NANO-X IMAGING LTD Ordinary Shares Underwriting AgreementUnderwriting Agreement • August 14th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
NANO-X IMAGING LTD, a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [●] ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2023 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2023, between Nano-X Imaging 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”).
ContractPlacement Agency Agreement • July 26th, 2023 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Nano-X Imaging Ltd., a company organized under the laws of Israel (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) ordinary shares, NIS 0.01 par value (“Ordinary Shares”), and (ii) warrants to purchase Ordinary Shares (the “Warrants”). The Ordinary Shares and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and the Ordinary Shares issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form F-3
NANO-X IMAGING LTD Ordinary Shares Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of NANO-X IMAGING LTD, a company organized under the laws of the State of Israel (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ● ] ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of the Company (the “Shares”).
NANO-X IMAGING Ltd. WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • July 31st, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS CERTIFIES that, for value received, , its successors and permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Nano-X Imaging Ltd., an Israeli with registration number 515942076 (the “Company”), ordinary shares of the Company (the “Ordinary Shares” or “Shares”), at the Exercise Price (defined below), subject to the provisions and upon the terms and conditions hereinafter set forth.
NANO-X IMAGING LTD Ordinary Shares Controlled Equity OfferingSM Sales AgreementSales Agreement • June 7th, 2024 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
NANO-X IMAGING LTD, a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Mizuho Securities USA LLC (each individually, an “Agent” and collectively, the “Agents”), as follows:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 18th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
THIS SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT (the “Second Amendment”) is made and entered by and between Nano-X Imaging Ltd. a limited company incorporated and existing under the laws of the State of Israel, registration no. 515942076, with its registered office at Neve Ilan, Communication Campus, ISRAEL (the “Buyer”), and Nanox Imaging Plc, a limited company incorporated and existing under the laws of the State of Gibraltar, with its registered office at 50 Town Range, Suite 7B and 8B, Gibraltar GX111AA (the “Seller”), to be effective as of September 3, 2019 (the “Effective Date”).
AMENDMENT TO WARRANTWarrant Amendment • July 31st, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Warrant (this “Amendment”) is *made and entered into as of June 4, 2020 (the “Effective Date”), by and among Nano-X Imaging Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and SK Telecom TMT Investment Corp. (the “Holder”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 18th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (the “Amendment”) is made and entered by and between Nano-X Imaging Ltd. a limited company incorporated and existing under the laws of the State of Israel, registration no. 515942076, with its registered office at Neve Ilan, Communication Campus, ISRAEL (the “Buyer”), and Nanox Imaging Plc, a limited company incorporated and existing under the laws of the State of Gibraltar, with its registered office at 50 Town Range, Suite 7B and 8B, Gibraltar GX111AA (the “Seller”), to be effective as of September 3, 2019 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENT by and among NANO-X IMAGING LTD and THE SHAREHOLDERS NAMED HEREIN Dated as of _______ [ ], 2020Registration Rights Agreement • August 14th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
REGISTRATION RIGHTS AGREEMENT, dated as of _______ [ ], 2020, by and among NANO-X IMAGING LTD, an Israeli company (the “Company”), and the investors listed on the signature pages of this Agreement (each a “Shareholder” and, collectively, the “Shareholders”).
ASSET PURCHASE AGREEMENT by and among MDWEB, LLC (doing business as MDW, LLC) and Nano-X Imaging, INC. and Nano-X Imaging Ltd. Dated as of October 21, 2021Asset Purchase Agreement • May 2nd, 2022 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Asset Purchase Agreement (this “Agreement”) is made as of October 21, 2021, by and among MDWEB, LLC (doing business as MDW, LLC), a New York limited liability company (the “Company”), NANO-X IMAGING, INC. (the “Buyer”) and Nano-X Imaging Ltd., a company organized under the laws of the State of Israel (the “Parent”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2022 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”) is entered into on October __, 2021 by and among Nano-X Imaging Ltd, New Zealand Merger Sub Ltd., Nano-X Ai Ltd. (formerly Zebra Medical Vision Ltd.), and PerryLLion Ltd., solely in its capacity as the representative of all Equityholders.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 1st, 2023 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
This Settlement Agreement and Release (the “Agreement”) summarizes the terms for the settlement by and among Nano-X Imaging Ltd (“Nanox”), and Nano-X AI Ltd. (formerly Zebra Medical Vision Ltd.) (the “Company”), and Perryllion Ltd. (the “Equityholders Representative”), solely in its capacity as the representative of all Equityholders, as of the 29 December 2022.
