SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2024 • IceCure Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [●], 2024, between IceCure Medical Ltd, a company formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT ICECURE MEDICAL LTD.Ordinary Share Purchase Warrant • November 5th, 2024 • IceCure Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARE PURCHASE WARRANT (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 the Termination Date but not thereafter, to subscribe for and purchase from IceCure Medical Ltd., a company organized under the laws of the State of Israel (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 form, and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holde
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ICECURE MEDICAL LTD.Pre-Funded Ordinary Share Purchase Warrant • November 5th, 2024 • IceCure Medical Ltd. • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (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, to subscribe for and purchase from IceCure Medical Ltd., a company organized under the laws of the State of Israel (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 form, and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in
ICECURE MEDICAL LTD. and Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 5th, 2024 • IceCure Medical Ltd. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between IceCure Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), and VStock Transfer, LLC (“VStock” or the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 5th, 2024 • IceCure Medical Ltd. • Surgical & medical instruments & apparatus • New York
