UNDERWRITING AGREEMENT between BEAMR IMAGING LTD. and THINKEQUITY LLC as Representative of the Several Underwriters BEAMR IMAGING LTD.Underwriting Agreement • May 30th, 2023 • Beamr Imaging Ltd. • Services-prepackaged software • New York
The undersigned, Beamr Imaging Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Beamr Imaging 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 Representative’s Warrant AgreementBeamr Imaging Ltd. • May 30th, 2023 • Services-prepackaged software
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ThinkEquity LLC 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 [__], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beamr Imaging Ltd., a corporation formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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 is being issued pursuant to that certain underwriting agreement, dated as of [__], 2023 between the Company and
