ORDINARY SHARES PURCHASE WARRANT MARIS –TECH, LTD.Maris Tech Ltd. • December 29th, 2021 • Communications equipment, nec • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Maris-Tech Ltd., an Israeli company (the “Company”), up to _________________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
Warrant Agent AgreementWarrant Agent Agreement • January 11th, 2022 • Maris Tech Ltd. • Communications equipment, nec • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Maris-Tech Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
ContractMaris Tech Ltd. • November 1st, 2021 • Communications equipment, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
Underwriting AgreementUnderwriting Agreement • December 29th, 2021 • Maris Tech Ltd. • Communications equipment, nec • New York
Aegis Capital Corp. As Representative of the several Underwriters named in Schedule I hereto c/o Aegis Capital Corp. 810 7th Avenue, 18th Floor New York, NY 10019
Underwriting AgreementUnderwriting Agreement • December 6th, 2021 • Maris Tech Ltd. • Communications equipment, nec • New York
Warrant Agent AgreementWarrant Agent Agreement • January 11th, 2022 • Maris Tech Ltd. • Communications equipment, nec • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Maris-Tech Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Maris Tech Ltd. Form of Warrant ________ Ordinary SharesMaris Tech Ltd. • November 22nd, 2021 • Communications equipment, nec
THIS WARRANT is issued on ________, 2021 (the “Warrant Issue Date”) to ________ (“Holder”) by Maris Tech Ltd., a private company registered under the laws of Israel (“Company”), pursuant to the terms of that certain share purchase agreement, dated March 24, 2021, by and between the Company, the Holder and third parties (“SPA”).
MARIS TECH LTD. LETTER OF INDEMNIFICATION Dated ________Letter Agreement • March 6th, 2023 • Maris Tech Ltd. • Communications equipment, nec
This letter agreement (“Letter”) is provided to you in recognition that it is in the best interests of Maris Tech Ltd. (“Company”) to provide hereunder for your indemnification to the fullest extent permitted by law.
Service AgreementService Agreement • March 21st, 2024 • Maris Tech Ltd. • Communications equipment, nec
This service agreement (this “Agreement”) is made as of this 31 day of July, 2023 (the “Effective Date”), by and between Maris-Tech Ltd., a company validly existing under the laws of the State of Israel, reg. no. 514135730, with registered offices at 2 Yitzhak Modai St., Rehovot, Israel (“Maris”) and Parazero Technologies Ltd., a company validly existing under the laws of the State of Israel, reg. no. 514932821 with registered offices at 30 Dov Hoz Street, Keryat Ono, Israel (“Parazero”). Each of Maris and Parazero may be referred to herein as a “Party” and together as the “Parties”.
Amendment to AgreementAmendment to Agreement • November 1st, 2021 • Maris Tech Ltd. • Communications equipment, nec
This amendment dated September 17, 2021, to that certain services agreement dated April 21, 2021 (“Agreement”), is by and between: Maris-Tech Ltd., Israeli company number 51-413573-0 of 3 Golda Meir Street, Ness Ziona (“Company”) and Alla Felder Ltd., company number 51-513507-7 of POB 286, Udim, and A. Klainer Finances Ltd., company number 51-467034-8 of 35 Benbenisti Street, Rishon Lezion (together, “Advisors”). Each, a “party” and together, the “parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 1st, 2021 • Maris Tech Ltd. • Communications equipment, nec
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of this 24 day of March 2021 (the “Effective Date”), by and between Maris Tech Ltd., a company incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 3 Golda Meir St., Ness Ziona, Israel (the “Company”), the persons and entities listed on Exhibit A hereto (each an Investor an collectively, the “Investors”) and Aegis Israel Ltd. (former G.F.N. Pure Ltd.), a company incorporated under the laws of the State of Israel, registration number 514997998, having its principal place of business at 20 Raoul Wallenberg St., Tel Aviv, Israel (the “Placement Agent”). Each of the Company and the Investors may also be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.
