Common use of Purchase Warrant Clause in Contracts

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to Rail Vision Ltd., an Israeli company (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary shares of the Company, par value NIS 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (the “Holder”), as registered owner of this warrant to purchase shares of Common Stock (as defined below (the “Purchase Warrant”), to Rail Vision Ltd.Serve Robotics Inc., an Israeli company a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time beginning [●]October 14, 2022 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]April 17, 2027 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary 500,000 shares (the “Shares”) of common stock of the Company, par value NIS 0.01 $0.0001 per share (the “SharesCommon Stock”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 5.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to Rail Vision Ltd.Clearmind Medicine Inc., an Israeli company a British Columbia corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 2022 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary common shares of the Company, no par value NIS 0.01 per share (the “Common Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Common Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Common Share and the number of Common Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. A.G.P./Alliance Global Partners (“Holder” or “A.G.P.”), as registered owner of this Ordinary Share purchase warrant (this “Purchase Warrant”), to Rail Vision Medlab Clinical Ltd., an Israeli a company organized under the laws of Australia (the “Company”), Holder is entitled, at any time or from time to time beginning [●from [ ], 2022 2023 (the “Commencement Date”), ,] and at or before 5:00 p.m., Eastern time, on [●[ ], 2027 (the date that is five (5) years following the effective date (the “Effective Date”) of the Registration Statement (as defined in the Underwriting Agreement (as defined below), the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●__] ordinary shares Ordinary Shares (the “Shares”) of the Company, no par value NIS 0.01 per share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day other than a Saturday, Sunday, federal holiday, or day on which banking institutions in New York City are authorized by law to close (a “Business Day”), then this Purchase Warrant may be exercised on the next succeeding Business DayDay in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, from the term “Business Day” shall mean a day other than a SaturdayCommencement Date, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York period shall not be deemed to be authorized or obligated to be closed due to a “shelter extend further than five (5) years from the Effective Date in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such daycompliance with FINRA Rule 5110(f)(2)(G)(i).

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (“Holder” or “▇▇ ▇▇▇▇▇▇”), as registered owner of this Ordinary Share purchase warrant (this “Purchase Warrant”), to Rail Vision Medlab Clinical Ltd., an Israeli a company organized under the laws of Australia (the “Company”), Holder is entitled, at any time or from time to time beginning [●from [ ], 2022 2023 (the “Commencement Date”), ,] and at or before 5:00 p.m., Eastern time, on [●[ ], 2027 (the date that is five (5) years following the effective date (the “Effective Date”) of the Registration Statement (as defined in the Underwriting Agreement (as defined below), the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●__] ordinary shares Ordinary Shares (the “Shares”) of the Company, no par value NIS 0.01 per share (the “Ordinary Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day other than a Saturday, Sunday, federal holiday, or day on which banking institutions in New York City are authorized by law to close (a “Business Day”), then this Purchase Warrant may be exercised on the next succeeding Business DayDay in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per ShareShare1; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, from the term “Business Day” shall mean a day other than a SaturdayCommencement Date, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York period shall not be deemed to be authorized or obligated to be closed due to a “shelter extend further than five (5) years from the Effective Date in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such daycompliance with FINRA Rule 5110(f)(2)(G)(i).

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to Rail Vision Ltd.The Singing Machine Company, an Israeli Inc. a Delaware company (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary shares of common stock of the Company, $0.01 par value NIS 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. (“Holder”), as registered owner of this Purchase Warrant, to Rail Vision Ltd.Sphere 3D Corp., an Israeli company a corporation existing under the laws of the province of Ontario, Canada (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from May 28, 2022 2016 (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●]November 30, 2027 2018 (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary 88,463 common shares of the Company, no par value NIS 0.01 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Dayday on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding Business Dayday which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 2.06 per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the . The term “Business DayEffective Date” shall mean a day other than a SaturdayNovember 30, Sunday or any other day which is a federal legal holiday in 2015, the United States or any day on which date of those certain subscription and purchase agreements, by and between the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that Company and certain investors party thereto (the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such daySubscription Agreements”).

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to Rail Vision Ltd.Sharps Technology Inc., an Israeli company a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●[ ], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] ordinary shares of common stock of the Company, par value NIS 0.01 $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.