UNDERWRITING AGREEMENT between SAVERONE 2014 LTD. and THINKEQUITY LLC as Representative of the Several Underwriters SAVERONE 2014 LTD.Underwriting Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York
The undersigned, Saverone 2014 Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates if any, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Saverone 2014 Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
FORM OF CERTIFICATED WARRANT] WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SaverOne 2014 Ltd.SaverOne 2014 Ltd. • May 2nd, 2022 • Services-computer programming services • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. New York City time on [________________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SaverOne 2014 Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, NIS 0.01 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each three Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 2nd, 2022 • SaverOne 2014 Ltd. • Services-computer programming services • New York
This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of May [●], 2022, is between Saverone 2014 Ltd., an Israeli company (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
