WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES BRAINSWAY LTDWarrant Agreement • September 30th, 2024 • Brainsway Ltd. • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, Valor BrainsWay Holdings, 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 the date of the Closing (as defined in the Purchase Agreement) (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 BRAINSWAY LTD, a company organized under the laws of the State of Israel (the “Company”), up to 1,500,000 American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”) representing 3,000,000 Ordinary Shares, par value NIS 0.04 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exerci
Registration Rights AgreementRegistration Rights Agreement • September 30th, 2024 • Brainsway Ltd. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of September 29, 2024, by and among BrainsWay Ltd, a company organized under the laws of Israel (the “Company”), and the investor listed on the signature page(s) hereto (the “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2024 • Brainsway Ltd. • Surgical & medical instruments & apparatus
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2024, between BrainsWay Ltd, a company organized under the laws of Israel (the “Company”), and Valor BrainsWay Holdings, LLC (such entity, including its successors and assigns, the “Purchaser”).
