Underwriting AgreementUnderwriting Agreement • September 7th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
ParaZero Technologies Ltd., an Israeli company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. an aggregate of [●] units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one ordinary share, par value NIS 0.02 per share, of the Company (the “Ordinary Shares”) and two (2) warrants, each to purchase one Ordinary Share, at an exercise price of $[●] (equal to the price per Ordinary Share included in the Closing Common Unit (as defined below) offering price (the “Public Offering Price”) per whole share (the “Warrant”) (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one Ordinary Share at an exercise price of $0.001 until such time as the Pre-funded Warrant is exercised in full subject to adjustment as provided in the Pre-funded Warrant and two Warrants (each, a “Closing Pre-funded Unit”). The Ordinary Shares referred to
ORDINARY SHARES PURCHASE WARRANT PARAZERO TECHNOLOGIES LTD.Ordinary Shares Purchase Warrant • September 7th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 [●], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ParaZero Technologies Ltd., an Israeli company (the “Company”), up to [●] Ordinary Shares (as subject to adjustment hereunder, the “Warrant 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
Warrant Agent AgreementWarrant Agent Agreement • September 7th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between ParaZero Technologies Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
LOAN AGREEMENTLoan Agreement • September 7th, 2022 • ParaZero Technologies Ltd. • Aircraft parts & auxiliary equipment, nec • Tel-Aviv
This Loan Agreement (the “Agreement”), is made on August 4, 2022 by and between ParaZero Technologies Ltd., incorporated and registered in Israel with company number 514932821 (Borrower) and Medigus Ltd., incorporated and registered in Israel with company number 512866971 (Lender).
