UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
The undersigned, Inspira Technologies Oxy B.H.N. Ltd., an Israeli company (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter the “Representative”) 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:
INSPIRA TECHNOLOGIES OXY B.H.N. LTD. Ordinary Shares (no par value per share) Sales AgreementSales Agreement • April 4th, 2023 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
Inspira Technologies Oxy B.H.N., Ltd., an Israeli company (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2023 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 26, 2023, between Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State 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”).
ORDINARY SHARE PURCHASE WARRANT INSPIRA TECHNOLOGIES OXY B.H.N. LTD.Ordinary Share Purchase Warrant • December 27th, 2023 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 8th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2021 (the “Issuance Date”) is between Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT Inspira Technologies OXY B.H.N. Ltd.Warrant Agreement • December 27th, 2023 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ 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).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT INSPIRA TECHNOLOGIES OXY B.H.N. LTD.Pre-Funded Ordinary Share Purchase Warrant • June 17th, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State of Israel (the “Company”), up to _______ 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).
ORDINARY SHARES PURCHASE WARRANT Inspira Technologies Oxy B.H.N. Ltd.Ordinary Shares Purchase Warrant • June 8th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
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 [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), up to [ ] (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Share. 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT INSPIRA TECHNOLOGIES OXY B.H.N. LTD.Placement Agent Agreement • May 9th, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ 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).
Indemnification AgreementIndemnification Agreement • March 12th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
This Indemnification Agreement (this “Agreement”) is made as of ___________, 2021, by and between Inspira Technologies OXY B.H.N. Ltd., a company organized and existing under the laws of Israel (the “Company”) and ____________ I.D. No / Passport No ____________ (“Indemnitee”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 28th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2021 (the “Issuance Date”) is between Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • June 28th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
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 [ ] [ ], 20212 (the “Initial Exercise Date”) and prior to [ ] [ ], 20263 at 5:00 p.m. (New York time) (the “Termination Date”) but not thereafter, to subscribe for and purchase from INSPIRA TECHNOLOGIES OXY B.H.N. LTD., an Israeli company (the “Company”), up to [______]4 ordinary shares par value NIS 0.125 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE ORDINARY SHARES INSPIRA TECHNOLOGIES OXY B.H.N. LTD.Warrant Agreement • May 9th, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Talniri Ltd registration number 516265006 or its assigns (the “Holder”), upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after May 20, 2024 (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on November 20, 2024 (or the six month anniversary of the Initial Exercise Date) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., an Israeli corporation (the “Company”), up to 220,000 Ordinary Shares (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF AMENDMENT NO. 1 TO WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 25th, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO WARRANT AGENT AGREEMENT (this “Amendment”), is made and entered into as of August 8, 2022, by and among Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC, as warrant agent (“VStock”), and American Stock Transfer & Trust Company, LLC (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement (as defined below).
ContractSafe (Simple Agreement for Future Equity) • March 12th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • New York
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAW 5728 – 1968, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS (THE “SECURITIES LAW”). THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE SECURITIES LAW PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • June 28th, 2021 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus • Tel-Aviv
THIS SHAREHOLDER LOAN AGREEMENT (this “Agreement”) is made as of the 01 day of March 2018 (“Effective Date”), by and among ClearX Medical Ltd. an Israeli company with registration number 51-580649-5 (the “Company”) and Mr. Dagi Ben-Noon ID 033420969 (the “Lender”).
