adverse Effect”
shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the
legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the
results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or
(iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under
this Agreement.
“Material Outside Event”
shall have the meaning set forth in Section 7.10.
“Maximum Advance Amount”
means (A) in respect of each Advance Notice delivered by the Company pursuant to Section 3.01(a) of this Agreement, the greater of
(i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount during the five consecutive Trading Day immediately
preceding an Advance Notice, and (ii) five hundred thousand (500,000) ADSs, and (B) in respect of each Advance Notice deemed delivered
by the Company pursuant to an Investor Notice, the amount selected by the Investor in such Investor Notice, which amount shall not exceed
the limitations set forth in Section 3.02 of this Agreement.
“Minimum Acceptable
Price” shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable.
“OFAC” shall
have the meaning set forth in Section 5.32.
“Ordinary Shares”
shall have the meaning set forth in the recitals of this Agreement.
“Ordinary Share Equivalents”
shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time ADSs or Ordinary
Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs or Ordinary Shares.
“Original
Issue Discount” shall have the meaning set forth in Section
2.02.
“Ownership Limitation”
shall have the meaning set forth in Section 3.02(a).
“Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
“Plan of Distribution”
shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.
“Pre-Advance
Closing” shall have the meaning set forth in Section 2.01.
“Pre-Paid
Advance” shall mean have the meaning set forth in Section 2.01.
“Pricing Period”
shall mean the three consecutive Trading Days commencing on the Advance Notice Date.
“Principal Market”
shall mean the Nasdaq Stock Market; provided however, that in the event the ADSs are ever listed or traded on the New York Stock Exchange,
or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which the ADSs are then listed
or traded to the extent such other market or exchange is the principal trading market or exchange for the ADSs.
“Promissory Note”
shall have the meaning set forth in Section 2.01.
“Prospectus”
shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with
a Registration Statement, including documents incorporated by reference therein.
“Prospectus Supplement”
shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including documents
incorporated by reference therein.
“Purchase Price”
shall mean (i) the price per Advance Share obtained by multiplying the Market Price by 95% in respect of an Advance Notice delivered by
the Company, or (ii) in the case of any Advance Notice delivered pursuant to an Investor Notice the Purchase Price set forth in Section
3.01(b)(ii).
“Registration Limitation”
shall have the meaning set forth in Section 3.02(b).
“Registration Statement”
shall have the meaning set forth in the Registration Rights Agreement.
“Registrable Securities”
shall have the meaning set forth in the Registration Rights Agreement.
“Regulation D”
shall mean the provisions of Regulation D promulgated under the Securities Act.
“Sanctions”
shall have the meaning set forth in Section 5.32.
“Sanctioned Countries”
shall have the meaning set forth in Section 5.32.
“SEC” shall
mean the U.S. Securities and Exchange Commission.
“SEC Documents”
shall mean (1) any registration statement on Form F-4 filed by the Company with the SEC, including the financial statements, schedules,
exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of
the effective date of such registration statement under the Securities Act, (2) any proxy statement or prospectus filed by the Company
with the SEC, including all documents incorporated or deemed incorporated therein by reference, whether or not included in a registration
statement on Form F-4, in the form in which such proxy statement or prospectus has most recently been filed with the SEC pursuant to Rule
424(b) under the Securities Act, (3) all reports, schedules, registrations, forms, statements, information and other documents filed with
or furnished to the SEC by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the two years prior to
the date hereof, including, without limitation, the Current Report, (4) each Registration Statement, as the same may be amended from time
to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained in such filings and
all documents and disclosures that have been and heretofore shall be incorporated by reference therein.
“Securities Act”
shall have the meaning set forth in the recitals of this Agreement.
“Settlement Document”
in respect of an Advance Notice delivered by the Company, shall mean a settlement document in the form set out on Exhibit D, and
in respect of an Advance Notice deemed delivered pursuant to an Investor Notice, shall mean the Investor Notice containing the information
set forth on Exhibit E.
“Shares”
shall mean the ADSs and the Ordinary Shares underlying the ADSs to be issued from time to time hereunder pursuant to an Advance.
“Solvent”
shall mean, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person
is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not
about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.
The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Subsidiaries”
shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority
of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration
of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”
“Trading Day”
shall mean any day during which the Principal Market shall be open for business.
“Transaction Documents”
means, collectively, this Agreement, the Registration Rights Agreement, any Promissory Notes issued by the Company hereunder, and each
of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated
hereby and thereby, as may be amended from time to time.
“Variable Rate Transaction”
shall mean a transaction in which the Company (i) issues or sells any ADSs, Ordinary Shares or Ordinary Share Equivalents that are convertible
into, exchangeable or exercisable for, or include the right to receive additional ADSs or Ordinary Shares either (A) at a conversion price,
exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the ADSs or
Ordinary Shares at any time after the initial issuance of ADSs or Ordinary Shares or Ordinary Share Equivalents, or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for
the ADSs or Ordinary Shares (including, without limitation, any “full ratchet,” “share ratchet,” “price
ratchet,” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for
any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (ii) enters into, or effects a
transaction under, any agreement, including but not limited to an “equity line of credit” or other continuous offering or
similar offering of ADSs, Ordinary Shares, or Ordinary Share Equivalents, (iii) issues or sells any ADSs, Ordinary Shares, or Ordinary
Share Equivalents (or any combination thereof) at an implied discount (taking into account all the securities issuable in such offering)
to the market price of the ADSs or Ordinary Shares at the time of the offering in excess of 30%.
“VWAP” shall
mean for any Trading Day or specified period, the daily volume weighted average price of the ADSs for such Trading Day on the Principal
Market during regular trading hours, or such specified period, as reported by Bloomberg L.P through its “AQR” function. All
such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other
similar transaction during such period.
