SAFE-T GROUP LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2018 • Safe-T Group Ltd. • Services-prepackaged software • New York
The undersigned, Safe-T Group Ltd., a company organized under the laws of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named on Schedule A hereto (the “Underwriters” and each an “Underwriter”), to sell and issue to the Underwriters up to an aggregate of [●] ordinary shares (including up to [●] Option Shares (as defined below)), no par value, of the Company (the “Ordinary Shares” or “Shares”), to be delivered in the form of American Depositary Shares (the “ADSs”), each ADS representing forty (40) Ordinary Shares, together with an aggregate of [●] Series A warrants to purchase up to an aggregate of [●] ADSs upon the terms set forth therein (the “Series A Warrants”) and an aggregate of [●] Series B warrants to purchase up to an aggregate of [●] ADSs upon the terms set forth therein (the “Series B Warrants” and, collectively with the Series A Warrants, the “Warrants”). Each ADS shall be sold together with one (1) Series A Warrant to
SERIES A WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SAFE-T GROUP LTD.Warrant Agreement • August 10th, 2018 • Safe-T Group Ltd. • Services-prepackaged software • New York
THIS SERIES A WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________, located at ___________________, 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 six (6) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from Safe-T Group Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares, no par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”), represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SAFE-T GROUP LTD.Warrant to Purchase Ordinary Shares • August 10th, 2018 • Safe-T Group Ltd. • Services-prepackaged software • 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 “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 PM New York City time on the five (5) year anniversary of the effective date of the registration statement pursuant to which this Warrant is issued (the “Termination Date”), to subscribe for and purchase from Safe-T Group Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares, no par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of
