SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2017 • PV Nano Cell, Ltd. • Miscellaneous chemical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2017, between P.V. Nano Cell 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 permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
CONVERTIBLE NOTE DUE OCTOBER 16, 2018PV Nano Cell, Ltd. • August 22nd, 2017 • Miscellaneous chemical products • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of P.V. NANO CELL LTD., a company formed under the laws of the State of Israel, (the “Borrower”), having its principal place of business at c/o Corporation Service company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036, due October 16, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
ORDINARY SHARE PURCHASE WARRANTCommon Stock Purchase Warrant • August 22nd, 2017 • PV Nano Cell, Ltd. • Miscellaneous chemical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, with an address at: Lettstrasse 32, 9490 Vaduz, Liechtenstein, 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from P.V. NANO CELL LTD., a company formed under the laws of the State of Israel (the “Company”), up to 333,333 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