ANNEX II TO THE
STANDBY EQUITY PURCHASE AGREEMENT
CONDITIONS PRECEDENT TO THE INVESTOR’S
OBLIGATION TO FUND A PRE-PAID ADVANCE
The obligation of the Investor
to advance to the Company a Pre-Paid Advance hereunder at each Pre-Advance Closing is subject to the satisfaction, as of the date of such
Pre-Advance Closing, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and
may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
| (a) | The Company shall have duly executed and delivered to the Investor each of the Transaction Documents to
which it is a party and the Company shall have duly executed and delivered to the Investor a Promissory Note with a principal amount corresponding
to the amount of the applicable Pre-Paid Advance (before any deductions made thereto). |
| (b) | The Company shall have delivered to the Investor a compliance certificate executed by the chief executive
officer of the Company certifying that Company has complied with all of the conditions precedent to the Pre-Advance Closing set forth
herein and which may be relied upon by the Investor as evidence of satisfaction of such conditions without any obligation to independently
verify. |
| (c) | The Investor shall have received an opinion of counsel to the Company, dated on or before the Pre-Advance
Closing Date, in a form reasonably acceptable to the Investor. |
| (d) | The Investor shall have received a closing statement in a form to be agreed by the parties, duly executed
by an officer of the Company, setting forth wire transfer instructions of the Company for the payment of the amount of the Pre-Paid Advance,
the amount to be paid by the Investor, which shall be the full principal amount of the Pre-Paid Advance, less the Original Issue Discount,
and any other deductions that may be agreed by the parties. |
| (e) | The Company shall have delivered to the Investor copies of its and each Subsidiaries certified copies
of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the Company’s
Subsidiaries. |
| (f) | The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing
of the Company as of a date within ten (10) days of the Pre-Advance Closing date. |
| (g) | The board of directors of the Company has approved the transactions contemplated by the Transaction Documents;
said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof, and a true, correct
and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Investor. |
| (h) | Each and every representation and warranty of the Company shall be true and correct in all material respects
(other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when
made and as of the date of the Pre-Advance Closing as though originally made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied
and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed,
satisfied or complied with by the Company at or prior to the Pre-Advance Closing date. |
| (i) | No Suspension of Trading in or Delisting of ADSs. Trading in the ADSs shall not have been suspended
by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or
quotation of the ADSs on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the ADSs is listed
or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional
deposits of the ADSs, electronic trading or book-entry services by DTC with respect to the ADSs that is continuing, the Company shall
not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the ADSs,
electronic trading or book-entry services by DTC with respect to the ADSs is being imposed or is contemplated (unless, prior to such suspension
or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction). |
| (j) | The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if
any, necessary for the sale of the ADSs and the Ordinary Shares underlying the ADSs. |
| (k) | No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents. |
| (l) | Since the date of execution of this Agreement, no event or series of events shall have occurred that has
resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default. |
| (m) | No material breach of this Agreement or any Transaction Document shall have occurred (with the passage
of time or the giving of notice, or both, would constitute a material breach of this Agreement or any Transaction Document) and no Event
of Default shall have occurred (assuming that the Promissory Note had been outstanding at of each Pre-Advance Closing (with the passage
of time or the giving of notice, of both, would constitute an Event of Default). |
| (n) | The Company shall have notified the Principal Market of the issuance of all of the Shares hereunder, the
Principal Market shall have completed its review of the related Listing of Additional Share form and the Company shall have obtained approval
of the Principal Market to list or designate for quotation (as the case may be) the maximum number of ADSs issuable pursuant to the Promissory
Note to be issued at the Pre-Advance Closing. |
| (o) | The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments
or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. |
| (p) | Solely with respect to the Second Pre-Advance Closing, the Registration Statement shall be effective in
accordance with the provisions set forth in the Registration Rights Agreement, including the effectiveness deadline set forth therein. |
| (q) | Solely with respect to the Third Pre-Advance Closing, the Registration Statement shall be effective in
accordance with the provisions set forth in the Registration Rights Agreement, including the effectiveness deadline set forth therein. |
ANNEX III TO THE
STANDBY EQUITY PURCHASE AGREEMENT
CONDITIONS PRECEDENT TO THE RIGHT OF THE
COMPANY TO DELIVER AN ADVANCE NOTICE
The right of the Company to
deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or
waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:
| (a) | Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects as of the Advance Notice Date, except to the extend
such representations and warranties are as of another date, such representations and warranties shall be true and correct as of such other
date. |
| (b) | Registration of the ADSs and the Ordinary Shares with the SEC. There is an effective Registration
Statement pursuant to which the Investor is permitted to utilize the prospectus thereunder to resell all of the ADSs and Ordinary Shares
issuable pursuant to such Advance Notice. The Current Report shall have been filed with the SEC and the Company shall have filed with
the SEC in a timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during
the twelve-month period immediately preceding the applicable Condition Satisfaction Date. |
| (c) | Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the ADSs and Ordinary Shares issuable pursuant to such Advance Notice, or shall have the availability
of exemptions therefrom. The sale and issuance of such ADSs and Ordinary Shares shall be legally permitted by all laws and regulations
to which the Company is subject. |
| (d) | Board. The board of directors of the Company has approved the transactions contemplated by the
Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof,
and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided
to the Investor. |
| (e) | No Material Outside Event. No Material Outside Event shall have occurred and be continuing. |
| (f) | 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 the applicable Condition Satisfaction Date. |
| (g) | No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement. |
| (h) | No Suspension of Trading in or Delisting of ADSs. Trading in the ADSs shall not have been suspended
by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or
quotation of the ADSs on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the ADSs are
listed or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting
additional deposits of the ADSs, electronic trading or book-entry services by DTC with respect to the ADSs that is continuing, the Company
shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the
ADSs, electronic trading or book-entry services by DTC with respect to the ADSs is being imposed or is contemplated (unless, prior to
such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension
or restriction). |
| (i) | Authorized. All of the Shares issuable pursuant to the applicable Advance Notice shall have been
duly authorized by all necessary corporate action of the Company. All Shares relating to all prior Advance Notices required to have been
received by the Investor under this Agreement shall have been delivered to the Investor in accordance with this Agreement. |
| (j) | Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date. |
EXHIBIT A
REGISTRATION RIGHTS AGREMEENT
EXHIBIT B
CONVERTIBLE PROMISSORY NOTE
EXHIBIT C
ADVANCE NOTICE
Dated: ______________ |
Advance Notice Number: ____ |
The
undersigned, _______________________, hereby certifies, with respect to the sale of ADSs of SAVERONE
2014 LTD. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby
Equity Purchase Agreement, dated as of [____________] (the “Agreement”), as follows (with capitalized terms used herein
without definition having the same meanings as given to them in the Agreement):
1. The
undersigned is the duly elected ______________ of the Company.
