PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDJeffs' Brands LTD • August 16th, 2022 • 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
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”).
ContractJeffs' Brands LTD • May 5th, 2022 • 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
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”).
ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDJeffs' Brands LTD • August 16th, 2022 • 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 LTDJeffs' Brands LTD • July 14th, 2022 • 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).
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”).
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”).
CONSULTING AGREEMENTConsulting Agreement • April 10th, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 26 day of October 2022 between Jeffs Brands Ltd., whose address is at HaNechoshet St 3, Tel Aviv 6971068, Israel (the “Company”) and L.I.A. Pure Capital Ltd., whose address is at 20 Raoul Wallenberg Street, Tel Aviv 6971916, Israel (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”).
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.
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”).
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2024 • Jeffs' Brands LTD • Retail-miscellaneous retail • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 26 day of October 2022 between Jeffs Brands Ltd., whose address is at HaNechoshet St 3, Tel Aviv 6971068, Israel (the “Company”) and L.I.A. Pure Capital Ltd., whose address is at 20 Raoul Wallenberg Street, Tel Aviv 6971916, Israel (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.
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”).
ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDJeffs' Brands LTD • May 5th, 2022 • 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
WARRANT TO PURCHASE ORDINARY SHARESJeffs' Brands LTD • November 28th, 2022 • 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”)Jeffs' Brands LTD • April 1st, 2024 • 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”).
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
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”).
AEGIS CAPITAL CORP.Personal and Confidential • 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
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”).
LOAN AGREEMENT THIS LOAN AGREEMENT DATED THIS 23th OF May, 2019 BETWEEN: AND Smart Repair Pro Register no. 823875943 1466 Stoneridge mall Rd. Pleasanton, Ca (the "borrower")Loan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
IN CONSIDERATION OF the lender loaning certain monies (the "loan" to the borrower, and the borrower repaying the loan to the lender, both parties agree to keep and fulfill the promises and conditions set out in this agreement:
Second Amendment to Unsecured Loan Agreement Signed between the parties on November 23, 2021Unsecured Loan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
Whereas on July 1, 2021 a loan agreement was entered into between Smart Repair Pro, registration number C4094119, a company incorporated in California (“borrower”), and M.R.M Merchavit Achzakot Ve’nihul Ltd. company number 513142562, pursuant to which lender loaned to borrower in aggregate of $375,000, as amended for the first time on July 13, 2021 (“Loan Agreement”);
First Amendment to an Unsecured Loan Agreement Signed between the parties on July 13, 2021An Unsecured Loan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
WHEREAS, on July 1, 2021 it was signed by and between Smart Repair Pro Inc. registration number C4094119 whom is incorporated in California (“Borrower”) and Tamrid Ltd. Company number 513258624 (“Lender”). (the “Loan Agreement”);
Services AgreementServices Agreement • November 28th, 2022 • 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”.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of the 13 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”).
DATED MARCH 9, 2023 and and SETTLEMENT AGREEMENT WITHOUT PREJUDICE AND SUBJECT TO CONTRACTSettlement Agreement • March 23rd, 2023 • Jeffs' Brands LTD • Retail-miscellaneous retail • England and Wales
AMENDMENT TO CONSULTANCY AGREEMENTConsultancy Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Amendment the Services Agreement (the “Amendment”) is made as of May 4, 2022, by and between Jeffs’ Brands Ltd., a company organized under the laws of the State of Israel (the “Company”) and Mr. Viki Hackmon (the “Consultant”).
Second Amendment to Unsecured Loan Agreement Signed between the parties on November 23, 2021Unsecured Loan Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
Whereas on July 1, 2021 a loan agreement was entered into between Smart Repair Pro, registration number C4094119, a company incorporated in California (“borrower”), and Tamrid Ltd., company number 513258624, pursuant to which lender loaned to borrower in aggregate of $375,000, as amended on July 13, 2021 (“Loan Agreement”);
