FORM OF ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.NeuroSense Therapeutics Ltd. • April 12th, 2024 • 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 April 15, 2029 (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. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ____, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 19th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of ___, 2021 (“Agreement”), between NeuroSense Therapeutics Ltd., a corporation organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, 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”).
NeuroSense Therapeutics Ltd. Attention: Alon Ben-Noon Building BNeuroSense Therapeutics Ltd. • April 12th, 2024 • Pharmaceutical preparations • New York
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”).
NEUROSENSE THERAPEUTICS LTD. ORDINARY SHARES SALES AGREEMENTSales Agreement • April 14th, 2023 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
UNDERWRITING AGREEMENTNeuroSense Therapeutics Ltd. • November 19th, 2021 • Pharmaceutical preparations • New York
The undersigned, NeuroSense Therapeutics Ltd., a company incorporated under the laws of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroSense Therapeutics Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [__], 2021, is entered into by and between NeuroSense Therapeutics Ltd., an Israeli company whose address is Medinat ha-Yehudim Street 85, Herzliya 4676670 Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
SHARE PURCHASE AGREEMENT1Share Purchase • October 18th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), is made as of this [ ] day of [ ], [ ], by and between NeuroSense Therapeutics Ltd., a company registered under the laws of the State of Israel, having its principal place of business at [ ], Israel (the “Company”) and [ ], Israeli I.D. no. [ ], residing at [ ] (the “Investor”).
ContractNeuroSense Therapeutics Ltd. • October 18th, 2021 • Pharmaceutical preparations
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 18th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • Tel-Aviv
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), is made as of this 25 day of February, 2018, by and between NeuroSense Therapeutics Ltd., a company registered under the laws of the State of Israel, having its principal place of business at [ ], Israel (the “Company”), and the investors listed under Exhibit A attached hereto (the “Investors”).
