UNDERWRITING AGREEMENT betweenUnderwriting Agreement • May 1st, 2024 • Wearable Devices Ltd. • Computer communications equipment • New York
The undersigned, Wearable Devices Ltd. (the “Issuer”), a company 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 Wearable Devices 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 follows:
PRE-FUNDED ORDINAY SHARE PURCHASE WARRANT Wearable Devices Ltd.Wearable Devices Ltd. • May 1st, 2024 • Computer communications equipment • New York
This Pre-Funded Ordinary Share Purchase Warrant (this “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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wearable Devices 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 2.2 below.
EXHIBIT A Form of Representative’s Warrant AgreementWearable Devices Ltd. • May 1st, 2024 • Computer communications equipment
This Warrant to Purchase Ordinary Shares (this “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 [____], 2024 (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 Wearable Devices Ltd., an Israeli company (the “Company”), up to [____] ordinary shares, par value NIS 0.01 per share (“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 2.2 below. This Warrant is being issued pursuant to that certain Underwriting Agreement (as defined below).
