ORDINARY SHARE PURCHASE WARRANT Nuvo Group Ltd.Nuvo Group Ltd. • December 13th, 2021 • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARE PURCHASE WARRANT (this “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 set forth above (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on [●], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvo Group Ltd., a company organized under the laws of the State of Israel (the “Company”), up to 666,667 of the Company’s 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).
indemnification agreementIndemnification Agreement • December 13th, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 20__, is entered into by and between Nuvo Group Ltd., an Israeli company whose address is 94 Yigal Alon Street, Tel-Aviv, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 13, 2021 (the “Effective Date”) is by and between Nuvo Group USA, Inc. (the “Company”), and Kelly Londy (the “Executive”) (individually, each a “Party” and collectively, the “Parties”).
MASTER AGREEMENTMaster Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • Delaware
WHEREAS, Nuvo is a medical technology company developing proprietary digital tools and services in the area of maternal and fetal management and monitoring, including without limitation the Invu by Nuvo Platform (as defined below);
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
This Employment Agreement (the “Agreement”) is entered into by and between Nuvo Group Ltd., C.N. 51- 384900-0., with offices at 94 Yigal Alon Street, Building 1, 26th Floor, Tel Aviv, Israel 6789155 (the “Company”) and Eran Schindler, I.D. No. 059581363 of 14 Fishman, Tel-Aviv, Israel (the “Executive”).
NUVO GROUP LTD. [●] Ordinary Shares (no par value per share) Underwriting AgreementNuvo Group • December 13th, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***].Letter Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
The purpose of this binding letter agreement (the “Agreement”), effective January 14, 2021 (the “Effective Date”) is to set forth the mutual understandings and binding agreements of [***] and Nuvo Group USA, Inc. (“Nuvo”) in respect of the preparation and implementation of the Virtual Prenatal Pilot in which Nuvo’s proprietary and patent-protected Invu patient platform will be Integrated throughout the [***], all as defined hereunder.
FDP Data Transfer and Use Agreement (“Agreement”)Nuvo Group Ltd. • November 23rd, 2021 • Surgical & medical instruments & apparatus
Agreement Term Start Date: Date of last signature below Project Title: Emotion dysregulation across generations: Identifying early developmental and clinical indicators of risk
Warrant Purchase AGREEMENTWarrant Purchase Agreement • December 13th, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • New York
This Warrant Purchase Agreement is dated as of December __, 2021 (this “Agreement”) by and between Nuvo Group Ltd., a company organized under the laws of the State of Israel (the “Company”), and the purchaser whose name and address is set forth on the signature page hereto (the “Purchaser”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • New Jersey
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated August 17th, 2020 (the “Effective Date”), is between Nuvo Group Ltd., a company organized under the laws of the State of Israel, with an address at Yigal Alon 94, Alon Tower 1, Tel Aviv 6789155 Israel (the “Company” or “Nuvo”), and Stephen Klasko, M.D., an individual, with a mailing address at 512 South 3rd Street, Apartment D, Philadelphia, PA 19147 (the “Advisor”).
DATA TRANSFER AND REVENUE SHARING AGREEMENTData Transfer and Revenue Sharing Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
This DATA TRANSFER and revenue sharing Agreement (the “Agreement”) is made as of September 24, 2019, by and among Nuvo Group Ltd., a company incorporated under the laws of the State of Israel, with offices at 94 Yigal Alon Street, Alon Tower 1, Tel-Aviv 6789155 Israel (the “Company”) and Hadasit Medical Research Services & Development, Ltd. (“Hadasit”), with offices at Jerusalem Bio Park, Hadassah Ein-Kerem Medical Center, P.O.B. 12000, Jerusalem 9112001, Israel (“Hadasit”). Each of the Company and Hadasit shall be sometimes referred to as a “Party” and collectively as the “Parties”.
NUVO GROUP LTD. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Executed on this June 18, 2019Employment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 (the “Amendment”) to the Employment Agreement dated May 4, 2017 (the “Employment Agreement”) by and between Nuvo Group Ltd., with offices at 94 Yigal Alon St., Tel Aviv-Yafo, Israel, 6789139 (the “Company”) and Oren Oz, I.D. No 03-827060-9 residing at Emek Zvulun 10, Modiin, Israel; email: oren@nuvo-group.com (the “Manager”).
March 29th, 2018 Ms. Debra BassNuvo Group Ltd. • November 23rd, 2021 • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 8th, 2018 (the “Signature Date”), is entered into by and between Nuvo Group USA, Inc., a Delaware corporation (“Company”) and Debra Bass, an individual, with a mailing address of 168 Monroe Avenue, Belle Mead, New Jersey 08502 (“Executive”).
FRAMEWORK PRODUCT DESIGN AND PRODUCTION AGREEMENTProduct Design and Production Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • Hong Kong
This Framework Product Design and Production Agreement (this “Agreement”) is made on 18 October, 2015 (“Effective Date”) by and between Nuvo Group Ltd., an Israeli company with offices at 48 Ehad Ha’am St., Tel Aviv (“Nuvo”) of the first part, and Orange S.r.l., an Italian company [***] (“Orange”) and Starry Limited, a Hong Kong company [***] (“Starry”) of the second part (Orange and Starry, jointly and severally, shall be referred to herein as the “Supplier”; Nuvo, Orange and Starry shall each individually be referred to as a “Party” and collectively, the “Parties”).
Re: Amendment to Employment AgreementEmployment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
We are writing to you in connection with that certain Employment Agreement executed by you and Nuvo- Group USA, Inc. on February 8, 2018, as supplemented on March 29, 2018 (the “Employment Agreement”).
SEKO LOGISTICS MASTER SERVICES AGREEMENTSeko Logistics Master Services Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus • York
This MASTER SERVICES AGREEMENT (this “Agreement”), is made and entered into this 12thday of February, 2021 (the “Effective Date”), by and between SEKO WORLDWIDE, LLC, a Delaware limited liability company, with offices located at 1100 Arlington Heights Road, Suite 600, Itasca, Illinois (“SEKO” or “Company”) and Nuvo Group USA Inc., a Delaware company, with offices located at 252 Nassau Street 2nd Floor Princeton, NJ 08542 (“Shipper” or “Customer”). SEKO and Shipper are together referred to as the “Parties,” or individually as the “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2021 • Nuvo Group Ltd. • Surgical & medical instruments & apparatus
This Employment Agreement (this “Agreement”) is entered by and between Nuvo Group Ltd., with offices at 11 Menachem Begin St., Rogovin Tidhar Tower, 30th Floor, Ramat Gan, Israel 52681 (the “Company”) and Oren Oz, I.D. No. 03-827060-9 of Emek Zvulun 10 Modiin, Israel; email: oren@nuvo-group.com (the “Manager”).
