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”).
ORDINARY SHARE PURCHASE WARRANT Neurosense therapeutics ltd.Ordinary Share Purchase Warrant • November 19th, 2021 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS ORDINARY SHARE 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20241 (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warr
UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • NeuroSense Therapeutics Ltd. • 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.
UNDERWRITER’S PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.Underwriter's Purchase Warrant • November 19th, 2021 • NeuroSense Therapeutics Ltd. • 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).
