PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2024, between Holdco Nuvo Group D.G Ltd., a limited liability company incorporated with limited liability 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”).
SERIES B ORDINARY SHARE PURCHASE WARRANT HOLDCO NUVO GROUP D.G LTD.Warrant Agreement • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
THIS SERIES B 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 _____, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Holdco Nuvo Group D.G Ltd., a limited liability company incorporated with limited liability 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 i
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT HOLDCO NUVO GROUP D.G LTD.Pre-Funded Ordinary Share Purchase Warrant • July 9th, 2024 • Holdco Nuvo Group D.G 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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Holdco Nuvo Group D.G Ltd., a limited liability company incorporated with limited liability 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).
HOLDCO NUVO GROUP D.G LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2024 (“Agreement”), by and between Holdco Nuvo Group D.G Ltd., an Israeli corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York limited purpose trust company (the “Warrant Agent”).
Re: Letter Agreement AddendumLetter Agreement Addendum • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus
Reference is hereby made to each of the following agreements entered into by and between Nuvo Group Ltd. and you, all of which were dated ________, and in the case of the Convertible Note (as defined below) subsequently amended on ____________: that certain (i) bridge round convertible promissory note, as amended (“Convertible Note”), (ii) bridge round warrant (“Warrant”), and (iii) bridge round Advisory Services Agreement (“Advisory Agreement”) (collectively, the “Transaction Documents”). For purposes of this binding letter agreement (the “Letter Agreement”), Nuvo Group Ltd. is hereinafter referred to as the “Company”, Holdco Nuvo Group D.G Ltd. Is hereinafter referred to as “Holdco” and you are hereinafter referred to as the “Holder”. Capitalized terms under this Letter Agreement which are not defined shall have the meanings attributed to them under the respective Transaction Document(s).
SERIES A ORDINARY SHARE PURCHASE WARRANT HOLDCO NUVO GROUP D.G LTD.Warrant Agreement • July 9th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
THIS SERIES A 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 _____, 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Holdco Nuvo Group D.G Ltd., a limited liability company incorporated with limited liability 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 i