2. There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.
3. The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.
4. The
number of Advance Shares the Company is requesting is _____________________.
5. The
Minimum Acceptable Price with respect to this Advance Notice is ____________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance).
6. The
number of Ordinary Shares of the Company outstanding as of the date hereof is ___________.
The undersigned has executed
this Advance Notice as of the date first set forth above.
Please deliver this Advance Notice by email to:
Email: Trading@yorkvilleadvisors.com
Attention: Trading Department
and Compliance Officer
Confirmation Telephone Number:
(201) 985-8300.
Exhibit 99.2
NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.
THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
SAVERONE
2014 LTD.
Convertible
Promissory Note
Original Principal Amount: $1,000,000
Issuance Date: July 16, 2024
Number: SVRE-[3][4][5]
FOR VALUE RECEIVED, SAVERONE
2014 LTD., an entity organized under the laws of the State of Israel (the "Company"), hereby promises to pay to the order
of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount
(or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”)
and the Payment Premium or the Redemption Premium, as applicable, in each case when due, and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the
“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion,
redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section
(13). The Issuance Date is the date of the first issuance of this Convertible Promissory Note (as amended, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, this “Note”) regardless of the number of transfers
and regardless of the number of instruments, which may be issued to evidence such Note. This Note was issued with a 3% original issue
discount. The Company and the Holder are referred to herein at times, collectively, as the “Parties,” and each, a “Party.”
This Note is being issued pursuant
to Section 2.01 of the Standby Equity Purchase Agreement, dated July 16, 2024 (as may be amended, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as
the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices
and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option
of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or
more Conversion Notices in accordance with Section 3 of this Note.
(1) GENERAL TERMS
(a) Maturity Date.
On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid
Interest, and any other amounts outstanding pursuant to the terms of this Note. The "Maturity Date" shall be January
16, 2026, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company may not prepay
or redeem any portion of the outstanding Principal and accrued and unpaid Interest.
(b) Interest Rate and Payment
of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 8% (“Interest Rate”),
which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (for so long as such event remains
uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable
law.
(c) Monthly Payments.
If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred, then the Company
shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each
successive Calendar Month until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount
equal to the sum of (i) $500,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less
than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect
of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the
Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due)
if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 10th consecutive
Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or (ii) the Company provides the Holder with a
reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 50% of the closing
price on the Trading Day immediately prior to such Reset Notice (and in no event greater than the initial Floor Price), or (B) in the
event of a Registration Event, the condition or event causing the Registration Event has been cured, unless a subsequent Amortization
Event occurs.
(d) Optional Redemption.
The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a portion
or all amounts outstanding under this Note as described in this Section; provided, that the Company provides the Holder with written
notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i)
shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the VWAP of
the Ordinary Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder.
Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount.
The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance being redeemed by the Company
plus (b) the Redemption Premium in respect of such Principal amount plus (c) all accrued and unpaid interest, if any on
such Principal amount. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day
immediately following the date such Redemption Notice is delivered to the Holder in accordance with this term of this Section 5) to elect
to convert all or any portion of this Note. On the eleventh (11th) Trading Day following the delivery of the applicable Redemption
Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not
converted and otherwise after giving effect to conversions or other payments made during such ten (10) Trading Day period.
(e) Payment Dates.
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.
(2) EVENTS OF DEFAULT.
