NeuroSense Therapeutics Ltd. Sample Contracts

NEUROSENSE THERAPEUTICS LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ____, 2021 WARRANT AGENCY AGREEMENT
Warrant 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

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NeuroSense Therapeutics Ltd. Attention: Alon Ben-Noon Building B 11 HaMenofim Street Herzliya 4672562 Dear Mr. Ben-Noon
Placement Agent Agreement • June 23rd, 2023 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best-efforts” basis, in connection with the proposed placement (the “Placement”) of (i) ordinary shares (the “Shares”) of the Company, no par value (the “Ordinary Shares”), (ii) warrants to purchase Ordinary Shares (the “Warrants”) and (iii) pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants” and together with the Ordinary Shares and Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitute

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ORDINARY SHARE PURCHASE WARRANT Neurosense therapeutics ltd.
Ordinary Share Purchase Warrant • December 6th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company incorporated under the laws of Israel (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary 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 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 Warr

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NEUROSENSE THERAPEUTICS LTD. ORDINARY SHARES SALES AGREEMENT
Sales 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:

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STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 31st, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 31, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NEUROSENSE THERAPEUTICS LTD., a company incorporated under the laws of the State of Israel (the “Company”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • November 19th, 2021 • NeuroSense Therapeutics Ltd. • 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.

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Capital on Demand™ Sales Agreement
Capital on Demand Sales Agreement • August 16th, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

NeuroSense Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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FORM OF PRE-FUNDED Ordinary Shares PURCHASE WARRANT NeuroSense Therapeutics Ltd.
Pre-Funded Ordinary Shares Purchase Warrant • June 23rd, 2023 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations

THIS PRE-FUNDED 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”) until this Warrant is exercised in full (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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 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”).

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NeuroSense Therapeutics Ltd. Attention: Alon Ben-Noon Building B
Placement Agreement • April 12th, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
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FORM OF ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.
Form of Ordinary Shares • April 12th, 2024 • NeuroSense Therapeutics Ltd. • 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).

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UNDERWRITER’S PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.
Underwriter's Purchase Warrant • November 19th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

This UNDERWRITER’S 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company incorporated under the laws of Israel (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 7th, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 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”).

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SHARE PURCHASE AGREEMENT1
Share Purchase Agreement • 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”).

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Contract
Safe • October 18th, 2021 • NeuroSense Therapeutics Ltd. • 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.

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ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.
Ordinary Shares Purchase Warrant • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • 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 __________, 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).

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ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.
Ordinary Shares Purchase Agreement • August 7th, 2024 • NeuroSense Therapeutics Ltd. • 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 August [ ], 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).

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SHARE PURCHASE AGREEMENT
Share 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”).

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PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.
Pre-Funded Ordinary Security Agreement • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations

THIS PRE-FUNDED 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”) until this Warrant is exercised in full (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).

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