SaverOne 2014 Ltd. Sample Contracts

UNDERWRITING AGREEMENT between SAVERONE 2014 LTD. and THINKEQUITY LLC as Representative of the Several Underwriters SAVERONE 2014 LTD.
Underwriting Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York

The undersigned, Saverone 2014 Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates if any, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Saverone 2014 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 set forth below.

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SAVERONE 2014 LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • March 30th, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York

DEPOSIT AGREEMENT dated as of __________, 2022 among SAVERONE 2014 LTD., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

UNDERWRITING AGREEMENT between SAVERONE 2014 LTD. and THINKEQUITY LLC as Representative of the Several Underwriters SAVERONE 2014 LTD.
Underwriting Agreement • May 19th, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York

The undersigned, Saverone 2014 Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates if any, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Saverone 2014 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 set forth below.

FORM OF CERTIFICATED WARRANT] WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SaverOne 2014 Ltd.
SaverOne 2014 Ltd. • May 2nd, 2022 • Services-computer programming services • New York

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY 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 the date hereof (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 SaverOne 2014 Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, NIS 0.01 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each three Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant

STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • June 6th, 2023 • SaverOne 2014 Ltd. • Services-computer programming services • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 5, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SAVERONE 2014 LTD., a company incorporated under the laws of the State of Israel (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2022 by and between SaverOne 2014 Ltd., a corporation formed 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”).

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York

This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of May [●], 2022, is between Saverone 2014 Ltd., an Israeli company (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2023 • SaverOne 2014 Ltd. • Services-computer programming services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2023 between SaverOne 2014 Ltd. (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).

Re: Amendment to SEPA
SaverOne 2014 Ltd. • December 11th, 2023 • Services-computer programming services

This letter shall serve as an amendment (the “Amendment”) to that certain Standby Equity Purchase Agreement by and between YA II PN, LTD (“Investor”) and SaverOne 2014 Ltd. (the “Company”) dated June 5, 2023 (the “SEPA”). Defined terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the SEPA.

SECOND AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • March 25th, 2024 • SaverOne 2014 Ltd. • Services-computer programming services • New York

This SECOND AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of March 25, 2024 (this “Second Amendment”), is entered between SAVERONE 2014 LTD., a company incorporated in the State of Israel (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).

Form of SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • June 21st, 2024 • SaverOne 2014 Ltd. • Services-computer programming services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2024 between SaverOne 2014 Ltd. (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).

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