(a) An “Event of
Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental body) shall have occurred:
(i) The Company's failure to
pay to the Holder any amount of Principal, Redemption Amount, Payment Premium, Interest, or other amounts when and as due under this Note
or any other Transaction Document within five (5) Trading Days after such payment is due;
(ii) (A) The Company or any
Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the Company any proceeding
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to the Company or any Subsidiary
of the Company, in any case which remains undismissed for a period of sixty one (61) days; (B) the Company or any Subsidiary of the Company
is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; (C) or the
Company or any Subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for
it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; (D) the Company
or any Subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; (E)
the Company or any Subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; (F) the Company or any Subsidiary of the Company shall call a meeting of its creditors with a view
to arranging a composition, adjustment or restructuring of its debts; (G) the Company or any Subsidiary of the Company shall by any act
or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or (H) any corporate or other
action is taken by the Company or any Subsidiary of the Company for the purpose of effecting any of the foregoing;
(iii) The Company or any Subsidiary
of the Company shall default, in any of its obligations under any note debenture, mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any
indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Subsidiary of
the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be created, and such default is not
cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within ten (10) Trading Days,
and as a result, such indebtedness becomes or is declared due and payable;
(iv) A final judgment or judgments
for the payment of money in excess of $100,000 in the aggregate are rendered against the Company and/or any of its Subsidiaries and which
judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged
within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity
from a credit worthy party shall not be included in calculating the $100,000 amount set forth above so long as the Company provides the
Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder)
to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will
receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;
(v) The ADSs shall cease to
be quoted or listed for trading, as applicable, on any Primary Market for a period of ten (10) consecutive Trading Days;
(vi) The Company or any Subsidiary
of the Company shall be a party to any Change of Control Transaction (as defined in Section (13)) unless in connection with such Change
of Control Transaction this Note is retired;
(vii) The Company’s (A)
failure to deliver the required number of ADSs to the Holder within two (2) Trading Days after the applicable Share Delivery Date or (B)
notice, written or oral, to any holder of this Note, including by way of public announcement, at any time, of its intention not to comply
with a request for conversion of all or a portion of this Note into ADSs that is tendered in accordance with the provisions of this Note;
(viii) The Company shall fail
for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days after such payment
is due;
(ix) The Company’s failure
to timely file with the Commission any Periodic Report on or before the due date of such filing as established by the Commission, it being
understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange
Act;
(x) Any material representation
or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document, or any waiver
hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation or warranty
already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed made;
(xi) (A) Any material provision
of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder
or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing the validity or enforceability
of any provision of any Transaction Document; or (C) the Company denies in writing that it has any further liability or obligation under
any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the relevant termination provisions)
or rescind any Transaction Document;
(xii) The Company uses the proceeds
of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect from time to time
and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose; or
(xiii) Any Event of Default
(as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other Notes, or any breach
of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement between or among the
Company and the Holder; or
(xiv) The Company shall fail
to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of
any provision of this Note (except as may be covered by Section (2)(a)(i) through (2)(a)(xiii) hereof) or any other Transaction Document,
which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business Days.
(b) During the time that any
portion of this Note is outstanding, if any Event of Default has occurred (other than an event with respect to the Company described in
Section (2)(a)(ii)), the full unpaid Principal amount of this Note, together with interest and other amounts owing in respect thereof,
to the date of acceleration shall become at the Holder's election given by notice pursuant to Section (5), immediately due and
payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii), the full
unpaid Principal amount of this Note, together with interest and other amounts owing in respect thereof to the date of acceleration, shall
automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation)
to convert, on one or more occasions all or part of the Note in accordance with Section (3) (and subject to the limitations set out in
Section (3)(c)(i) and Section (3)(c)(ii)) at any time after an Event of Default has occurred and is continuing until all amounts outstanding
under this Note have been repaid in full. The Holder need not provide and the Company hereby waives any presentment, demand, protest or
other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by
the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.
(3) CONVERSION OF NOTE.
This Note shall be convertible into shares of the Company's ADSs (and the underlying Ordinary Shares), on the terms and conditions set
forth in this Section (3).
(a) Conversion Right.
Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert
any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable ADSs (and the underlying Ordinary Shares)
in accordance with Section (3)(b), at the Conversion Price. The number of ADSs issuable upon conversion of any Conversion Amount pursuant
to this Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price which shall include the
corresponding number of Ordinary Shares determined by the ratio of Ordinary Shares to ADSs at the time of conversion . The Company shall
not issue any fraction of an ADS upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001.
If the issuance would result in the issuance of a fraction of a share of an ADS, the Company shall round such fraction up to the nearest
whole share. The Company shall pay any and all transfer, stamp and similar taxes, and any depository fees that may be payable with respect
to the issuance and delivery of ADSs (and the underlying Ordinary Shares) upon conversion of any Conversion Amount.
(b) Mechanics of Conversion.
(i) Optional Conversion.
To convert any Conversion Amount into ADSs (and the underlying Ordinary Shares) on any date (a "Conversion Date"), the
Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy
of an executed notice of conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the
Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery
to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its
loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice
(the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates of ADSs and
provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities
Transfer Program, credit such aggregate number of ADSs to which the Holder shall be entitled to the Holder's or its designee's balance
account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder or its designee, for the number of ADSs to which the Holder shall be entitled which certificates shall not bear
any restrictive legends unless required pursuant to rules and regulations of the SEC. If this Note is physically surrendered for conversion
and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company
shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue
and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the
ADSs (and the underlying Ordinary Shares) issuable upon a conversion of this Note shall be treated for all purposes as the record holder
or holders of such ADSs (and the underlying Ordinary Shares) upon the transmission of a Conversion Notice.
(ii) Company's Failure to
Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice the Company shall
fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of ADSs to which
the Holder is entitled upon such holder's conversion of any Conversion Amount (a "Conversion Failure"), and if on or
after such Trading Day the Holder purchases (in an open market transaction or otherwise) ADSs to deliver in satisfaction of a sale by
the Holder of ADSs issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"),
then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash
to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses,
if any) for the ADSs so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate
(and to issue such ADSs (and the underlying Ordinary Shares)) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such ADSs to which the Holder is entitled with respect to such Conversion Notice and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of ADSs multiplied
by (B) the Closing Price on the Conversion Date.
(iii) Book-Entry. Notwithstanding
anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder
shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note
is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing
the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note upon conversion.
(c) Limitations on Conversions.
(i) Beneficial Ownership.
The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such conversion, the
Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act
and the rules promulgated thereunder) in excess of 9.99% of the number of ADSs or Ordinary Shares outstanding immediately after giving
effect to such conversion. Since the Holder will not be obligated to report to the Company the number of ADSs or Ordinary Shares it may
hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of ADSs or Ordinary Shares in
excess of 9.99% of the then outstanding ADSs or Ordinary Shares without regard to any other shares which may be beneficially owned by
the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained
in this Section applies, the determination of which portion of the Principal amount of this Note is convertible shall be the responsibility
and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Note that, without regard
to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted
to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess
of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this Section may be waived by a Holder (but
only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected
by any such waiver.
(ii) Other Conversion Limitations.
