Jeffs' Brands LTD Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2024 • Jeffs' Brands LTD • Retail-miscellaneous retail
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2024, by and among Jeffs’ Brands Ltd, a corporation incorporated in Israel, with headquarters located at 7 Mezada Street, Bnei Brak, Israel 5126112 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
ContractPurchase Warrant Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • 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 [●], 2022 (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 • July 28th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
Jeffs’ Brands Ltd, an Israeli company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. an aggregate of [●] units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one ordinary share, no par value per share, of the Company (the “Ordinary Shares”) and one (1) warrant to purchase one Ordinary Share at an exercise price of $[●] (representing 100% of the per Closing Common Unit (as defined below) offering price (the “Public Offering Price”) per whole share (the “Warrant”) (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one Ordinary Share at an exercise price of $0.001 until such time as the Pre-funded Warrant is exercised in full subject to adjustment as provided in the Pre-funded Warrant and one Warrant (each, a “Closing Pre-funded Unit”). The Ordinary Shares referred to in this Paragraph are hereinafter referred to as
ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDOrdinary Shares Purchase Warrant • August 16th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 Jeffs' Brands 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).
ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDOrdinary Shares Purchase Warrant • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 Jeffs' Brands 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-ent
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2024 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 25, 2024, by and among Jeffs’ Brands Ltd, an Israeli company, with headquarters located at 7 Mezada Street, Bnei Brak, Israel 5126112, Israel (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDPre-Funded Ordinary Shares Purchase Warrant • August 16th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jeffs’ Brands 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 to elect to rece
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2025, between Jeffs’ Brands Ltd., a company organized under the laws of Israel, with headquarters located at 7 Mezada Street, Bnei Brak, Israel 5126112, (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Representative Form of Indemnification AgreementIndemnification Agreement • November 28th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Indemnification Agreement (this “Agreement”) is made as of November 20, 2022, by and between Jeffs’ Brands Ltd, a company organized and existing under the laws of Israel (the “Company”) and Ronen Zalayet (“Indemnitee”).
Warrant Agent AgreementWarrant Agent Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2022 (the “Issuance Date”) is between Jeffs’ Brands Ltd, an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Warrant Agent AgreementWarrant Agent Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2022 (the “Issuance Date”) is between Jeffs’ Brands Ltd, an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 30 day of April 2024 between Jeffs’ Brands Ltd. (the “Company”) and XYLO TECHNOLOGIES LTD. (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • June 26th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 30 day of April 2024 between Jeffs’ Brands Ltd. (the “Company”) and XYLO TECHNOLOGIES LTD. (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Asset Purchase Agreement (“Agreement”) is made as of the Effective Date, as defined below, by and between Beard Revive Inc (“Seller”) and Smart Repair Pro Inc (“Buyer”), collectively referred to as the (“Parties”). This Agreement is facilitated by Empire Flippers, LLC (“Broker”)
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 22 of March, 2023 by and between SciSparc Nutraceuticals Inc., whose address is 1007 N. Orange St., Wilmington, Delaware 19801 (the “Company”) and Jeffs’ Brands Ltd., company number 516356763 (the “Consultant”) (each, a “Party”, and collectively, the “Parties”).
Services AgreementServices Agreement • March 31st, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Services Agreement (this “Agreement”) is entered into as of 24 October, 2022 (the “Effective Date”) by and between Jeff’s Brands Ltd. Reg. No. 516356763, a company incorporated under the laws of the State of Israel, located at Mezada street 7, Bnei Brak 5126112 (the “Company”), and D.S. Blue White Assets (2006) Ltd., Reg. No. 513843169 of 14a Smulik Segal St., Israel 6961314 (“DS” or “Service Provider”). Each of the Company or the Service Provider may be referred to as a “Party” and collectively the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 23, 2023 (the “Effective Date”) by and between SciSparc Ltd., a company organized under the laws of the State of Israel (the “Seller”) and NewCo Inc., a company to be incorporated under the laws of the State of Delaware, as a wholly-owned subsidiary of Jeffs’ Brands Ltd, a company organized under the laws of the State of Israel (the “Purchaser” and the “Parent”, respectively, and collectively, the “Purchasers”).
