Raphael Pharmaceutical Inc. Sample Contracts

WARRANT
Warrant Agreement • July 7th, 2008 • Easy Energy Inc • Electrical industrial apparatus • New York
Contract
Service Agreement • January 26th, 2023 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This SERVICE AGREEMENT (this “Agreement”) is made as of 5th of July, 2022, by and between Raphael Pharmaceutical INC. (the “Company”),, and DR. IGAL LOURIA HAYON (the “CTO”/so called “IGAL”).

REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Regulation S Subscription Agreement • October 24th, 2007 • Easy Energy Inc • New York
Contract
Management and Operations Agreement • March 31st, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of March 3rd 2025, by and between Raphael Pharmaceutical ltd. (the “Company”), and Sheffa Enterprises, INC., a New Jersey corporation/ Shlomo Pilo, an Individual residing at Israel (the “Manager”).

Exhibit 4.3 APPENDIX TO EASY-ENERGY WARRANT AGREEMENT Exercise Limitations. (i) The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 of the...
Warrant Agreement • July 7th, 2008 • Easy Energy Inc • Electrical industrial apparatus

Exercise Limitations. (i) The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 of the Warrant or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Warrant Exercise Form, such Holder (together with such Holder's Affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder's Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and group members shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remai

AMENDMENT Dated July 28, 2025 to Sponsored Research Agreement
Sponsored Research Agreement • August 13th, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This AMENDMENT to Sponsored Research Agreement (this “Amendment”), is made effective as of July 28, 2025 and shall amend the Sponsored Research Agreement dated 17 of July 2019, by and between Rambam MedTech LTD (the “RMT”); and Raphael Pharmaceutical LTD (hereinafter: “Raphael”), (all collectively, the “Parties”), as previously amended by certain letters and exhibits, amongst which an Exhibit dated October 10, 2020, Exhibit dated February 28, 2021 and an Appendix dated October 23, 2022 (collectively: the “Agreement”).

DIRECTOR AND CHAIRMAN OF THE BOARD SERVICES AGREEMENT
Director and Chairman of the Board Services Agreement • March 31st, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This DIRECTOR AND CHAIRMAN OF THE BOARD SERVICES AGREEMENT (this “Agreement”) is made as of 8TH of January, 2025 (the “Effective Date”), by and between Raphael Pharmaceutical Inc. (the “Company”), and Ajay Kumar Dhadha, an individual residing in Israel (the “Chairman of the Board” or “Shanti”).

Contract
Service Agreement • March 31st, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This SERVICE AGREEMENT (this “Agreement”) is made as of 3RD of March, 2025, by and between Raphael Pharmaceutical INC. (the “Company”), and DR. IGAL LOURIA HAYON, an Individual residing at Israel (the “CTO”/so called “IGAL”).

Contract
Service Agreement • July 7th, 2022 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This SERVICE AGREEMENT (this “Agreement”) is made as of 30th of June, 2022, by and between Raphael Pharmaceutical INC. (the “Company”), and JOSEPH PRESS (the “Adviser”/so called “JOSEPH”).

Contract
Service Agreement • July 7th, 2022 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This SERVICE AGREEMENT (this “Agreement”) is made as of July 5th, 2022, by and between Raphael Pharmaceutical INC. (the “Company”), and ELIYA YEHUDA I.D 025721069, (the “Director”/so called “Yehuda”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • May 15th, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

The undersigned (the “Subscriber”) hereby acknowledges that the Corporation is proceeding with a private placement of units (each, a “Unit”), with each Unit consisting of one common stock share par value $0.01of the Corporation (a “Share”). The Subscriber hereby tenders to the Corporation this subscription offer which, upon acceptance by the Corporation, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Corporation, to issue and sell to the Subscriber the number of Units set out below on the terms and subject to the conditions set out in this Agreement.

Contract
Operations Agreement • March 31st, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This OPERATIONS AGREEMENT (this “Agreement”) is made as of March, 3rd ,2025, by and between Raphael Pharmaceutical ltd. (the “Company”), and Model Engineering & Investments. SRL a Romanian Company no. J40/1123/2007 AND/OR ADV’ GUY OFIR I.D. 172910400069, an Individual residing at Romaina (the “CFO, Legal Adviser & Director”).

ASSIGNMENT AGREEMENT
Assignment Agreement • October 24th, 2007 • Easy Energy Inc

WHEREAS, Inventors have invented certain new and useful technology as designed in an application entitled "MAN-POWERED SLIM CHARGER", ("the Application"), and;

Contract
Operations Agreement • July 7th, 2022 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This OPERATIONS AGREEMENT (this “Agreement”) is made as of JULY 5th ,2022, by and between Raphael Pharmaceutical ltd. (the “Company”), and Guy Ofir & Co. SRL a Romanian Company no. J40/1123/2007 OR ADV’ GUY OFIR I.D. 172910400069 (the “CFO, Legal Adviser & Director”).

Contract
Service Agreement • March 31st, 2025 • Raphael Pharmaceutical Inc. • Medicinal chemicals & botanical products

This SERVICE AGREEMENT (this "Agreement") is made as of March 10, 2025, by and between Raphael Pharmaceutical INC. (the "Company"), and Prof. ELIYA YEHUDA I.D 025721069, an Individual residing in Israel (the "Director"/so called “Yehuda”).