EX-4.1 3 exhibit_4-1.htm EXHIBIT 4.1 exhibit_4-1.htm


Exhibit 4.1
 
FORM OF SHARE CERTIFICATE
 
 
Check-Cap Ltd.
 
   
Number
  
Shares
 
  
 
CHEK
  
CUSIP: M2361E 112
 
  
 
 
See Reverse for
Certain Definitions
 
CHECK-CAP LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL
 
THIS CERTIFIES that
 

is the Registered Holder of
 
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NIS 0.20 PAR VALUE EACH
 
of Check-Cap Ltd. transferable on the books of the Company by the holder hereof in person or by duly authorized attorney only upon surrender of this Certificate properly endorsed or with an appropriate instrument of transfer. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Association of the Company and amendments thereto, to all of which the holder by the acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
 
IN WITNESS WHEREOF, the Company has caused this Certificate to be issued under the facsimile seal of the Company.
 
Dated: ______________________________
 
Check-Cap Ltd.
         
Corporate Seal
ISRAEL
       
 
 
/s/ Guy Neev
 
 
Chief Executive Officer and Director
 

 
 

 
 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
 
TEN COM  - as tenants in common
  
 
  
UNIF GIFT MIN ACT  ________________________
   
Custodian _____________
              
TEN ENT   - as tenants by the entireties
  
 
  
 
  
 
  
                (Cust)
   
                  (Minor)
  
JT TEN      -  as joint tenants with right of survivorship
               and not as tenants in common
  
                under Uniform Gifts to Minors        
  
 
  
 
  
 
  
 
  
Act
  
   
 
  
 
  
 
  
 
  
 
  
                (State)
 
 
Additional abbreviations may also be used though not in the above list.
 
FOR VALUE RECEIVED,                              HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO ______________________________________________
 
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
 
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
 
                              SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND SO HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS _______________________________
 
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED COMPANY AND FULL POWER OF SUBSTITUTION IN THE PREMISES.
 
DATED
   
  
 
  
 
       
     
  
 
  
 
     
  
 
  
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE, WHATSOEVER.
Signature(s) Guaranteed:
  
 
  
 
     
         
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.
  
 
  
 
 
[To be added to Share Certificates issued to former holders of Preferred Shares and the lenders under the certain Credit Line Agreement dated August 20, 2014, as amended:]
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF OCTOBER 14, 2014, AS AMENDED (THE “SHAREHOLDERS’ AGREEMENT”) BY AND AMONG CHECK-CAP LTD. (THE “COMPANY”), CERTAIN OF THE COMPANY’S SHAREHOLDERS AND THE LENDERS UNDER THE CERTAIN CREDIT LINE AGREEMENT DATED AUGUST 20, 2014, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE THEREFORE ENTITLE THE HOLDER OF THIS CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SUCH HOLDER IS ENTITLED TO UNDER AND ACCORDING TO THE SHAREHOLDERS AGREEMENT ON ACCOUNT THEREOF.