LOAN AGREEMENTLoan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • Washington
If any payment is not made on time, interest will accrue daily on all past due amounts under the Loan at an annual interest rate (the “Late Interest Rate”) equal to the lesser of the Annual Interest Rate plus 2.0% or the maximum amount permitted by applicable law until those amounts are paid in full.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONPurchase Agreement • May 5th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail
On March 10, 2025, Jeffs’ Brands Ltd, or the Company, or Jeffs’ Brands, entered into a purchase agreement, or the Agreement, with Smart Repair Pro, a wholly-owned subsidiary of the Company, or Smart Repair, Pure NJ Logistics LLC, or Pure Logistics, a New Jersey limited liability company that operates a strategically located logistics center in New Jersey, and the then holders of the issued and outstanding equity interests of Pure Logistics, L.I.A. Pure Capital Ltd., Eliyahu Yoresh and Tal Yoresh, or the Sellers, pursuant to which, at the closing (the “Closing”), the Sellers sold to Smart Repair, and Smart Repair purchased from the Sellers, all of the issued and outstanding equity interests of Pure Logistics, for an aggregate purchase price of approximately $2.6 million, or the Acquisition. The Closing occurred on March 18, 2025 or the Closing Date.
AEGIS CAPITAL CORP.Placement Agent Agreement • January 29th, 2024 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
The purpose of this placement agent agreement (this “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Jeffs’ Brands Ltd (collectively, with its subsidiaries and controlled affiliates, the “Company”) of its Ordinary Shares, Warrants to purchase Ordinary Shares, and Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on
Unsecured Loan AgreementUnsecured Loan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This agreement has been signed and will be valid as of the 1 July, 2021 by and between Smart Repair Pro Inc. registration number C4094119 whom is incorporated in California (“Borrower”) and Tamrid Ltd. Company number 513258624 (“Lender”).
ADDENDUM NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail
THIS ADDENDUM NO. 1 (this “Addendum”), dated as of March 22, 2023, to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of February 23, 2023, is entered into by and among SciSparc Ltd., a company incorporated under the law of the State of Israel (“Seller”), Jeffs’ Brands Holdings Inc., a company incorporated under the laws of the State of Delaware, a wholly-owned subsidiary of Jeffs’ Brands Ltd., a company incorporated under the law of the State of Israel and Jeffs’ Brands Ltd. (the “Purchaser” and the “Parent”, respectively, and collectively, the “Purchasers”).
JEFFS’ BRANDS LTD Convertible Promissory NoteConvertible Note • January 22nd, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail
FOR VALUE RECEIVED, JEFFS’ BRANDS LTD, a company incorporated under the laws of the State of Israel (the “Company”), hereby promises to pay to the order of L.I.A. Pure Capital Ltd., or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”) and the Payment Premium, as applicable, in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section (12). The Issuance Date is the date of the first issuance of this Convertible Promissory Note
WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • November 28th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ________________ or his assigns (the “Holder”) is entitled, upon the terms and 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 the close of business on August 30, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jeffs’ Brands Ltd, an Israeli company (the “Company”), up to 30,048 ordinary shares, no par value of the Company (the “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).
Re: Fort Products Ltd. (“Fort”)Securities Purchase Agreement • April 1st, 2024 • Jeffs' Brands LTD • Retail-miscellaneous retail
Reference is made to that certain Securities Purchase Agreement, dated as of March 2, 2023 (the “SPA”), by and between Jeffs’ Brands Ltd (the “Company”) and the Sellers. Capitalized terms not defined herein shall have the meanings ascribed in the SPA.
