Silentium Ltd. Sample Contracts
Effective Date: October 20, 2022Warrant Agreement • June 8th, 2026 • Silentium Ltd. • Services-prepackaged software
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IF AT THAT TIME ANY SECURITIES OF THE CORPORATION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR PROSPECTUS FILING THEREUNDER OR EXEMPTIONS FROM SUCH REGISTRATION AND PROSPECTUS REQUIREMENTS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SILENTIUM LTD. SERIES C PREFERRED SHARE PURCHASE AND RECAPITALIZATION AGREEMENTSeries C Preferred Share Purchase Agreement • June 8th, 2026 • Silentium Ltd. • Services-prepackaged software
This SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) effective as of September 5, 2024 (the “Effective Date”) by and between Silentium Ltd, a private company incorporated under the laws of the State of Israel (the “Company”), and the purchasers whose names are set forth in Exhibit A and Exhibit A-1 attached hereto (each a “Purchaser” and together the “Purchasers”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 8th, 2026 • Silentium Ltd. • Services-prepackaged software
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 5 day of September, 2024 by and among Silentium Ltd., an Israeli company (the “Company”), those certain holders of Series Preferred A SharesB-1 Preferred Shares, Series B-2 Preferred Shares, and Series C Preferred Shares, listed in Schedule A hereto (the “Investors”), [and those certain holders of the Ordinary Shares of the Company listed in Schedule B hereto (“Ordinary Shareholders”).
UNDERWRITING AGREEMENT between SILENTIUM LTD. and THINKEQUITY LLC as Representative of the Several Underwriters SILENTIUM LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2026 • Silentium Ltd. • Services-prepackaged software • New York
The undersigned, Silentium Ltd., a corporation formed under the laws of the State of Israel (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Silentium Ltd. (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows: