UNDERWRITER’S PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.NeuroSense Therapeutics Ltd. • November 19th, 2021 • Pharmaceutical preparations • New York
This UNDERWRITER’S PURCHASE WARRANT (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 date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company incorporated under the laws of Israel (the “Company”), up to _______ 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).
NEUROSENSE THERAPEUTICS LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ____, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 19th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of ___, 2021 (“Agreement”), between NeuroSense Therapeutics Ltd., a corporation organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
UNDERWRITING AGREEMENTNeuroSense Therapeutics Ltd. • November 19th, 2021 • Pharmaceutical preparations • New York
The undersigned, NeuroSense Therapeutics Ltd., a company incorporated under the laws of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroSense Therapeutics Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
