SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2018 • Ability Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November [___], 2018, is between Ability Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT ABILITY INC.Ordinary Share Purchase Warrant • January 10th, 2019 • Ability Inc. • Communications equipment, nec • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alexander Aurovsky, 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 January 10, 2024 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ability Inc., a Cayman Islands exempted company (the “Company”), up to 226,426 Ordinary Shares, $0.001 par value (the “Ordinary Share(s)”) (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).
STRICTLY CONFIDENTIAL Ability Inc. Yad Harutzim 14 Tel Aviv, Israel, 6770007 Attn: Anatoly Hurgin, Chief Executive OfficerExclusive Agency Agreement • August 16th, 2018 • Ability Inc. • Communications equipment, nec • New York
This letter agreement (this “Agreement”) constitutes the agreement between Ability Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connecti
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2018 • Ability Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2018, between Ability Inc., a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ABILITY INC.Pre-Funded Ordinary Share Purchase Warrant • November 21st, 2018 • Ability Inc. • Communications equipment, nec • New York
THIS PRE-FUNDED ORDINARY SHARE 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”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Ability Inc., a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares, $0.001 par value (the “Ordinary Share(s)”) (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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT ABILITY INC.Placement Agent Agreement • October 29th, 2018 • Ability Inc. • Communications equipment, nec
THIS ORDINARY SHARE 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 August 16, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 14, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ability Inc., a Cayman Islands company (the “Company”), up to [___] Ordinary Shares, $0.001 par value (the “Ordinary Share(s)”) (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 is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of August 6, 2018.
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2015 • Cambridge Holdco Corp.
THIS AGREEMENT is entered into as of September 6, 2015 (the “Effective Date”) by and between Ability Computer and Software Industries Ltd. (the “Company”) and Alexander Aurovsky Israeli ID No. of [Address] (the “Employee”).
ABILITY INC. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • April 23rd, 2019 • Ability Inc. • Communications equipment, nec
This Restricted Share Agreement (this “Agreement”) is made and entered into as of April 17, 2019 (the “Grant Date”) by and between Ability Inc., a Cayman Islands exempted company with its main place of business at 14 Yad Harutzim, Tel Aviv, Israel, 6770007 (the “Company”) and Anatoly Hurgin, holder of ID No. 306908641 of 10 Heharuv, Caesarea, Israel (the “Participant”).
SERVICES AGREEMENTServices Agreement • January 15th, 2019 • Ability Inc. • Communications equipment, nec
This Services Agreement (this “Agreement”) is entered into on January 15, 2019, and is made effective as of January 1, 2019 (the “Effective Date”), by and between [***] (the “Provider”), and TELCOSTAR PTE, LTD., a company organized and existing under the laws of Singapore (“Recipient”) as an amendment and restatement to that certain Contract for Production between Provider and Recipient, dated as of March 1, 2016 (the “Production Contract”). Each of the foregoing parties is referred to herein as a “Party” and together as the “Parties”.
RESELLER AGREEMENTReseller Agreement • May 2nd, 2016 • Ability Inc. • Communications equipment, nec
THIS AGREEMENT (the "Agreement") is made and entered into as of this 20th day of October 2015 (the "Effective Date") by and between [*], a company organized and existing under the laws of Singapore (“[*]”), and Ability Computers and Software Industries Ltd. (“ABILITY”), a company organized and existing under the laws of Israel and maintaining its principal place of business at 14 Yad Harutzim Street, Tel Aviv, Israel (“RESELLER”).
Unprotected Rental Contract Drafted and signed in Tel Aviv onRental Contract • September 17th, 2015 • Cambridge Holdco Corp.
Whereas: The Lessor owns the rights to all of the office area on the seventh floor in a building that is located at 14 Yad Harutzim St. in Tel Aviv; and
Share Purchase AgreementShare Purchase Agreement • September 17th, 2015 • Cambridge Holdco Corp.
This Share Purchase Agreement (this “Agreement”) is entered into as of the 6th day of September, 2015 by and among Ability Security Systems Ltd., Company Registration Number 514020205 of 14 Zalman Shneor St. Ramat Hasharon , Israel (“ASM or the “Company”) Eyal Tzur, Israeli ID Number 022467419, the sole shareholder and owner of ASM (“ASM SH” or the “Seller”), Ability Computer and Software Industries Ltd., a company incorporated under the laws of the State of Israel (“Ability”), Anatoly Hurgin, an individual and one of two shareholders of Ability, Alexander Aurovsky, an individual and the other shareholder of Ability (jointly the “Ability Shareholders”) and Cambridge Capital Acquisition Corporation (“Cambridge”) and Cambridge Holdco Corp (“Buyer” or “Surviving Pubco”)). Each may be referred to as a “Party” and collectively referred to as “Parties”.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT between ABILITY INC. and andStock Purchase Agreement • January 15th, 2019 • Ability Inc. • Communications equipment, nec
This Amended and Restated Stock Purchase Agreement (this “Agreement”), dated as of January 15, 2019, is entered into between [***] (“Seller”), Ability Inc., a company incorporated under the laws of the Cayman Islands (“Buyer”) and, with respect to Section 2.05 to this Agreement, TELCOSTAR PTE. LTD., a company organized and existing under the laws of Singapore (the “Company”).
Amendment to Escrow Agreement made and entered into this __ day of November 2017 BY AND AMONG:Escrow Agreement • November 13th, 2017 • Ability Inc. • Communications equipment, nec
Ability Inc. (previously known as Cambridge Holdco Corp., Company Number 303448 a Cayman Islands company (hereinafter referred to as the “Company”) of the second part;
SERVICES AGREEMENTServices Agreement • June 15th, 2020 • Ability Inc. • Communications equipment, nec
This Services Agreement (this “Agreement”) is entered into on October 1, 2019 and is made effective as of November 1, 2019 (the “Effective Date”), by and between [ * * * ] (the “Provider”), and TELCOSTAR PTE, LTD., a company organized and existing under the laws of Singapore and Ability Computer & Software Industries Ltd, a company organized and existing under the laws of the State of Israel (each and both of them “Recipient”). Each of the foregoing parties is referred to herein as a “Party” and together as the “Parties”.
JV PURCHASE PRICE ESCROW AGREEMENTEscrow Agreement • May 2nd, 2016 • Ability Inc. • Communications equipment, nec • New York
ESCROW AGREEMENT (“Agreement”) dated December __, 2015 by and among Cambridge Holdco Corp., a Cayman Islands company (“Holdco”), Benjamin Gordon (the “Representative”), as the representative of Surviving Pubco (as defined below) immediately prior to the Effective Time (as defined in the Reorganization Agreement), Ability Security Systems Ltd., an Israeli company (“ASM”), Eyal Tzur, the sole shareholder and owner of ASM (“ASM SH”), each of the undersigned former holders (the “Stockholders”) of the outstanding capital stock of Ability Company & Software Industries Ltd., an Israeli company (the “Company”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • September 17th, 2015 • Cambridge Holdco Corp.
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 6, 2015, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco Corp. (“Holdco”), Ability Computer & Software Industries Ltd. (the “Company”), and each of the persons or entities listed under the caption “Signing Securityholders” on the signature page thereto, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
Agreement Made and entered into in Tel Aviv this ___ day of February in the year 2022Agreement • March 2nd, 2022 • Ability Inc. • Communications equipment, nec
(Ability Industries, Ability Security and Telcostar shall hereinafter collectively be referred to as: the “Subsidiaries”; Public Ability collectively with the Subsidiaries shall hereinafter be referred to as: the “Arrangement Companies”)
LOCK-UP AGREEMENTLock-Up Agreement • September 17th, 2015 • Cambridge Holdco Corp.
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 6, 2015, by and among Cambridge Capital Acquisition Corporation (“Cambridge”), Cambridge Holdco Corp. (“Holdco”), Ability Computer & Software Industries Ltd. (the “Company”), and each of the persons or entities listed under the caption “Signing Securityholders” on the signature page thereto, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
Conversion AgreementConversion Agreement • December 28th, 2018 • Ability Inc. • Communications equipment, nec • New York
This agreement (the “Agreement”) is made and entered into as of 27 December 2018 (the “Effective Date”) by and among Alexander Aurovsky (“Mr. Aurovsky”), Anatoly Hurgin (“Mr. Hurgin”), Ability Inc., company number 303448, a Cayman Islands company (the “Company”) and Ability Computer & Software Industries Ltd., company number 511911182, a company incorporated in the State of Israel (the “Subsidiary”).
