UNDERWRITING AGREEMENT between BEAMR IMAGING LTD. and THINKEQUITY LLC as Representative of the Several Underwriters BEAMR IMAGING LTD.Underwriting Agreement • May 30th, 2023 • Beamr Imaging Ltd. • Services-prepackaged software • New York
The undersigned, Beamr Imaging Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Beamr Imaging Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2022 • Beamr Imaging Ltd. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of _____, 2022 , is entered into by and between Beamr Imaging Ltd., an Israeli company whose address is 10 Hamanofim Street Herzliya, 4676670, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
Form of Representative’s Warrant AgreementBeamr Imaging Ltd. • May 30th, 2023 • Services-prepackaged software
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ThinkEquity LLC 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 [__], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beamr Imaging Ltd., a corporation formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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 is being issued pursuant to that certain underwriting agreement, dated as of [__], 2023 between the Company and
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2022 • Beamr Imaging Ltd. • Services-prepackaged software
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrower(s) listed on Schedule I hereto (“Borrower(s)”). The parties agree as follows:
ADVANCE INVESTMENT AGREEMENTAdvance Investment Agreement • February 22nd, 2022 • Beamr Imaging Ltd. • Services-prepackaged software
THIS ADVANCE INVESTMENT AGREEMENT (this “Agreement”) is entered into as of August 26, 2021, by and between Beamr Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”) and the Investor listed in Schedule 1 attached hereto (the “Investor”).
Deferral AgreementBeamr Imaging Ltd. • February 22nd, 2022 • Services-prepackaged software
Loan Agreement: That certain Loan and Security Agreement, dated as of the Loan Agreement Date, between Borrower, Additional Borrowers, if any, and Silicon Valley Bank (“Bank”), as amended, restated or otherwise modified and in effect from time to time.
ContractBeamr Imaging Ltd. • July 12th, 2022 • Services-prepackaged software
THIS WARRANT AND ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS IN ACCORDANCE WITH ALL APPLICABLE instructions of the company’s articles of association, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN PURSUANT TO RULE 144(k), PROVIDED THAT THE COMPANY HAS RECEIVED CUSTOMARY REPRESENTATIONS CERTIFYING AS TO THE AVAILABILITY OF SUCH RULE 144(k)), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION
ContractWarrant to Purchase Stock • February 22nd, 2022 • Beamr Imaging Ltd. • Services-prepackaged software
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2022 • Beamr Imaging Ltd. • Services-prepackaged software • Tel-Aviv
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 19, 2017 (the “Effective Date”) is between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) BEAMR IMAGING LTD, a company organized under the laws of Israel, with its principal place of business at 23 Menachem Begin Road, Tel-Aviv, Israel (“ISR Borrower”), and (ii) BEAMR, INC., a Delaware corporation (“US Borrower”), with its principal place of business at 974 Commercial Street, Suite 200, Palo Alto, CA 94303 (US Borrower and ISR Borrower are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
FUNDING AGREEMENTFunding Agreement • July 12th, 2022 • Beamr Imaging Ltd. • Services-prepackaged software
ContractBeamr Imaging Ltd. • February 22nd, 2022 • Services-prepackaged software
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
