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).
indemnification agreementIndemnification Agreement • February 28th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 2024, is entered into by and between Holdco Nuvo Group D.G 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 (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2023 • Holdco Nuvo Group D.G Ltd. • New York
This Registration Rights Agreement (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (“Nuvo”), LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“SPAC”), LAMF SPAC Holdings I LLC, a Cayman Islands limited liability company (“SPAC Sponsor”), the executive officers and directors of SPAC as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement (as defined below), LAMF SPAC I LLC, Nweis Investments LLC, Atoe LLC, 10X LLC, 10X LAMF SPAC SPV LLC, Cohen Sponsor LLC – A16 RS and ASCJ Global LLC – Series 16 (collectively, the “SPAC Sponsor Members”) (such executive officers and directors, together with the SPAC Sponsor Members and SPAC Sponsor, the “Sponsor Parties”), and certain sh
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”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • May 8th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of April 30, 2024, by and among LAMF Global Ventures Corp. I, a Cayman Islands exempted company (the “Company” or “LAMF”), Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
SERIES A ORDINARY SHARE PURCHASE WARRANT HOLDCO NUVO GROUP D.G LTD.Warrant Agreement • June 17th, 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”), dated as of May 1, 2024, is made and entered into by and among Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (“Nuvo”), LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“SPAC”), LAMF SPAC Holdings I LLC, a Cayman Islands limited liability company (“SPAC Sponsor”), the executive officers and directors of SPAC as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement (as defined below), LAMF SPAC I LLC, Nweis Investments LLC, Atoe LLC, 10X LLC, 10X LAMF SPAC SPV LLC, Cohen Sponsor LLC – A16 RS and ASCJ Global LLC – Series 16 (collectively, the “SPAC Sponsor Members”) (such executive officers and directors, together with the SPAC Sponsor Members and SPAC Sponsor, the “Sponsor Parties”), and certain
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 29th, 2023 • Holdco Nuvo Group D.G Ltd.
This Sponsor Support Agreement (this “Support Agreement”) is dated as of August 17, 2023, by and among LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“SPAC”), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), Holdco Nuvo Group D.G. Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”), LAMF SPAC Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”) and the directors and executive officers of SPAC whose names appear on the signature pages of this Support Agreement (such shareholders and affiliates, the “Insiders”, and together with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Holdco Nuvo Group D.G Ltd.
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) made as of [●], 2023 (the “Effective Date”), is entered into by and between NUVO GROUP LTD., Registration No. 513849000, a company organized under the laws of the State of Israel (the “Company”, and, as applicable, the Company and its Subsidiaries, taken together (in particular, where such entities are taken together under the BCA (as defined below))), Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”) and the purchaser(s) identified in Schedule 1 attached hereto (the “Purchaser”).
WARRANT TO PURCHASE SHARES OF NUVO GROUP LTD.Warrant Agreement • January 16th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus
This is to certify that _________________ (“Holder”) is entitled to purchase, subject to the provisions of this warrant (“Warrant”), from Nuvo Group Ltd., Registration No. 513849000, a company organized under the laws of the State of Israel (“Company”), upon the Effective Date, up to such number of Ordinary Shares of the Company, as specified below (and as may be adjusted hereunder). Capitalized Terms which are not defined below shall have the meanings and definitions attributed to them under the Note.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 29th, 2023 • Holdco Nuvo Group D.G Ltd. • Delaware
This Shareholder Support Agreement (this “Agreement”) is dated as of August 17, 2023, by and among LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“SPAC”), the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Nuvo Group Ltd., a company organized under the laws of the State of Israel (the “Company”), and Holdco Nuvo Group D.G. Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
MASTER PURCHASE AGREEMENT FOR FETAL/MATERNAL MONITORING PRODUCTSMaster Purchase Agreement • September 29th, 2023 • Holdco Nuvo Group D.G Ltd.
PHILIPS ELECTRONICS NEDERLAND B.V. and its Affiliates (hereinafter referred to as “Philips”), also acting for the benefit of Participants (as defined hereinafter),
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
AMENDMENT NUMBER 1 TO CONVERTIBLE NOTEConvertible Note • May 8th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus
This AMENDMENT NO. 1 (the “Amendment”), dated as of [●] (the “Amendment Effective Date”), hereby amends that certain convertible note, dated [●] (the “Convertible Note”), which was delivered by Nuvo Group Ltd. (“Nuvo”) to the order of [●] (“Holder”). Any capitalized terms that are not defined in this Amendment shall have the meanings attributed to them under the Convertible Note.
CONVERTIBLE NOTEConvertible Note • January 16th, 2024 • Holdco Nuvo Group D.G Ltd. • Surgical & medical instruments & apparatus
