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.
SAVERONE 2014 LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit 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.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 17th, 2024 • SaverOne 2014 Ltd. • Services-computer programming services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 16, 2024 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”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF CERTIFICATED WARRANT] WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SaverOne 2014 Ltd.Warrant Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2024 • SaverOne 2014 Ltd. • Services-computer programming services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 16, 2024 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”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Saverone 2014 Ltd.Pre-Funded Warrant Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”), 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).
Convertible Promissory NoteConvertible Note • July 17th, 2024 • SaverOne 2014 Ltd. • Services-computer programming services
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated July 16, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTWarrant 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 AGREEMENTSecurities 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 SEPAStandby Equity Purchase Agreement • December 11th, 2023 • SaverOne 2014 Ltd. • 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 AGREEMENTStandby 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 AGREEMENTSecurities 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”).
