BRAINSWAY LTD. 1,150,000 ORDINARY SHARES AND WARRANTS TO PURCHASE 766,667 ORDINARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus • New York
Brainsway Ltd., a company organized and existing under the laws of the State of Israel, public company number 513890764 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (in such capacity, the “Representative”), an aggregate of (i) 1,000,000 Ordinary Shares (the “Firm Shares”), par value NIS 0.04 per share (the “Ordinary Shares”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to 666,667 Ordinary Shares (the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase an aggregate of (i) up to 150,000 Ordinary Shares (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to 100,000 Ordinary Shares (the “Option Warrant Shares” and, together with the Firm Warrant Shares, the “Warrant Shares”) as may be necessary to cover o
Form of Lock-Up AgreementLock-Up Agreement • May 31st, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus • New York
