BRAINSWAY LTD. 4,622,000 American Depositary Shares Representing an Aggregate of 9,244,000 Ordinary Shares (par value NIS 0.04 per share) Underwriting AgreementUnderwriting Agreement • February 25th, 2021 • Brainsway Ltd. • Surgical & medical instruments & apparatus • New York
The ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement to be dated on or prior to April 22, 2019 (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Offered Shares pursuant to this Agreement, deposit, on behalf of the Underwriters, the Ordinary Shares being delivered in the form of the Offered Shares with Bank Leumi as custodian (the “Custodian”) for the Depositary, which shall deliver the Offered Shares to the Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. Unless the context otherwise requires, each reference to the Offered Shares or ADSs herein also includes the Ordinary Shares and the ADRs evidencing such ADSs.
