UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations • New York
The undersigned, Polyrizon Ltd. an Israeli company (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter the “Underwriter”) as follows:
ORDINARY SHARES PURCHASE WARRANT POLYRIZON LTD.Polyrizon Ltd. • August 14th, 2024 • Pharmaceutical preparations • 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 [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Polyrizon 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 book-entry
Exclusive Patent License AgreementExclusive Patent License Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
This Exclusive Patent License Agreement (the “Agreement”), effective as of the date set forth above the signatures of the parties below (the “Effective Date”), is between SciSparc Ltd., an Israeli company, with a principal office at 20 Raul Walenberg St., Tel Aviv, Israel (“Licensor”) and Polyrizon Ltd., an Israeli corporation, with a principal place of business at 5 Hatidhar St., R’annana, Israel (“Licensee”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of 13th August, 2024 (the “Effective Date”) by and among Polyrizon Ltd., an Israeli Company number 513637025(the “Company”), and L.I.A Pure Capital Ltd., Company No. 514408715 with its address at Raul Walenberg 20, Tel Aviv, Israel (“Pure”) and Reuven Srugo Construction Company Ltd., company No. 510901630 of Rehov Ein Hakoreh 10 7528910 Rishon Leziyon Israel (“Srugo”) (Pure and Srugo together the “Lenders” and each a “Lender”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of February 4, 2023 (the “Effective Date”) by and among Polyrizon Ltd., an Israeli Company number 513637025(the “Company”), and the lenders set forth in Schedule 1 (the “Lenders” and each a “Lender”).
Warrant Agent AgreementWarrant Agent Agreement • August 14th, 2024 • Polyrizon Ltd. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [*], 2024 (the “Issuance Date”) is between Polyrizon Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
