0001213900-26-097444 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2026 • Polyrizon Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 3, 2026, between Polyrizon Ltd., an Israel corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • September 4th, 2026 • Polyrizon Ltd. • Surgical & medical instruments & apparatus • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Registered Direct and PIPE Offering (the “Placement”) by Polyrizon Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of (i) its Ordinary Shares and/or pre-funded warrants to purchase its Ordinary Shares registered under the Existing Shelf (as defined below), and (ii) unregistered pre-funded warrants and unregistered common warrants to purchase its Ordinary Shares issued in a concurrent private placement (collectively, the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2026 • Polyrizon Ltd. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 3, 2026, between Polyrizon Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PIPE PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES POLYRIZON LTD.Pipe Pre-Funded Warrant • September 4th, 2026 • Polyrizon Ltd. • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (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 until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Polyrizon Ltd., an Israeli corporation (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). Subject to the provisions of Section 2.3, the purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
PIPE COMMON WARRANT TO PURCHASE ORDINARY SHARES POLYRIZON LTD.Pipe Common Warrant • September 4th, 2026 • Polyrizon Ltd. • Surgical & medical instruments & apparatus • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on August 18, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Polyrizon Ltd., an Israeli corporation (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). Subject to the provisions of Section 2.3, the purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.