Except as set forth below, the Holder shall not submit Conversion Notices (a) prior to September 14, 2024, and (b) in respect to amounts
outstanding under this Note and the Other Notes that would exceed the $300,000 in any consecutive 30-day period. This limitation shall
not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, and (ii) with respect to any Conversion
Notices where the Conversion Price is equal to the Fixed Price. This limitation may be waived with the consent of the Company.
(d) Other Provisions.
(i) All calculations under this
Section (3) shall be rounded to the nearest $0.0001 or whole share.
(ii) So long as this Note or
any Other Notes remain outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed
its transfer agent to irrevocably reserve, the maximum number of ADSs and the underlying Ordinary Shares issuable upon conversion of this
Note and the Other Notes (assuming for purposes hereof that (x) this Note and such Other Notes are convertible at the Floor Price as of
the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Note or Other
Notes set forth herein or therein (the “Required Reserve Amount”)), provided that at no time shall the number of ADSs
and the underlying Ordinary Shares reserved pursuant to this Section (3)(d)(ii) be reduced other than pursuant to the conversion of this
Note and the Other Notes in accordance with their terms, and/or cancellation, or reverse stock split. If at any time while this Note or
any Other Notes remain outstanding, the Company does not have a sufficient number of authorized and unreserved ADSs and the underlying
Ordinary Shares to satisfy the obligation to reserve for issuance the Required Reserve Amount, the Company will promptly take all corporate
action necessary to propose to its general meeting of shareholders an increase of its authorized share capital necessary to meet the Company's
obligations pursuant to this Note, and cause its board of directors to recommend to the shareholders that they approve such proposal.
The Company covenants that, upon issuance in accordance with conversion of this Note in accordance with its terms, the ADSs and the underlying
Ordinary Shares when issued, will be validly issued, fully paid and nonassessable.
(iii) Nothing herein shall limit
a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for the Company’s failure
to deliver certificates representing Ordinary Shares upon conversion within the period specified herein and such Holder shall have the
right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit
the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
(iv) Legal Opinions.
The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection with
any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting
the transfer thereof. To the extent that a legal opinion is not provided (either timely or at all), then, in addition to being an Event
of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any
legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares. The Holder shall notify the Company
of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall be
paid by the Company with reasonable promptness.
(e) Adjustment of Conversion
Price upon Subdivision or Combination of Ordinary Shares. If the Company, at any time while this Note is outstanding, shall (i) pay
a stock dividend or otherwise make a distribution or distributions on shares of its Ordinary Shares or any other equity or equity equivalent
securities payable in Ordinary Shares, (ii) subdivide outstanding Ordinary Shares into a larger number of shares, (iii) combine (including
by way of reverse stock split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issue by reclassification of Ordinary
Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a fraction
of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding before such event and of
which the denominator shall be the number of Ordinary Shares outstanding after such event. Any adjustment made pursuant to this Section
shall become effective, in the case of a dividend distribution, immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification, and shall become
effective immediately after the effective date of such subdivision, combination or re-classification.
(f) Other Corporate Events.
In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant
to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Ordinary Shares
(a "Corporate Event"), the Company shall make appropriate provision to ensure that the Holder will thereafter have the
right to receive upon a conversion of this Note, at the Holder's option, (i) in addition to the Ordinary Shares receivable upon such conversion,
such securities or other assets to which the Holder would have been entitled with respect to such Ordinary Shares had such Ordinary Shares
been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on
the convertibility of this Note) or (ii) in lieu of the Ordinary Shares otherwise receivable upon such conversion, such securities or
other assets received by the holders of Ordinary Shares in connection with the consummation of such Corporate Event in such amounts as
the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration
(as opposed to Ordinary Shares) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant
to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this Section shall
apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or
redemption of this Note.
(g) Whenever the Conversion
Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written notice setting forth the
Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(h) In case of any (1) merger
or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the Company or any Subsidiary
of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the
right to (A) exercise any rights under Section (3)(b), (B) convert the aggregate amount of this Note then outstanding into the shares
of stock and other securities, cash and property receivable upon or deemed to be held by holders of Ordinary Shares following such merger,
consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities,
cash and property as the Ordinary Shares into which such aggregate Principal amount of this Note could have been converted immediately
prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving
entity to issue to the Holder a convertible Note with a Principal amount equal to the aggregate Principal amount of this Note then held
by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Note shall have
terms identical (including with respect to conversion) to the terms of this Note, and shall be entitled to all of the rights and privileges
of the Holder of this Note set forth herein and the agreements pursuant to which this Note was issued. In the case of clause (C), the
conversion price applicable for the newly issued shares of convertible preferred stock or convertible debentures shall be based upon the
amount of securities, cash and property that each Ordinary Shares would receive in such transaction and the Conversion Price in effect
immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall
include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section
upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.
(4) REISSUANCE OF THIS NOTE.
(a) Transfer. If this
Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver
upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered transferee or assignee,
representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less
then the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the Holder representing
the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that,
by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal
represented by this Note may be less than the Principal stated on the face of this Note.
(b) Lost, Stolen or Mutilated
Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary
form and substance and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver
to the Holder a new Note (in accordance with Section (4)(d)) representing the outstanding Principal.
(c) Note Exchangeable for
Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and
each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.
(d) Issuance of New Notes.
Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this
Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note
being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by the Holder which, when added to the Principal represented
by the other new Note(s) issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note
immediately prior to such issuance of such new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which
is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued
and unpaid Interest from the Issuance Date.
