ContractParaZero Technologies Ltd. • July 19th, 2022 • Aircraft parts & auxiliary equipment, nec • 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 • July 19th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
ParaZero Technologies 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, par value NIS 0.02 per share, of the Company (the “Ordinary Shares”) and one (1) warrants to purchase one Ordinary Share, 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 one Warrant (each, a “Closing Pre-funded Unit”). The Ordinary Shares referred to in this Paragraph are hereinaft
ORDINARY SHARES PURCHASE WARRANT PARAZERO TECHNOLOGIES LTD.ParaZero Technologies Ltd. • July 19th, 2022 • Aircraft parts & auxiliary equipment, nec • 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 ParaZero Technologies 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
Warrant Agent AgreementWarrant Agent Agreement • July 19th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between ParaZero Technologies Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Warrant Agent AgreementWarrant Agent Agreement • July 19th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
