EXHIBIT A Form of Securities Purchase AgreementSecurities Purchase Agreement • May 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
This Securities Purchase Agreement (this” Agreement”) is dated as of May 20, 2020, between Nano Dimension Ltd., a company organized under the laws of Israel (the” Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENT May 20, 2020Placement Agency Agreement • May 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity, a division of Fordham Financial Management, Inc., (“ThinkEquity” or the “Placement Agent”) shall be engaged by Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), to act as the exclusive Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Offering”) of American Depositary Shares (“ADS”), each ADS representing fifty (50) ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares” and, together with the ADSs, the “Public Securities”), of the Company deposited with Bank Hapoalim or Bank Leumi, as custodian for the Depositary (as defined below) in Tel Aviv of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement to be entered into in connection with the Offering,
EXHIBIT B Form of Placement Agent’s Warrant AgreementPlacement Agent’s Warrant Agreement • May 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards
THIS WARRANT TO PURCHASE 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 ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date of the Placement Agency Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Dimension, a company organized under the laws of the State of Israel (the “Company”), up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Sec