(5) NOTICES. Any notices,
consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter or electronic
mail (“e-mail”) and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally
or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as applicable and in each
case, properly addressed to the party to receive the same and (B) receipt, when sent by e-mail. The addresses and e-mail addresses for
such communications shall be:
If to the Company, to: |
SaverOne 2014 Ltd. |
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Em Hamoshavot Rd. 94
Petah Tikvah, Israel |
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Attn: Ori |
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Telephone: +972-39094177 |
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Email: Email: OriG@saver.one |
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with a copy (which shall not constitute notice) to:
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The Crone Law Group, P.C. |
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E-mail: daboudi@cronelawgroup.com
Attention: David Aboudi, Esq. |
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If to the Holder: |
YA II PN, Ltd |
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c/o Yorkville Advisors Global, LLC
1012 Springfield Avenue |
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Mountainside, NJ 07092 |
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Attention: Mark Angelo |
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Telephone: 201-985-8300 |
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Email: Legal@yorkvilleadvisors.com |
or at such other address and/or
e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender's
email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery
service in accordance with clause (A)(i), (A)(ii) or (B) above, respectively.
(6) Except as expressly provided
herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the
Principal of, and interest and other charges (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed.
This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall cause each of its
Subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents
so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of
its Ordinary Shares or other equity securities; (iii) enter into any agreement with respect to any of the foregoing, or (iv) enter into
any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the
ability of the Company to perform its obligations under the this Note, including, without limitation, the obligation of the Company to
make cash payments hereunder.
(7) This Note shall not entitle
the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company,
unless and to the extent converted into Ordinary Shares in accordance with the terms hereof.
(8) CHOICE OF LAW; VENUE;
WAIVER OF JURY TRIAL
(a) Governing Law.
This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance
with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)
(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,
validity and performance.
(b) Jurisdiction; Venue;
Service.
(i) The Company hereby irrevocably
consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction
exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that
venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists,
in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any right to object to the
maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract
or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience
of forum.
(iii) Any suit, claim, action,
litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the
Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document,
or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim
against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside
of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or
proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit,
claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing
Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder
in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore,
the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or
based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated transaction, in any forum
other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District
of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction
of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined
in such State of New York Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder
agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder
irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding
by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note,
such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect
the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed
against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE
ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE, OR ANY
OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE
PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE
THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
(9) If the Company fails to
strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including,
without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Note, including, without
limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the
Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting
any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies
of the Holder.
(10) Any waiver by the Holder
of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or
of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note
on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Note. Any waiver must be in writing.
(11) If any provision of this
Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any
interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest
due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal
of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants
or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage
of any such law, and covenants that it will not, by resort to any such law, hinder, delay or imped the execution of any power herein granted
to the Holder, but will suffer and permit the execution of every such power as though no such law has been enacted.
(12) CERTAIN DEFINITIONS.
For purposes of this Note, the following terms shall have the following meanings:
(a) “ADSs”
means the Company’s American Depository Shares, each ADS currently representing 5 ordinary shares of the Company.
(b) Amortization Event”
shall mean (i) the daily VWAP is less than the Floor Price then in effect for three Trading Days during a period of five consecutive Trading
Days (a “Floor Price Event”), or (ii) the Company is in material breach of the Registration Rights Agreement, and such
breach remains uncured for a period of 20 Trading Days, or the occurrence of an Event (as defined in the Registration Rights Agreement)
(a “Registration Event”) (the last day of each such occurrence, an “Amortization Event Date”)
(c) “Amortization
Principal Amount” shall have the meaning set forth in Section (1)(c).
(d) "Bloomberg"
means Bloomberg Financial Markets.
(e) “Business Day”
means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking
institutions are authorized or required by law or other government action to close.
(f) "Buy-In"
shall have the meaning set forth in Section (3)(b)(ii).
(g) “Buy-In Price”
shall have the meaning set forth in Section (3)(b)(ii).
(h) “Calendar Month”
means one of the months as named in the calendar.
(i) “Change of Control
Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership
of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power of the Company (except
that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not
constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the
members of the board of directors of the Company (other than as due to the death or disability of a member of the board of directors)
which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority
of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%)
or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions with or into another
entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any
of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change of Control Transaction
under this provision.
(j) “Closing Price”
means the price per share in the last reported trade of the ADSs on a Primary Market or on the exchange which the ADSs are then listed
as quoted by Bloomberg.
(k) “Commission”
means the Securities and Exchange Commission.
(l) “Conversion Amount”
means the portion of the Principal, Interest, or other amounts outstanding under this Note to be converted, redeemed or otherwise with
respect to which this determination is being made.
(m) "Conversion Date"
shall have the meaning set forth in Section (3)(b)(i).
(n) "Conversion Failure"
shall have the meaning set forth in Section (3)(b)(ii).
(o) "Conversion Notice"
shall have the meaning set forth in Section (3)(b)(i).
(p) "Conversion Price"
means, as of any Conversion Date or other date of determination the lower of (i) $0.5284per ADS (the “Fixed Price”),
or (ii) 95% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion Date or other date of
determination (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price then in effect.
The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Note.
(q) “Convertible
Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for ADSs or
Ordinary Shares.
(r) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.
(s) “Floor Price”
solely with respect to the Variable Price, shall mean $0.0868per ADS. Notwithstanding the foregoing, the Company may reduce the Floor
Price to any amounts set forth in a written notice to the Holder; provided that such reduction shall be irrevocable and shall not be subject
to increase thereafter.
(t) “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the
Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the
Company effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is
effectively converted into or exchanged for other securities, cash or property.
(u) “Ordinary Shares”
means the shares ordinary shares of the Company, par value NIS 0.01 per share.
(v) “Other Notes”
means any other notes issued pursuant to the SEPA and any other debentures, notes, or other instruments issued in exchange, replacement,
or modification of the foregoing.
(w) “Payment Premium”
means 10% of the Principal amount being paid.
(x) “Periodic Reports”
shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable laws and regulations
(including, without limitation, Regulation S-K), including annual reports (on Form 20-F), quarterly reports and current reports (on Form
6-K), for so long as any amounts are outstanding under this Note or any Other Note; provided that all such Periodic Reports shall
include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be included
in such Periodic Reports in compliance with all applicable laws and regulations.
