UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
The undersigned, Inspira Technologies Oxy B.H.N. Ltd., an Israeli company (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter 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:
ORDINARY SHARES PURCHASE WARRANT Inspira Technologies Oxy B.H.N. Ltd.Inspira Technologies OXY B.H.N. LTD • June 8th, 2021 • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ]. or its 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 on or prior to 5:00 p.m. (New York City time) on [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), up to [ ] (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Share. 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
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 8th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2021 (the “Issuance Date”) is between Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
