UNDERWRITING AGREEMENT betweenUnderwriting Agreement • May 1st, 2024 • Wearable Devices Ltd. • Computer communications equipment • New York
The undersigned, Wearable Devices Ltd. (the “Issuer”), a company formed under the laws of the State of Israel (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 Wearable Devices Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or 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:
ContractPurchase Warrant Agreement • April 6th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • June 7th, 2024 • Wearable Devices Ltd. • Computer communications equipment
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 6, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and WEARABLE DEVICES LTD., a company incorporated under the laws of the State of Israel (the “Company”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 12th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between [●], a [●] company (the “Company”), and Vstock Transfer, LLC (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • September 6th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
PRE-FUNDED ORDINAY SHARE PURCHASE WARRANT Wearable Devices Ltd.Pre-Funded Ordinary Share Purchase Warrant • May 1st, 2024 • Wearable Devices Ltd. • Computer communications equipment • New York
This Pre-Funded Ordinary Share Purchase Warrant (this “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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices Ltd., an Israeli company (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 2.2 below.
ORDINARY SHARES PURCHASE WARRANT WEARABLE DEVICES LTD.Ordinary Shares Purchase Warrant • September 22nd, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its registered 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 September 15, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices Ltd., an Israeli company (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). 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
ORDINARY SHARES PURCHASE WARRANT WEARABLE DEVICES LTD.Ordinary Shares Purchase Warrant • April 12th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its registered 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 _____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices Ltd., an Israeli company (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). 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
PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT WEARABLE DEVICES LTD.Pre-Funded Ordinary Shares Purchase Warrant • June 27th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its registered 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices Ltd., an Israeli company (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). 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 to
Warrant Agent AgreementWarrant Agent Agreement • April 12th, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March , 2022 (the “Issuance Date”) is between [●], a [●] company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Indemnification AgreementIndemnification Agreement • March 15th, 2022 • Wearable Devices Ltd. • Computer communications equipment
This Indemnification Agreement (this “Agreement”) is made as of ___________, 2022, by and between Wearable Devices Ltd., a company organized and existing under the laws of Israel (the “Company”) and ____________ (“Indemnitee”).
Convertible Promissory NoteConvertible Note • June 7th, 2024 • Wearable Devices Ltd. • Computer communications equipment
This Note is being issued pursuant to Section 2.05 of the Standby Equity Purchase Agreement, dated June 6, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and YA II PN, Ltd., as the Investor.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2024 • Wearable Devices Ltd. • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2024, between Wearable Devices 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”).
Underwriting AgreementUnderwriting Agreement • September 22nd, 2022 • Wearable Devices Ltd. • Computer communications equipment • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 6th, 2022 • Wearable Devices Ltd. • Computer communications equipment
This Share Purchase Agreement (this “Agreement”) is dated as of April 22, 2021, between Wearable Devices Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages of Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Pre-Funded Ordinary SHARES PURCHASE WARRANT Wearable Devices Ltd.Pre-Funded Ordinary Shares Purchase Warrant • November 27th, 2024 • Wearable Devices Ltd. • Computer communications equipment
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 Wearable Devices 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).
Underwriting AgreementUnderwriting Agreement • November 13th, 2023 • Wearable Devices Ltd. • Computer communications equipment • New York
EXHIBIT A Form of Representative’s Warrant AgreementWarrant Agreement • May 1st, 2024 • Wearable Devices Ltd. • Computer communications equipment
This Warrant to Purchase Ordinary Shares (this “Warrant”) certifies that, for value received, ThinkEquity LLC 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 [____], 2024 (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 the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices Ltd., an Israeli company (the “Company”), up to [____] ordinary shares, par value NIS 0.01 per share (“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 2.2 below. This Warrant is being issued pursuant to that certain Underwriting Agreement (as defined below).
ContractPlacement Agency Agreement • November 27th, 2024 • Wearable Devices Ltd. • Computer communications equipment • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Wearable Devices 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 per share (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 constit
ORDINARY SHARES PURCHASE WARRANT Wearable Devices Ltd.Ordinary Shares Purchase Warrant • November 27th, 2024 • Wearable Devices Ltd. • Computer communications equipment
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 November [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices 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).
FIRST ADDENDUM TO SENIOR AGREEMENTSenior Credit Facility Agreement • July 19th, 2022 • Wearable Devices Ltd. • Computer communications equipment
This First Addendum (“First Addendum”) is made as of July 19, 2022 (“Execution Date”) as an amendment to the Senior Credit Facility Agreement by and between Wearable Devices Ltd., a Company incorporated under the laws of the State of Israel, (the “Company”) and L.I.A. Pure Capital Ltd. (“Lender”), dated as of July 4, 2022 (“Credit Facility Agreement”). Each of the Company and the Lender shall also be referred to herein as a “Party” and collectively, the “Parties”).
SENIOR CREDIT FACILITY AGREEMENTSenior Credit Facility Agreement • July 19th, 2022 • Wearable Devices Ltd. • Computer communications equipment • Tel-Aviv
This Senior Credit Facility Agreement (hereinafter the “Agreement”) is made and entered into as of the 4th of July, 2022, by and between Wearable Devices Ltd. (the “Company”) and L.I.A. Pure Capital Ltd. (the “Lender”) (each of them separately also referred to as the "Party" and collectively – the "Parties").