Form of Advisor Warrant Maris Tech Ltd. Warrant to Purchase ________ Ordinary SharesMaris Tech Ltd. • November 22nd, 2021 • Communications equipment, nec
THIS WARRANT is issued on _____________ (the “Warrant Issue Date”) to ________________ (“Holder”) by Maris Tech Ltd., a private company registered under the laws of Israel (“Company”), pursuant to the terms of that certain services agreement, dated April 21, 2021, by and between the Company, the Holder and third parties (“SA”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • December 13th, 2021 • Maris Tech Ltd. • Communications equipment, nec
THIS WARRANT CANCELLATION AGREEMENT (the “Agreement”) is made as of this 10th day of December 2021 (the “Effective Date”), by and between Maris-Tech Ltd., a company incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 2 Yitzhak Modai Street, Rehovot, Israel 7608804, Israel (the “Company”) and L.I.A. Pure Capital Ltd., a company incorporated under the laws of the State of Israel, registration number 514408715, having its principal place of business at 20 Raoul Wallenberg St., Tel Aviv, Israel (“Pure Capital”). Each a “Party”, and collectively, as the “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 22nd, 2021 • Maris Tech Ltd. • Communications equipment, nec
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of this 24 day of March 2021 (the “Effective Date”), by and between Maris Tech Ltd., a company incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 3 Golda Meir St., Ness Ziona, Israel (the “Company’”), the persons and entities listed on Exhibit A hereto (each an Investor an collectively, the “Investors”) and L.I.A Pure Capital Ltd., a company incorporated under the laws of the State of Israel, registration number 514408715, having its principal place of business at 20 Raoul Wallenberg St., Tel Aviv, Israel (the “Placement Agent”). Each of the Company and the Investors may also be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.
Maris-Tech Enters Into Agreement with Art of Logic Australia for $7.5 Million of a New Product Based On the Company’s Uranus-AI ProductMaris Tech Ltd. • May 9th, 2023 • Communications equipment, nec
This agreement is the second order received from Art of Logic Australia for an AI product developed by Maris-Tech, and the largest product delivery agreement Maris-Tech has received to date
Loan Facility AgreementLoan Facility Agreement • March 7th, 2023 • Maris Tech Ltd. • Communications equipment, nec
This Loan Facility Agreement (“Loan Facility Agreement”) is entered into as of 20.04.2021, effect from 1.1.2021, by and between Israel Bar, Israeli ID number 52102084 and Yossef Gotlieb. Israeli ID number 51934487 (“Lenders”) and (B) Maris Tech Ltd., a company incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 3 Golda Meir St., Ness Ziona. Israel (“Company”), each “Party” and together “Parties”.
MARIS TECH LTD. LETTER OF INDEMNIFICATION Dated ________Letter Agreement • November 1st, 2021 • Maris Tech Ltd. • Communications equipment, nec
This letter agreement (“Letter”) is provided to you in recognition that it is in the best interests of Maris Tech Ltd. (“Company”) to provide hereunder for your indemnification to the fullest extent permitted by law.
Amendment No. 2 to Loan Facility AgreementLoan Facility Agreement • March 6th, 2023 • Maris Tech Ltd. • Communications equipment, nec
This Amendment No. 2 to Loan Facility Agreement (this “Amendment”), is made as of this 2 day of March, 2023, by and between (A) Israel Bar, Israeli ID number 52102084, and Yossef Gottlieb, Israeli ID number 51934487 (the “Lenders”), and (B) Maris-Tech Ltd. a company organized under the laws of the State of Israel, registration number 514135730, located at Rehovot, Israel (the “Company”, and together with the Lenders, the “Parties”).
Acknowledgement and Waiver AgreementAcknowledgement and Waiver Agreement • December 6th, 2021 • Maris Tech Ltd. • Communications equipment, nec
This Acknowledgement and Waiver Agreement (this “Agreement”) is entered into as of this 3rd day of December 2021 by and between Maris Tech Ltd., a company incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 2 Yitzhak Modai Street, Rehovot, Israel (the “Company”), and L.I.A Pure Capital Ltd., a company incorporated under the laws of the State of Israel, registration number 514408715, having its principal place of business at 20 Raoul Wallenberg St., Tel Aviv, Israel (“Pure”). Reference is made to that certain Share Purchase Agreement (as amended and restated, the “Purchase Agreement”) dated as of March 24, 2021, by and among the Company, the persons and entities listed as Investors on the signature pages thereto, and Pure. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
Amendment to AgreementAmendment to Agreement • November 1st, 2021 • Maris Tech Ltd. • Communications equipment, nec
This amendment dated November 01, 2021, to that certain services agreement dated April 21, 2021 (“Agreement”), is by and between: Maris-Tech Ltd., Israeli company number 51-413573-0 of 3 Golda Meir Street, Ness Ziona (“Company”) and Alla Felder Ltd., company number 51-513507-7 of POB 286, Udim, and A. Klainer Finances Ltd., company number 51-467034-8 of 35 Benbenisti Street, Rishon Lezion (together, “Advisors”). Each, a “party” and together, the “parties.”