Consultancy Agreement This agreement is dated March 9, 2023 PARTIESConsultancy Agreement • March 23rd, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail
This document confirms the terms of our agreement concerning the provision of your consultancy services to the Company following its acquisition by Jeff’s Brands Ltd (“Buyer”).
AEGIS CAPITAL CORP.Strategic Advisory Agreement • June 26th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • New York
This letter (the “Agreement”) constitutes the agreement between Jeffs’ Brands Ltd (the “Company”) and Aegis Capital Corp. (“Aegis”) under which Aegis (the “Advisor”) will perform the independent advisory services provided for herein on a non-exclusive basis. The Company shall also be defined to include any entities that the Company may form, merge into, be acquired by, or invest in (other than the Company’s wholly-owned operating subsidiaries). Unless this Agreement is terminated by either party pursuant to the terms hereof, the term of this Agreement shall run from the date of receipt by Aegis of the Company’s signed acceptance of this Agreement, until twelve (12) months thereafter. This Agreement may be cancelled by either party as provided in the paragraph entitled “Termination of Agreement.”
PLANTIFY FOODS, INC. and JEFFS’ BRANDS LTD and SMART REPAIR PRO SHARE PURCHASE AGREEMENT APRIL 29, 2025Share Purchase Agreement • June 26th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:
DATED MARCH 2, 2023 (1) CRAIG PHILIP DAVIES and (2) SARAH JANE DAVIES- BROADHURST and (3) JEFFS BRANDS LTD. SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 7th, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 26, 2025, is between Jeffs’ Brands Ltd a company incorporated under the laws of the State of Israel, with principal executive offices located at 7 Mezada Street, Bnei Brak 5126112, Israel (the “Company”), and L.I.A. Pure Capital Ltd. (the “Buyer”).
and FORT PRODUCTS LIMITED SHARE PURCHASE AGREEMENT FEBRUARY 6, 2025Share Purchase Agreement • March 31st, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:
WAREHOUSING SERVICES AGREEMENT Between Pure NJ Logistics LLC, a New Jersey corporation (“Warehouse”) and Smart Repair Pro INC (“Customer”).Warehousing Services Agreement • November 28th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
CHARGES/BILLING - As consideration for such services, Customer shall pay to Warehouse the rates, fees and charges listed on the time of the contract, use or privilege or, other taxes imposed by any federal, state, or local government and any other amounts owed to Warehouse under this Agreement, all in full, without any offset amounts for any discounts, claims, or billing disputes, within (15) days of Warehouse invoice date. If Customer wishes to dispute any charges or has any claims against Warehouse, the parties shall work together to promptly resolve such dispute, but in any event any disputes shall be handled in accordance with the terms of this Agreement. Customer Products located in the Storage Facility, if any, may not be removed from the Storage Facility by Customer or its agents, until full payment for services, costs, and liabilities due under this Agreement is received.
LOAN AGREEMENTLoan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 5 day of July, 2021 (the “Effective Date”) by and between Smart Repair Pro Inc., a Calfornia corporation (the “Borrower”) and M.R.M Merhavit Holdings and Management Ltd. an Israeli Corporation (the “Lender”).
ASSIGNMENT AGREEMENTAssignment Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Assignment Agreement (this “Agreement”) is made as of May 3, 2022 (the “Effective Date”), by and between Smart Repair Pro Inc, with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignor”), and Jeffs’ Brands Ltd., with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignee”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
Services AgreementServices Agreement • July 24th, 2025 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Services Agreement (this “Agreement”) is entered into as of July 21, 2025 (the “Effective Date”) by and between Jeffs’ Brands Ltd Reg. No. 516356763, a company incorporated under the laws of the State of Israel, located at Mezada street 7, Bnei Brak 5126112 (the “Company”), and Mr. Eliyahu Haim Zamir, ID. No. 024570582 of 5, Aharon David Gordon St., Tel Aviv Israel 6340705 (“Eli Zamir” or “Service Provider”). Each of the Company or the Service Provider may be referred to as a “Party” and collectively the “Parties”.