(y) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.
(z) “Primary Market”
means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global
Select Market, and any successor to any of the foregoing markets or exchanges.
(aa) “Redemption
Premium” means 10% of the Principal amount being redeemed.
(bb) “Registration
Rights Agreement” means the registration rights agreement entered into between the Company and the Holder on the date hereof.
(cc) “Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering
among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.
(dd) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(ee) "Share Delivery
Date" shall have the meaning set forth in Section (3)(b)(i).
(ff) “Subsidiary”
shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority
of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration
of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”
(gg) “Trading Day”
means a day on which the ADSs are quoted or traded on a Primary Market on which the ADSs are then quoted or listed; provided, that in
the event that the ADSs are not listed or quoted, then Trading Day shall mean a Business Day.
(hh) “Transaction
Document” means this Note, the Other Notes, the SEPA, the Registration Rights Agreement and any and all other documents, agreements,
instruments or other items executed or delivered in connection with this Note or any of the foregoing.
(ii) “Underlying
Shares” means the Ordinary Shares and ADSs representing the Ordinary Shares issuable upon conversion of this Note.
(jj) "VWAP"
means, for any Trading Day, the daily volume weighted average price of the ADSs for such Trading Day on the Principal Market during regular
trading hours as reported by Bloomberg L.P.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Convertible Promissory Note to be duly executed by a duly authorized officer as of the date set forth above.
|
COMPANY: |
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SAVERONE 2014 LTD. |
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By: |
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Name: |
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Title: |
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Exhibit 99.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) dated as of July 16, 2024 is made by and between YA II PN, LTD., a Cayman Islands
exempt limited partnership (the “Investor”), and SAVERONE 2014 LTD., a company incorporated under the laws of the State
of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party”
and collectively as the “Parties.”
WHEREAS, the Company
and the Investor have entered into that certain Standby Equity Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $15 million in aggregate gross
purchase price of newly issued fully paid shares of the Company’s American Depository Shares (the “ADSs”), each
ADS currently representing 5 ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”);
and
WHEREAS, pursuant to
the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver
the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).
AGREEMENT
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:
(a) “Business
Day” shall mean any day on which the New York Stock Exchange is open for trading, other than any day on which commercial banks
are authorized or required to be closed in New York City.
(b) “Effectiveness
Deadline” means, with respect to the initial Registration Statement filed hereunder, the 75th calendar day following the initial
filing hereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”)
that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline
as to such Registration Statement shall be the fifth Business Day following the date on which the Company is so notified if such date
precedes the date required above.
(c) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(d) “Filing
Deadline” means, with respect to the initial Registration Statement required hereunder, the 21st calendar day following date
hereof.
(e) “Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental
or political subdivision thereof or a governmental agency.
(f) “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
(g) “Registrable
Securities” means all of (i) the Shares (as defined in the Purchase Agreement) and (ii) any capital stock issued or issuable
with respect to the Shares, including, without limitation, (1) as a result of any stock split, stock dividend or other distribution, recapitalization
or similar event or otherwise, and (2) shares of capital stock of the Company into which the Shares are converted or exchanged and shares
of capital stock of a successor entity into which the Shares are converted or exchanged.
(h) “Registration
Statement” means any registration statement of the Company filed pursuant to this Agreement, including the Prospectus, amendments
and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.
(i) “Required
Registration Amount” means (i) with respect to the initial Registration Statement at least 37,500,000 ADSs representing 187,500,000
Ordinary Shares issued or to be issued upon pursuant to the Purchase Agreement, and (ii) with respect to subsequent Registration Statements
such number of shares of ADSs representing Ordinary Shares as requested by the Investor not to exceed 300% of the maximum number of ADS
and the Ordinary Shares underlyting such ADSs issuable upon conversion of all Promissory Notes then outstanding (assuming for purposes
hereof that (x) such Promissory Notes are convertible at the Conversion Price (as defined therein) in effect as of the date of determination,
and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Notes set forth therein),
in each case subject to any cutback set forth in Section 2(e).
(j) “Rule
144” means Rule 144 under the Securities Act or any successor rule thereto.
(k) “Rule
415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
(l) “SEC”
means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.
(m) “Securities
Act” shall have the meaning set forth in the Recitals above.
2. REGISTRATION.
(a) The
Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain
effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared
effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the
Registrable Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no
Registrable Securities (the “Registration Period”).
(b) Subject
to the terms and conditions of this Agreement, the Company shall as soon as practicable, but in no case later than the Filing Deadline,
prepare and file with the SEC an initial Registration Statement on Form F-3 (or, if the Company is not then eligible, on Form F-1) or
any successor form thereto covering the resale by the Investor of the Required Registration Amount in accordance with applicable SEC rules,
regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing
market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan
of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the
SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the business day following the date of
effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used
in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the
Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments
on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.
(c) Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by a Registration Statement filed pursuant
to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with the SEC
one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration
Statement, in each case as soon as practicable (taking into account any position of the staff of the SEC with respect to the date on which
the Staff will permit such additional Registration Statement(s) to be filed with the SEC and the rules and regulations of the SEC). The
Company shall use its commercially reasonable efforts to cause each such new Registration Statement to become effective as soon as reasonably
practicable following the filling thereof with the SEC.
(d) During
the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments)
and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to
be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective
at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement
or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from
and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would
constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and
(v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments
and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section
2(c)) by reason of the Company’s filing a report on Form 20-F, or Form 6-K or any analogous report under the Exchange Act, the Company
shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements
with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement
the Registration Statement.
