ORDINARY SHARES and _____________ Warrants of OF PAINREFORM LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations • New York
The undersigned, PAINREFORM LTD., an Israeli company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of PAINREFORM LTD., if any, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) and Joseph Gunnar & Co., LLC (“Gunnar”), acting as representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative”) on the terms and conditions set forth herein.
ContractWarrant Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-239576 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 20 , is entered into by and between PainReform Ltd., an Israeli company whose address is 60C Medinat Hayehudim Herzliya, 4676670, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
PAINREFORM LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of August __, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 24th, 2020 • Painreform Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of August __, 2020 (“Agreement”), between PAINREFORM LTD., a corporation organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).