STOCK PURCHASE AGREEMENT by and among USARAD HOLDINGS, INC., dr. michael yuz, THE OTHER SELLERS LISTED ON THE SIGNATURE PAGE, Seller Representative, and NANO-X IMAGING, INC. and Nano-X Imaging Ltd. Dated as of October 25, 2021Stock Purchase Agreement • May 2nd, 2022 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of October 25, 2021, by and among (i) Dr. Michael Yuz (“Yuz”), (ii) the other stockholders of capital stock of the Company listed on the signature page (the “Other Stockholders” and together with Yuz, the “Stockholders”), (iii) the holders of vested options to purchase Company Stock (as defined below) who are Accredited Investors (as defined below) listed on the signature page (each, an “Accredited Optionholder” and together the “Accredited Optionholders”), (iv) the Warrantholders (as defined below), which hold warrants to purchase Company Stock (as defined below) (each of Yuz and each of the Other Stockholders, Accredited Optionholders and Warrantholders are referred to individually as a “Seller”, and together as the “Sellers”), (v) Dr. Michael Yuz as the representative of Sellers under this Agreement (“Seller Representative”), (vi) USARAD Holdings, Inc., a Delaware corporation (the “Company”), (vii) NANO-X IMAGING, INC., a D
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 1st, 2023 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered as of April 28, 2023, by and among Dr. Michael Yuz as the Seller Representative, NANO-X IMAGING, INC., a Delaware corporation (the “Buyer”), and NANO-X IMAGING LTD., a company organized under the laws of the state of Israel (the “Parent”).
Contract manufacturing agreement Between Foxsemicon Integrated Technology, Inc. And Nano-X Imaging Ltd.Contract Manufacturing Agreement • July 31st, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
This Contract Manufacturing Agreement (“Agreement”) is entered into this 26 day of May, 2020 (“Effective Date”) between Nano-X Image Ltd. (“NANOX”) having its place of business at Communication Center Neve Ilan, 90850 Israel, and FoxSemicon Integrated Technology, Inc. (“FITI”), having its place of business at 16, Ke-Jung Rd., Hsinchu Science Park, Chunan, Miaoli, Taiwan 350.
NANO-X IMAGING LTD (the “Company”) Indemnification and Exculpation Agreement (the “Agreement” or the “Indemnification Agreement”)Indemnification Agreement • August 14th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
WHEREAS, the undersigned Office Holder of the Company whose name appears on the signature page attached hereto (the “Indemnitee” or “you”) is an Office Holder (“Nosse Misra”), as such term is defined in the Companies Law, 5759-1999 (the “Companies Law”), of the Company;
NANOX IMAGING PLC. WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • July 31st, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS CERTIFIES that, for value received, SK Telecom TMT Investment Corp., its successors and permitted assigns (the “Holder”), is entitled during the Exercise Period to subscribe for and purchase from Nanox Imaging PLC., a Gibraltar company with principal offices at 50 Town Range, Suite 7B and 8B, Gibraltar GX111AA (the “Company”), 2,262,443 Ordinary Shares of the Company, each of US$0.01 par value, (the “Ordinary Shares” or “Shares”) at a price of US$20.87 per share representing at the date hereof a Company pre-money valuation of US$577,000,000, (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 9, 2021 BY AND AMONG NANO-X IMAGING LTD ZEBRA MEDICAL VISION LTD., NEW ZEALAND MERGER SUB LTD, AND PERRYLLION LTDMerger Agreement • May 2nd, 2022 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August [•], 2021, by and among Nano-X Imaging Ltd, an Israeli company (“Purchaser”), New Zealand Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Zebra Medical Vision Ltd., an Israeli company (the “Company”), and PerryLLion Ltd., solely in its capacity as the representative of all Equityholders (the “Equityholder Representative”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 18th, 2020 • Nano-X Imaging Ltd. • X-ray apparatus & tubes & related irradiation apparatus
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of September 3, 2019 (the “Effective Date”) by and between Nano-X Imaging Ltd. a limited company incorporated and existing under the laws of the State of Israel, registration no. 515942076, with its registered office at Neve Ilan, Communication Campus, ISRAEL (the “Buyer”), and Nanox Imaging Plc, a limited company incorporated and existing under the laws of the State of Gibraltar, with its registered office at 50 Town Range, Suite 7B and 8B, Gibraltar GX111AA (the “Seller”).
