SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2024, between NeuroSense Therapeutics Ltd., a company organized under the laws 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 SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.Ordinary Shares Purchase Warrant • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARES 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 __________, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), up to __________ ordinary shares, no par value per share (the “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).
PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT NEUROSENSE THERAPEUTICS LTD.Pre-Funded Ordinary Security Agreement • December 2nd, 2024 • NeuroSense Therapeutics Ltd. • Pharmaceutical preparations
THIS PRE-FUNDED ORDINARY SHARES 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 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroSense Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), up to __________ ordinary shares, no par value per share (the “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).
