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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/05/22 Artemis Therapeutics, Inc. 8-K:1,2,3,5 6/30/22 21:2.4M Z-K Global Ltd./FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 251K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 49K -- exhibit_4-1 3: EX-10.2 Material Contract -- exhibit_10-2 HTML 22K 4: EX-10.3 Material Contract -- exhibit_10-3 HTML 36K 5: EX-10.4 Material Contract -- exhibit_10-4 HTML 51K 6: EX-10.5 Material Contract -- exhibit_10-5 HTML 24K 7: EX-10.6 Material Contract -- exhibit_10-6 HTML 19K 8: EX-10.7 Material Contract -- exhibit_10-7 HTML 24K 9: EX-21.1 Subsidiaries List -- exhibit_21-1 HTML 9K 10: EX-99.1 Miscellaneous Exhibit -- exhibit_99-1 HTML 418K 11: EX-99.2 Miscellaneous Exhibit -- exhibit_99-2 HTML 341K 12: EX-99.3 Miscellaneous Exhibit -- exhibit_99-3 HTML 210K 16: R1 Document and Entity Information HTML 49K 19: XML IDEA XML File -- Filing Summary XML 16K 17: XML XBRL Instance -- form8k_htm XML 17K 18: EXCEL IDEA Workbook of Financial Reports XLSX 6K 14: EX-101.LAB XBRL Labels -- atms-20220630_lab XML 67K 15: EX-101.PRE XBRL Presentations -- atms-20220630_pre XML 49K 13: EX-101.SCH XBRL Schema -- atms-20220630 XSD 16K 20: JSON XBRL Instance as JSON Data -- MetaLinks 13± 22K 21: ZIP XBRL Zipped Folder -- 0001178913-22-002584-xbrl Zip 167K
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Forgiven Debt. The Lender hereby waives, cancels and forgives payment by
Artemis of aggregate of $__ of indebtedness previously advanced by the Lender to Artemis and currently owed (the “Forgiven Debt”) in
consideration of, and conditioned upon the Lender’s receipt of an aggregate of ______ shares of Artemis’ common stock (the “Debt Forgiveness
Shares”). It is acknowledged and agreed that the Forgiven Debt is being waived, cancelled and forgiven by the Lender in its entirety in consideration of the issuance of the Debt Forgiveness Shares.
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Issuance of the Debt Forgiveness Shares. Artemis hereby agrees to issue to
the Lender the Debt Forgiveness Shares in consideration of the waiver, cancellation and forgiveness of the Forgiven Debt, immediately upon the consummation of the Share Exchange Agreement, but in any event not later than two (2) business
days thereafter. Upon the issuance of the Debt Forgiveness Shares, the Forgiven Debt shall be deemed to be paid in full, released and discharged, all without any further action being required of the Lender or Artemis.
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Representation of No Other Debt. The Lender represents and warrants that
Artemis does not have any other debts, liabilities or obligations to pay any amounts to the Lender other than the Forgiven Debt, all of which shall be waived, cancelled and forgiven as set forth herein.
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Effectiveness of Agreement. This Agreement shall only be effective upon the
consummation of the transaction contemplated by the Share Exchange Agreement. If the transactions contemplated by the Share Exchange Agreement shall not be consummated, this Agreement and the provisions thereof (even though fully executed)
shall be void and of no force and effect whatsoever.
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5. |
Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns. The parties may not assign this Agreement or any rights or obligations hereunder without the prior written consent.
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6. |
No Third-Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
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7. |
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
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8. |
Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. This Agreement may only be amended or modified in a signed by both parties
hereto.
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9. |
Execution. This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign
the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
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10. |
Arm’s Length Transaction. The parties hereto have entered into this
Agreement and the transactions contemplated hereby on an arms-length basis.
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11. |
Release. The Lender, singly, and for each present and former, direct and/or
indirect, parents, subsidiaries, affiliates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members, successors, predecessors, heirs and assigns (collectively
the “Lender Releasors”), hereby expressly and irrevocably release, waive and forever discharge and hold harmless each of the Company and
each of its present and former, direct and/or indirect, parents, subsidiaries, affiliates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members, successors,
predecessors, and assigns (collectively, the “Lender Released Parties”) regarding the Forgiven Debt from any and all actions, causes of
action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law,
admiralty or equity, which any of the Lender Releasors ever had, now have, or hereafter can, shall, or may have against any of the Lender Released Parties from the beginning of time through and including the date hereof.
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Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and shall become effective when such counterparts have been signed by each party and delivered to the other parties; provided that a facsimile signature shall be
considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile, signature.
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ARTEMIS THERAPEUTICS, INC.
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By:
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Name:
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Title:
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[LENDER]
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By:
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Name:
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Title:
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/23 Manuka, Inc. POS AM 5/22/23 53:4.5M Z-K Global Ltd./FA 5/12/23 Manuka, Inc. POS AM 52:4.5M Z-K Global Ltd./FA 5/03/23 Manuka, Inc. 10-K/A 12/31/22 56:4.5M Z-K Global Ltd./FA 4/06/23 Manuka, Inc. 10-K/A 12/31/22 56:4.5M Z-K Global Ltd./FA 3/31/23 Manuka, Inc. 10-K 12/31/22 57:4.5M Z-K Global Ltd./FA 1/04/23 Manuka, Inc. S-1/A 54:6M Z-K Global Ltd./FA 12/20/22 Manuka, Inc. S-1/A 56:6.1M Z-K Global Ltd./FA 11/21/22 Manuka, Inc. S-1/A 58:6.1M Z-K Global Ltd./FA 9/21/22 Manuka, Inc. S-1 56:5.7M Z-K Global Ltd./FA 8/22/22 Manuka, Inc. 10-Q 6/30/22 40:2.8M Z-K Global Ltd./FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/22 Manuka, Inc. 10-Q 3/31/22 43:2.6M Z-K Global Ltd./FA 9/24/10 Artemis Therapeutics, Inc. 8-K:5,9 9/24/10 5:52K Z-K Global Ltd./FA |