Exhibit
10.2


 


WAIVER
AGREEMENT


 


This
WAIVER AGREEMENT (the "Agreement"), dated as of June 6, 2022, is made by and between Quoin Pharmaceuticals Ltd.,
an Israeli company, with headquarters located at Azrieli Center, Round Tower, 30th Floor, 132 Menachem Begin Blvd, Tel Aviv, 6701101
(the "Company" or “PublicCo”), Quoin Pharmaceuticals Inc., a Delaware corporation (“PrivateCo”),
and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the SPA (as defined below).


 


A.   
Pursuant to that certain Securities Purchase Agreement (as amended, the "SPA") dated as of March 24, 2021 by and between
the Company, PrivateCo and the Holder, the Company agreed, among other things, that, pursuant to Section 5(n)(ii) of the SPA, until the
Trigger Date, it will not file any registration statement, or any amendment or supplement thereto, other than Exempt Registration Statements
or cause any registration statement other than the Exempt Registration Statements to be declared effective by the SEC (collectively,
the "Registration Statement Restriction"); and


 


B.    
The Company wishes for the Holder, and the Holder hereby agrees, to waive the Registration Statement Restriction upon the terms and conditions
set forth herein.


 


NOW
THEREFORE, in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


		1.	Limited
                                            Waiver of Registration Statement Restriction. The Holder hereby waives the Registration
                                            Statement Restriction solely with respect to a single registration statement on Form F-3
                                            to be filed by the Company on or prior to June 30, 2022 for the primary shelf offering of
                                            ordinary shares, no par value, represented by the ADSs, with each ADS representing 400 ordinary
                                            shares, warrants to purchase ordinary shares represented by ADSs, subscription rights, debt
                                            securities consisting of debentures, notes or other evidences of indebtedness, and units
                                            comprised of, or other combinations of, the foregoing securities, in one or more offerings,
                                            with an aggregate offering price not exceeding $100,000,000, including, but not limited to,
                                            an “at-the-market” offering. For the avoidance of doubt, the waiver contained
                                            in this Section 1 is limited to the Registration Statement Restriction and does not extend
                                            to the Company's restriction set forth in Section 5(n)(ii) of the SPA on entering into, effecting
                                            or consummating a Subsequent Placement, a transaction under, any agreement, including, but
                                            not limited to, an equity line of credit or “at-the-market” offering, whereby
                                            the Company may issue securities at a future determined price or on being a party to any
                                            solicitations, negotiations or discussions with regard to the foregoing.



 






     


     


    

 


		2.	Representations
                                            and Warranties. The Holder represents and warrants to the Company and PrivateCo that
                                            the Holder, and each of the Company and PrivateCo represents and warrants to the Holder that
                                            each of the Company and PrivateCo, as of the date hereof: (i) is an entity duly organized
                                            and validly existing under the laws of the jurisdiction of its formation, has the requisite
                                            power and authority to execute and deliver this Agreement and to carry out and perform all
                                            of its obligations under the terms of this Agreement; (ii) has duly executed and delivered
                                            on behalf of the applicable party this Agreement. The Holder and each of the Company and
                                            PrivateCo represents and warrants that (a) this Agreement constitutes the valid and legally
                                            binding obligation of the Holder and each of the Company and PrivateCo, as applicable, enforceable
                                            against such person in accordance with its terms, except as such enforceability may be limited
                                            by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
                                            liquidation and other similar laws relating to, or affecting generally, the enforcement of
                                            applicable creditors' rights and remedies; and (b) the execution, delivery and performance
                                            by the applicable party of this Agreement and the consummation by such person of the transactions
                                            contemplated hereby will not (i) result in a violation of the organizational documents of
                                            such person, (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
                                            such person is a party, or (iii) result in a violation of any law, rule, regulation, order,
                                            judgment or decree (including federal and state securities laws) applicable to such person,
                                            except in the case of clause (ii) and (iii) above, for such conflicts, defaults, rights or
                                            violations which would not, individually or in the aggregate, reasonably be expected to have
                                            a material adverse effect on the ability of such person to perform its obligations hereunder.



