UNDERWRITING AGREEMENT between ALCOBRA LTD. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ALCOBRA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2013 • Alcobra Ltd. • Pharmaceutical preparations • New York
The undersigned, Alcobra Ltd., a corporation incorporated under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Alcobra Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:
EMPLOYMENT AGREEMENT ANDEmployment Agreement • April 25th, 2013 • Alcobra Ltd. • Pharmaceutical preparations
Now therefore, in considerations of the mutual promises and agreements, the parties hereto agree, declare and stipulate as follows:
Form of Representative’s Warrant AgreementAlcobra Ltd. • April 25th, 2013 • Pharmaceutical preparations • 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 THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
