EX-4.1 2 f6k031219ex4-1_todos.htm AMENDMENT TO CONVERTIBLE BRIDGE LOAN AGREEMENT, DATED FEBRUARY 27, 2019

Exhibit 4.1

 

AMENDMENT TO CONVERTIBLE BRIDGE LOAN AGREEMENT

 

THIS AMENDMENT CONVERTIBLE BRIDGE LOAN AGREEMENT (this “Amendment”) is entered into as of the 27th day of February 2019 (“Effective Date”), by and between Todos Medical Ltd., an Israeli company (the “Company”), and the entities set forth on Schedule 1 attached hereto (the “Investors”).

 

WHEREAS, the Company and the Investors entered into a Convertible Bridge Loan Agreement dated February 27, 2019 (the “Agreement”); and

 

WHEREAS, the Company and the Investors desire to amend the Agreement as set forth herein;

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

1.       Agreement.

 

Except as specifically modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. All capitalized terms used herein shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein.

 

2.       Prepayment

 

The following new Section 1.6 shall be added to the Agreement:

 

“1.6       Prepayment. In the event the Company prepays the Loan Principal and Interest prior to the Maturity Date, the Company shall pay an additional ten percent (10%) of the Loan Principal.”

 

3.       Additional Warrant Coverage

 

The following new Section 4.3 shall be added to the Agreement:

 

“4.3       In addition to the Warrant issued to each Investor pursuant to Section 4.1 of the Agreement, at the Closing, the Company shall deliver to each Investor a second Warrant (the “Second Warrant”) providing each Investor with a right to purchase such number Warrant Shares equal in value to twenty-five percent (25%) of such Investor’s Loan Principal, at an exercise price that is equal to 150% of the closing bid price of the Company’s Ordinary Shares on the day prior to the Closing. The Investor may exercise the Second Warrant at any time starting six (6) months following the Uplisting or the conversion of the Loan Principal, as applicable, and up to three (3) years thereafter.”

 

4. Entire Agreement.

 

This Amendment and the Agreement constitute the entire agreement and understanding between the parties with regard to the subject matter hereof and supersede any prior written or oral agreements. Any modifications to this Amendment or the Agreement must be in writing and signed by the authorized representatives of the Parties.

 

5.       Counterparts.

 

This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

 

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IN WITNESS WHEREOF the parties have signed this Amendment to Convertible Bridge Loan Agreement in one or more counterparts as of the date first hereinabove set forth.

 

The Company    
     
Todos Medical Ltd.    
     
     
Name: Herman Weiss    
Title: CEO    
Date: March 10, 2019    
     
The Investors    
     
YA II PN, LTD.   DPH Investments Ltd.
By: Yorkville Advisors Global, LP    
Its: Investment Manager    
       
By: Yorkville Advisors Global II, LLC   Name:  
Its: General Partner   Title:  
      Date:   
By:        
Name:      
Title:      
       
Zvi David Schnur   Gamliel Kagan
       
     
Name:     Name: Gamliel Kagan
Date:     Date:  
       
     
Joseph Schulman   Elliot Berkovits
     
     
Name: Joseph Shulman   Name: Elliot Berkovits
Date:     Date:  
     
     
Boneh Chavurot LLC   BSD Investments
     
     
Name:     Name:  
Title:     Title:  
Date:     Date: