UNDERWRITING AGREEMENT between Save foods, inc. and ThinkEquity LLC as Representative of the Several UnderwritersUnderwriting Agreement • August 18th, 2022 • Save Foods Inc. • Agricultural chemicals • New York
The undersigned, Save Foods, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Save Foods, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative” or “ThinkEquity”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 18th, 2022 • Save Foods Inc. • Agricultural chemicals
THIS WARRANT TO PURCHASE COMMON STOCK (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 [______], 2023, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on, [_____], 2027, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Save Foods, Inc., a Delaware corporation (the “Company”), up to [_____]1 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 26th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 22, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SAVE FOODS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SAVE FOODS, INC. (the “Corporation”)Warrant Agreement • June 29th, 2020 • Save Foods Inc. • Agricultural chemicals
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, ________________ (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 _________ , 2020 (the “Initial Exercise Date”), and on or prior to the close of business 36 (thirty-six) months following the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from the Corporation, up to ________ shares of Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 23, 2020, by and among Save Foods, Inc., a Delaware corporation (the “Company”) and Medigus Ltd., a company organized under the laws of the state of Israel (the “Investor”).
SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This Services Agreement (the “Agreement”) is made and entered into this 10 day of October 2018, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the “Company”), and Mr. Dan Sztybel (“Sztybel”) on behalf of a company under his control, Dan Sztybel Consulting Group Ltd., Israeli ID No. 313935561residing at Kazan 2/3, Raanana, Israel (the “Contractor”).
CONSULTING AGREEMENTConsulting Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals • New York
This CONSULTING AGREEMENT (this “Agreement”) is made and entered as of November 1, 2020 (the “Effective Date”), by and between Save Foods, Inc., a Delaware corporation (the “Company”), and S.T. Sporting (1996) Ltd. (the “Consultant”). Each of the Company and the Consultant shall additionally be referred to herein as a “Party” and collectively, the “Parties”.
Corporate Advisory Consulting AgreementCorporate Advisory Consulting Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals • New York
This Corporate Advisory Consulting Agreement (this “Agreement”), is made as of August 30, 2017, between Save Foods, Inc., a Delaware corporation, having its principal place of business located at C.O: Earthbound LLC, 156 Fifth Avenue, Floor 10, New York, NY 10010-7751156 USA (the “Company”) and Goldmed Ltd. an cornpany organized under the laws of the state of Israel, having an address Herzl Rosenblum St 6 Tel Aviv, Israel under the control of Prof. Benad Goldwassr (the “Consultant”), the Company and the Consultant are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • N2OFF, Inc. • Agricultural chemicals • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2024 by and among N2OFF, Inc., a Nevada corporation, with headquarters located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2024 • N2OFF, Inc. • Agricultural chemicals
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2024, by and among N2OFF, Inc., a corporation incorporated in Nevada, with headquarters located at HaPardes 134 (Meshek Sander), Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
AGREEMENT OF MERGER OF SAVE FOODS, INC. AND SAVE FOODS, INC.Merger Agreement • November 9th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS AGREEMENT OF MERGER (this “Agreement”) is entered into by and between Save Foods, Inc., a Delaware corporation (“Parent”) and Save Foods, Inc., a Nevada corporation (“Subsidiary”), as of the 6th day of November, 2023.
Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential, and such information has been marked at the appropriate place with [***]....Stock Exchange Agreement • July 12th, 2023 • Save Foods, Inc. • Agricultural chemicals
This STOCK EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2023 (the “Effective Date”) by and between Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo”). Save Foods, Yaaran and NewCo (upon its formation) are each a “Party” and collectively, the “Parties”).
addendum no. 1 to SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This addendum, dated May 5, 2019 (the “Addendum”) constitutes addendum no. 1 to that certain Services Agreement dated October 10, 2018 (hereinafter, the “Agreement”), by and between Pimi Agro Cleantech Ltd., company number 51-349712-3 (“Company”), and Dan Sztybel, ID No. 313935561, on behalf of a company under his control, Dan Sztybel Consulting Group Ltd. (the “Contractor”).
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Commission Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This commission agreement (the “Agreement”), is effective as of September 22, 2020 (“Effective Date”) by and between Earthbound Technologies, LLC, having its principal place of business at 156 Fifth Avenue, 10th Floor, New York, NY 10010 (together with its affiliates, shareholders, or assigns, “EBT”) and Save Foods Ltd., having its principal place of business at 20 Raoul Wallenberg St., Tel-Aviv, Israel (“Save Foods” or the “Company”).
SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This Services Agreement (the “Agreement”) is made and entered into this 15 day of January 2019, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the “Company”), and NSNC Consulting Ltd., a company organized and registered under the laws of the State of Israel, company number No. 512422973, with address at Aharon Beker 4A/8, Tel Baruch, Tel Aviv Israel (the “Contractor”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • November 18th, 2024 • N2OFF, Inc. • Agricultural chemicals • British Columbia
PLANTIFY FOODS, INC., a company incorporated under the laws of the Province of British Columbia, having an office at 2264 East 11th Avenue, Vancouver, British Columbia V5N 1Z6
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 6th, 2023 • Save Foods Inc. • Agricultural chemicals • New York
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 31, 2023 by and among Save Foods, Inc., a Delaware corporation, with an office address of HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“Save Foods”) and Plantify Foods, Inc., a British Columbia company, with an office address of 2264 East 11th Avenue, Vancouver, Canada (“Plantify”). Save Foods and Plantify are each a “Party” and collectively, the “Parties”.
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Distribution Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This DISTRIBUTION AGREEMENT (this “Agreement”) is made as of September 22nd, 2020 (the “Effective Date”), by and between Save Foods Ltd., a company incorporated in the State of Israel, with registered offices at 20 Raoul Wallenberg, Tel Aviv, Israel (the “Company”) and Safe-Pack Products Ltd., a company incorporated in the State of Israel, with registered offices at 7 Astoria St. Hadera, Israel and its Affiliates (the “Distributor”) (each of Company and Distributor may also be referred to as a “Party” and together, the “Parties”).
SECOND AMENDMENT TO THE STOCK EXCHANGE AGREEMENTStock Exchange Agreement • August 16th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS SECOND AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo” and “Second Amendment”, respectively), is made as of August 13, 2023, which are parties to that certain Stock Exchange Agreement, dated July 11, 2023, as amended on July 24, 2023 (the “Original Agreement” and the “First Amendment”, which together shall be referred to as the “Agreement”).
FACILITY AGREEMENTFacility Agreement • October 2nd, 2024 • N2OFF, Inc. • Agricultural chemicals
THIS FACILITY AGREEMENT (the “Agreement”) is made as of October 1, 2024, by and between L.I.A. Pure Capital Ltd., company no. 514408715, or such other party as shall be designated by L.I.A. Pure Capital Ltd. (the “Lender”) and N2OFF, Inc. (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually each a “Party”).
FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENTStock Exchange Agreement • July 28th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo” and “Amendment”, respectively), is made as of July 24, 2023, which are parties to that certain Stock Exchange Agreement, dated July 11, 2023 (the “Agreement”).
addendum no. 1 to SERVICES AGREEMENTServices Agreement • September 26th, 2019 • Save Foods Inc.
This addendum, dated May 5, 2019 (the “Addendum”) constitutes addendum no. 1 to that certain Services Agreement dated October 10, 2018 (hereinafter, the “Agreement”), by and between Pimi Agro Cleantech Ltd., company number 51-349712-3 (“Company”), and Dan Sztybel, ID No. 313935561, on behalf of a company under his control, Dan Sztybel Consulting Group Ltd. (the “Contractor”).
LOAN AND PARTNERSHIP AGREEMENTLoan and Partnership Agreement • July 31st, 2024 • N2OFF, Inc. • Agricultural chemicals
This Agreement (the “Agreement”) is effective as of July 31, 2024 (the “Effective Date”) by and between Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG, a German Partnership, registered in the commercial register of the local court of Coburg under No. HRA 5449 (the “Partnership”), wholly owned by Solterra Renewable Energy Ltd., an Israeli company number 516641602 with its address located at 6l Jabotinsky Street, B.S.R Tower l, Petach Tikva, Israel (the “Company”) and the lenders, severally and not jointly, who will provide the Partnership an aggregate loan amount pursuant to such allocations as set forth in Schedule A (the “Lenders”). The Partnership and the Lenders referred to collectively as the “Parties” and individually as a “Party”.
