PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT JEFFS’ BRANDS LTDJeffs' Brands LTD • May 5th, 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
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 • May 5th, 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 two (2) warrants to purchase one Ordinary Share each, 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 two Warrants (each, a “Closing Pre-funded Unit”). The Ordinary Shares referred to in this Paragraph are hereinafter referr
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”).
Indemnification AgreementIndemnification Agreement • May 5th, 2022 • Jeffs' Brands LTD • Retail-miscellaneous retail
This Indemnification Agreement (this “Agreement”) is made as of ___________, 2021, by and between Jeffs’ Brands Ltd., a company organized and existing under the laws of Israel (the “Company”) and ____________ (“Indemnitee”).
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”).
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”)
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”).
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
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”).
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”);
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”).
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”);
