SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2023, by and among ParaZero Technologies Ltd., an Israeli corporation, with headquarters located at 30 Dov Hoz, Kiryat Ono, Israel 55555626 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractPurchase Warrant Agreement • July 19th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • 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.
Underwriting AgreementUnderwriting Agreement • February 15th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
ParaZero Technologies Ltd., an Israeli company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of [●] units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one ordinary share, par value NIS 0.02 per share, of the Company (the “Ordinary Shares”) and two (2) warrants, each to purchase one Ordinary Share, at an exercise price of $[●] (equal to the price per Ordinary Share included in the Closing Common Unit (as defined below) offering price (the “Public Offering Price”) per whole share (the “Warrant”) (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one Ordinary Share at an exercise price of $0.001 until such time as the Pre-funded Warrant is exercised in full subject to adjustment as provided in the Pre-funded Warrant and two Warrants (each, a “Closing Pre-funded Unit”). The Ordinar
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [●] [●], 2022, is entered into by and between ParaZero Technologies Ltd., an Israeli company whose address is 30 Dov Hoz Street, Kiryat Ono, 5555626, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
ORDINARY SHARES PURCHASE WARRANT PARAZERO TECHNOLOGIES LTD.Ordinary Shares Purchase Warrant • November 4th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 ParaZero Technologies 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
Underwriting AgreementUnderwriting Agreement • April 19th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
ParaZero Technologies Ltd., an Israeli company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of [●] ordinary shares (the “Firm Shares”), par value NIS 0.02 per share, of the Company (the “Ordinary Shares”) At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the Firm Shares sold in the offering (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule I hereto. Aegis Capital Corp. has agreed to act as the Underwriter (the “Underwriter”) in connection with the offering and sale of the Shares.
Warrant Agent AgreementWarrant Agent Agreement • November 4th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between ParaZero Technologies Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Warrant Agent AgreementWarrant Agent Agreement • November 4th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
CONSULTING AGREEMENTConsulting Agreement • November 4th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 30 day of October 2022 between ParaZero Technologies Ltd. (the “Company”) and Medigus Ltd. (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [●], 2023, by and among ParaZero Technologies Ltd., a corporation incorporated in Israel, with headquarters located at 30 Dov Hoz, Kiryat Ono, Israel 55555626 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SUPPLY AGREEMENTSupply Agreement • May 24th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • Tel-Aviv
This Supply Agreement (this “Agreement”) is made and entered into as of this 2 day of February 2022, (the “Effective Date”), by and between Parazero Technologies Ltd., an Israeli private company, having a place of business at Dov Hoz 30 Kiryat Ono, Israel (“Parazero”) and Delta Drone International Ltd (ACN 618 678 701), a company organized under the laws of Australia, having a place of business at Level 27, 101 Collins Street, Melbourne VIC 3000 (the “Delta”) (each shall also be referred to as a “Party” and collectively the “Parties”).
Share Purchase Agreement Among ParaZero Technologies Ltd. (the “Company”) and Delta Drone International Ltd (ACN 618 678 701) (the “Seller”) and L.I.A Pure Capital Ltd. and additional entities on its behalf as listed in Exhibit A (each an “Acquiror”...Share Purchase Agreement • May 24th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
This Share Purchase Agreement (this “Agreement”) is made and entered into as of January 28, 2022 (the “Agreement Date”) by and among Delta Drone International Ltd. (ACN 618 678 701), an Australian corporation (“Seller”), ParaZero Technologies Ltd., a company organized under the laws of Israel (the “Company”), L.I.A Pure Capital Ltd., a company organized under the laws of Israel (“Pure and/or an “Acquiror”), and additional entities/individuals as listed in Exhibit A (each an “Acquiror” and together with Pure, the “Acquirers”).
LOAN CONVERSION AGREEMENTLoan Conversion Agreement • May 24th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
This Loan Conversion Agreement (this “Agreement”) is entered into as of January 28, 2022 (the “Effective Date”), by and between ParaZero Technologies Ltd., an Israeli company (the “Company”); and Delta Drone International Ltd., an Australian company (“Parent”).
LOAN AGREEMENTLoan Agreement • September 7th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • Tel-Aviv
This Loan Agreement (the “Agreement”), is made on August 4, 2022 by and between ParaZero Technologies Ltd., incorporated and registered in Israel with company number 514932821 (Borrower) and Medigus Ltd., incorporated and registered in Israel with company number 512866971 (Lender).
UNSECURED CREDIT FACILITY AGREEMENTUnsecured Credit Facility Agreement • November 4th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • Tel-Aviv
This Unsecured Credit Facility Agreement (hereinafter the “Agreement”) is made and entered into as of the 30 of October, 2022 (the “Effective Date”), by and between ParaZero Technologies Ltd. (the “Company”) and Medigus Ltd. (the “Lender”) (each of them separately also referred to as the “Party” and collectively – the “Parties”).
FIRST AMENDMENT TO UNSECURED CREDIT FACILITY AGREEMENTUnsecured Credit Facility Agreement • June 27th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
This First Amendment to that certain Unsecured Credit Facility Agreement (hereinafter the “Amendment”, and, the original Unsecured Credit Facility Agreement, the “Credit Facility” and as amended herein, the “Agreement”) dated as of October 30, 2022 by and between ParaZero Technologies Ltd. (the “Company”) and Medigus Ltd. (the “Lender”) (each of them separately also referred to as the “Party” and collectively – the “Parties”) is entered into on June 26, 2023.
ContractSafe • May 24th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE ISRAELI SECURITIES LAW 5728 – 1968, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. 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.
AEGIS CAPITAL CORP.Placement Agent Agreement • October 26th, 2023 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
The purpose of this placement agent agreement (“Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by ParaZero Technologies Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its securities (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
