FORM OF Ordinary Shares PURCHASE WARRANT NeuroSense Therapeutics Ltd.NeuroSense Therapeutics Ltd. • June 23rd, 2023 • Pharmaceutical preparations
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 June __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), up to ______ ordinary shares, no par value per share (the “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).
NeuroSense Therapeutics Ltd. Attention: Alon Ben-Noon Building B 11 HaMenofim Street Herzliya 4672562 Dear Mr. Ben-NoonNeuroSense Therapeutics Ltd. • June 23rd, 2023 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best-efforts” basis, in connection with the proposed placement (the “Placement”) of (i) ordinary shares (the “Shares”) of the Company, no par value (the “Ordinary Shares”), (ii) warrants to purchase Ordinary Shares (the “Warrants”) and (iii) pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants” and together with the Ordinary Shares and Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitute
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • June 23rd, 2023 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2023, between NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
