UNITS BIONDVAX PHARMACEUTICALS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, BiondVax Pharmaceuticals, Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below), if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”) on the terms and conditions set forth herein. The Underlying Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 11, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADRs (as defined below) issued by the Depositary and evidencing the ADSs (as defined below). Each ADS represents 400 Ordinary Shares (as defined below) deposited pursuant to the Deposit Agreement.
PURCHASE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIONDVAX PHARMACEUTICALS LTD.Purchase Warrant • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • 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 December [ ], 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiondVax Pharmaceuticals Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Share (“ADSs”), each ADS representing four hundred (400) ordinary shares, as subject to adjustment hereunder (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equ
PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIONDVAX PHARMACEUTICALS LTD.Prefunded Warrant Agreement • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
THIS PREFUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiondVax Pharmaceuticals Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Share (“ADSs”), each ADS representing four hundred (400) ordinary shares, as subject to adjustment hereunder (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Pri
ContractAmendment Agreement • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