 


		3.	Disclosure
                                            of Transactions and Other Material Information. The Company shall file a report on Form
                                            6-K (the "6-K Filing") on or before 8:30 a.m., New York City time, on
                                            June 6, 2022, in the form required by the 1934 Act, relating to the transactions contemplated
                                            by this Agreement and attaching a form of this Agreement (including, without limitation,
                                            all schedules and exhibits to such agreement, if any) as an exhibit to such filing. From
                                            and after the filing of the 6-K Filing with the SEC, the Holder shall not be in possession
                                            of any material, nonpublic information received from the Company, any of its subsidiaries
                                            or any of their respective officers, directors, Affiliates, employees or agents, that is
                                            not disclosed in the 6-K Filing. In addition, effective upon the filing of the 6-K Filing,
                                            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 Holder or any of its Affiliates, on the other hand, shall terminate and be
                                            of no further force or effect. The Company shall not, and shall cause each of its subsidiaries
                                            and its and each of their respective officers, directors, Affiliates, employees and agents,
                                            not to, provide the Holder with any material, nonpublic information regarding the Company
                                            or any of its subsidiaries from and after the date hereof without the express prior written
                                            consent of the Holder. The Company understands and confirms that the Holder will rely on
                                            the foregoing representations in effecting transactions in securities of the Company.



 






     


     


    

 


		4.	Miscellaneous.
                                            This Agreement may be executed in any number of counterparts, which together shall constitute
                                            one and the same agreement and shall become effective when counterparts have been signed
                                            by each party and delivered to the other party. Counterparts may be delivered via facsimile,
                                            electronic mail (including pdf or any electronic signature complying with the U.S. federal
                                            ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
                                            so delivered shall be deemed to have been duly and validly delivered and be valid and effective
                                            for all purposes. In the event that any provision of this Agreement is found to be void or
                                            invalid, then such provision shall be deemed to be severable from the remaining provisions
                                            of this Agreement, and it shall not affect the validity of the remaining provisions, which
                                            provisions shall be given full effect as if the void or invalid provision had not been included
                                            herein so long as this Agreement as so modified continues to express, without material change,
                                            the original intentions of the parties hereto as to the subject matter hereof and the prohibited
                                            nature, invalidity or unenforceability of the provision(s) in question does not substantially
                                            impair the respective expectations or reciprocal obligations of the parties or the practical
                                            realization of the benefits that would otherwise be conferred upon the parties. The parties
                                            will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
                                            provision(s) with a valid provision(s), the effect of which comes as close as possible to
                                            that of the prohibited, invalid or unenforceable provision(s). The terms and provisions of
                                            this Agreement shall inure to the benefit of and be binding upon the permitted successors
                                            and assigns of the parties. This Agreement constitutes the entire agreement among the parties
                                            hereto with respect to the subject matter hereof and supersedes in their entirety all prior
                                            negotiations, understandings and agreements with respect to such subject matter, whether
                                            written or oral. There are no restrictions, promises, warranties or undertakings with respect
                                            to the subject matter hereof, other than those set forth or referred to herein. This Agreement
                                            shall be governed by, and construed in accordance with, the laws of the State of New York
                                            (without giving effect to the conflict of laws principles thereof). The courts of the State
                                            of New York shall have exclusive jurisdiction to resolve any and all disputes that may arise
                                            under this Agreement. Any amendments or modifications hereto must be executed in writing
                                            by all parties. Each party hereto 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 any other party may reasonably request in order
                                            to carry out the intent and accomplish the purposes of this Agreement. The Company shall
                                            reimburse the Holder for its reasonable legal fees and expenses actually incurred in connection
                                            with the preparation and negotiation of this Agreement and transactions contemplated thereby,
                                            by paying any such amount to Schulte Roth & Zabel LLP within two (2) Business Days of
                                            receiving the invoice of Schulte Roth & Zabel LLP by wire transfer of immediately available
                                            funds in accordance with the written instructions of Schulte Roth & Zabel LLP.



 


[Signature
Page Follows]


 









     


     


    

 


IN
WITNESS WHEREOF, the parties have caused their respective signature pages to this Agreement to be duly executed as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	QUOIN
    PHARMACEUTICALS LTD.
	 	 	 
	 	By:	/s/
    Dr. Michael Myers

	 	 	Name:	Dr.
    Michael Myers
	 	 	Title:  	Chief
    Executive Officer


 


	 	PRIVATECO:
	 	 
	 	QUOIN
    PHARMACEUTICALS INC.
	 	 	 
	 	By:	/s/
    Dr. Michael Myers

	 	 	Name:	Dr.
    Michael Myers
	 	 	Title:  	Chief
    Executive Officer


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have caused their respective signature pages to this Agreement to be duly executed as of the date first
written above.


 


	 	HOLDER:
	 	 
	 	ALTIUM
    GROWTH FUND, LP
	 	 	 
	 	By:	/s/ Mark Gottlieb
	 	 	Name:	Mark Gottlieb
	 	 	Title:  	COO