(e) Reduction
of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC
requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company
to rely on Rule 415 with respect to a Registration Statement, then the Company shall reduce the number of Registrable Securities to be
included in such Registration Statement (after consultation with the Investor as to the specific Registrable Securities to be removed
therefrom) to the maximum number of securities as is permitted to be registered by the SEC. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration
Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration
Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.
(f) Failure
to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement is not filed on
or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on or prior to the Effectiveness Deadline, or
(iii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 prmulgated under the Securities Act,
within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration
Statement will not be “reviewed,” or not subject to further review, or (iii) after the effectiveness, a Registration atement
ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (iv)
the Investor is not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 315 consecutive calendar
days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days), or (v) if
after the date that is six months from the date hereof, the Company does not have available adequate current public information as set
forth in Rule 144(c) (any such failure or breach being referred to as an “Event”).
(g) No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration
Statement pursuant to Section 2(a) or Section 2(c) without consulting with the Investor prior to filing such Registration Statement with
the SEC.
3. RELATED
OBLIGATIONS.
(a) The
Company shall, not less than three business days prior to the filing of each Registration Statement and not less than one business day
prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F,
supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports
on Form 20-F, quarterly reports or current reports on Form 6-K), furnish to each Investor copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and
prompt review of such Investor. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Investor shall reasonably object in good faith; provided that, the Company is notified of such objection in
writing no later than two (2) Trading Days after the Investors have been so furnished copies of a Registration Statement.
(b) The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge (i) at
least one copy (which may be in electronic form) of such Registration Statement as declared effective by the SEC and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) at least one copy (which may be in electronic form) of the final prospectus included in such Registration Statement and
all amendments and supplements thereto, and (iii) any documents, which are not publicly available through EDGAR, as such Investor may
reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.
(c) The
Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such
other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare
and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary
to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or by-laws,
(x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The
Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect
to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.
(d) As
promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening
of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission to state 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 (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement
or omission and deliver one electronic copy of such supplement or amendment to the Investor. The Company shall also promptly notify each
Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor
by email on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received
from the SEC with respect to a Registration Statement or any amendment thereto.
(e) The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and
to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.
(f) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use commercially reasonable efforts either to cause
all of the Registrable Securities covered by each Registration Statement to be listed on the Principal Market. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this Section 3(f).
(g) The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.
The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor,
at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
(h) The
Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends
and representing such number of ADSs and registered in such names as the holders of the Registrable Securities may reasonably request
a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided,
that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust
Company’s Direct Registration System.
(i) The
Company shall use its best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies
or authorities as may be necessary to consummate the disposition of such Registrable Securities.
(j) The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration
hereunder.
(k) Within
two business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC.
(l) The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities
pursuant to a Registration Statement.
4. OBLIGATIONS
OF THE INVESTOR.
(a) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d)
such Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement
covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to
compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for ADSs to a transferee
of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.
(b) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
(c) The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in
writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.
5. EXPENSES
OF REGISTRATION.
All expenses incurred by the
Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable
Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees
and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review of the
Registration Statement). The Investor shall be responsible for all incremental selling expenses relating to the sale of Registrable Securities,
such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs.
6. INDEMNIFICATION.
With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:
(a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors,
officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several
(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements
therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”) The Company shall reimburse the Investors and each such controlling person promptly as
such expenses are incurred and are due and payable, for any legal fees or disbursements that are reasonably incurred by them or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or
to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant
to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person.
(b) In
connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents
and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent,
and only to the extent, that such Violation occurs (i) in reliance upon and in conformity with written information furnished to the Company
by such Investor expressly for use in connection with such Registration Statement or (ii) from the Investor’s violation of any prospecuts
delivery requirements under the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,
or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement;
and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld, conditioned or delayed;
provided, further, however, that, absent fraud or gross negligence, the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or
omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior to such
Investor’s use of the prospectus to which the Claim relates.
(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however,
that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more
than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified
Party or Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.
(d) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
(e) The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.
7. CONTRIBUTION.
To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.
8. REPORTS
UNDER THE EXCHANGE ACT.
With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public without registration, and as a material inducement to the
Investor’s purchase of the Promissory Notes, the Company represents, warrants, and covenants to the following:
(a) The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section
13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required
to file such reports), other than Form 8-K reports.
(b) During
the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the
Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Purchase Agreement) and such
reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The
Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration.
9. AMENDMENT
OF REGISTRATION RIGHTS.
Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9
shall be binding upon each of the Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer
than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to
a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties
to this Agreement.
10. MISCELLANEOUS.
(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities
or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.
(b) No
Other Registrations. The Company shall not include any other securities on a Registration Statement which includes Registrable Securities
unless otherwise agreed by the Investor.
(c) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered pursuant to the notice provisions of the Purchase Agreement or to such other address and/or
electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing the
time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service,
receipt by email or receipt from a nationally recognized overnight delivery service in accordance with this section.
(d) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(e) The
laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investor as its stockholder.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New
York County, New York and federal courts for the Southern District of New York sitting New York, New York, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and 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. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement
in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. 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.
(f) This
Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.
(g) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(h) This
Agreement may be executed in identical counterparts, both of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Electronically scanned and delivered signatures (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and
validly delivered and be valid and effective for all purposes of this Agreement.
(i) 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.
(j) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
(k) This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date
first above written.
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COMPANY: |
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SAVERONE 2014 LTD. |
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By: |
/s/ Ori Gilboa |
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Name: |
Ori Gilboa |
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Title: |
CEO |
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INVESTOR: |
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YA II PN, Ltd. |
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|
|
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By: |
Yorkville Advisors Global, LP |
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Its: |
Investment Manager |
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By: |
Yorkville Advisors Global II, LLC |
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Its: |
General Partner |
|
|
By: |
/s/
Matt Beckman |
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|
Name: |
Matt Beckman |
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Title: |
Member |
14
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