0001104659-21-093678 Sample Contracts
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of October 16, 2019, by and among CITTA, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
Standard Contracts
ContractWarrant Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE is issued pursuant to the terms of that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement (“Purchase Agreement”), by and among Marpai, Inc., a Delaware corporation (“Company”), Marpai Health, Inc., a Delaware corporation (“Marpai Health”), the stockholders and certain holders of convertible notes of Marpai Health, including the undersigned lender (“Lender”), Continental Benefits, LLC, a Florida limited liability company, and WellEnterprises USA, LLC, a Florida limited liability company and, solely for the purposes set forth in Section 13.15 of the Purchase Agreement, HillCour, Inc., a Florida corporation, as well as that certain Note Exchange Agreement, dated as of the Note Date, between the Company, the Lender and certain other holders of Marpai Health convertible notes.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of December 1, 2020, by and among MARPAI HEALTH, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
CITTA, INC. CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of July 9, 2019 (the “Effective Date”) by and between CITTA, Inc., a Delaware corporation (the “Company”), and Grays West Ventures LLC, through its member, Edmundo Gonzalez (together, “Consultant”) (Consultant and Company herein referred to individually as a “Party,” or collectively as the “Parties”).
ContractWarrant Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT BY AND AMONG MARPAI, INC., MARPAI HEALTH, INC., THE NOTEHOLDERS AND STOCKHOLDERS OF MARPAI HEALTH, INC., CONTINENTAL BENEFITS, LLC, WELLENTERPRISES USA, LLC AND HILLCOUR, INC. DATED AS OF FEBRUARY...Equity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Delaware
THIS EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT (this “Agreement”) is entered into as of February __, 2021 (the “Effective Date”) by and among Marpai, Inc., a Delaware corporation (“Buyer”), Marpai Health, Inc., a Delaware corporation (“Marpai”), the undersigned stockholders and the holders of convertible notes of Marpai (“Marpai Stockholders” and “Marpai Noteholders”, respectively, and collectively “Marpai Sellers”), Continental Benefits, LLC, a Florida limited liability company (the “Company”), and WellEnterprises USA, LLC, a Florida limited liability company (the “Company Seller” and collectively with the Marpai Sellers, the “Sellers”), and, solely for the purposes set forth in Section 13.15, HillCour, Inc., a Florida corporation (“Hillcour”). Buyer, Marpai, the Marpai Sellers, the Company, and the Company Seller are sometimes referred to collectively as the “Parties” and each as a “Party.”
SUBORDINATION AGREEMENTSubordination Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Subordination Agreement (the "Agreement") is made as of October 24 , 2019, by and between the individual or entities identified on the signature pages hereto and any other individual or entity who executes a joinder to this Agreement in the form attached hereto (individually and collectively, " Creditor"), and SQN VENTURE INCOME FUND, LP, a Delaware limited partnership, with its principal place of business at 100 Arboretum Drive, Suite 105, Portsmouth, New Hampshire 03801 ("Lender").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
This TRANSITION SERVICES AGREEMENT (the "Agreement") is made this 1st day of April, 2021 (the "Effective Date"), by and between WellEnterprises, LLC, a Florida limited liability company ("WellEnterprises"), HillCour, LLC a Florida limited liability company (“HillCour” and collectively with WellEnterprises, “Seller Parties”), Continental Benefits, LLC, a Florida limited liability company (“Continental”), and Marpai, Inc. a Delaware corporation (“Marpai” and collectively with Continental, the “Buyer Parties”, and with WellEnterprises and HillCour, each, a "Party", and collectively, the "Parties").
AGREEMENT RELATING TO VOTING POWER BETWEEN CO-FOUNDERS OF MARPAI, INC. AND GRANT OF A POWER OF ATTORNEY AND PROXYVoting Power Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This agreement relating to the vote of shares of Marpai, Inc., a Delaware corporation (“Marpai Stock” and “Marpai”, respectively) and the grant of a power of attorney and proxy (this “Agreement” and the “Power of Attorney and Proxy”, respectively) is entered into by and between, Hillcour Investment Fund LLC, WellEnterprises USA LLC, Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures LLC (wholly owned by Edmundo Gonzalez), the co-founders of Marpai (each a “Co-Founder”, and collectively the “Co-Founders”), and is effective as of June 28, 2021 (the “Effective Date”).
ContractTrademark Assignment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS TRADEMARK ASSIGNMENT AGREEMENT (“Assignment”) is made and entered into as of April 1, 2021 (“Effective Date”) by and between Hillcour, Inc., a Florida corporation, with a business address located at 5702 East Hillsborough Avenue, Suite 1417, Tampa, FL 33610; and Continental Benefits, LLC, a Florida limited liability company, located at 422 South Kings Avenue, Brandon, FL 33511 (jointly referred to “Assignors”) and Marpai Health, Inc., a New York corporation, located at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 and Azrieli Center, Circular Building, 132 Derech Menachem Begin Street, Tel Aviv-Yafoa, Israel (“Assignee”). Assignors and Assignee may be individually referred to herein as “Party” or collectively as “Parties.”
PERSNAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Tel-Aviv
This Personal Employment Agreement (the “Agreement”) is made and entered into as of March 24th, 2021 by and between EYME Technologies Ltd., a company organized under the laws of the State of Israel, company registration number 516001351, with offices at Azrieli Towers, Round Building, Tel Aviv, Israel (the “Company”), and Mordechai Geva, holder of Israeli I.D. number 040115669 residing at Prof. Israel Yeivin 6 St., Petah Tikvah (the “Employee”).
EXECUTIVE EMPLOYMENT AGREEMENT (Edmundo Gonzalez)Executive Employment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Executive Employment Agreement (this “Agreement”) is entered into as of April 1, 2021 between Marpai Inc. a Delaware corporation (the “Company”), and Edmundo Gonzalez (“Executive”).
ADDENDUM TO AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENTEquity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Addendum, dated ______________, 2021 (“Addendum”) to that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement, dated April 1, 2021 (the “Agreement”), is entered into by and between Marpai, Inc., a Delaware corporation, and (the “Buyer”), WellEnterrpises USA, LLC, a Florida limited liability (“Company Seller”), and is agreed to and ratified by the undersigned Original Noteholders (as defined in the Agreement).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of March 25, 2019, by and among CITTA, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
This TRANSITION SERVICES AGREEMENT (the "Agreement") is made this 1st day of April 2021 (the "Effective Date"), by and between HillCour, LLC a Florida limited liability company (“HillCour” Continental Benefits, LLC, a Florida limited liability company (“Continental”), and Marpai, Inc. a Delaware corporation (“Marpai” each, a "Party", and collectively, the "Parties").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2019 by and between CITTA, Inc., a Delaware corporation (“Buyer”), and SQN Venture Income Fund, L.P., a Delaware limited partnership (“Seller”).
CITTA, INC. CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of July 29, 2019 (the “Effective Date”) by and between CITTA, Inc., a Delaware corporation (the “Company”), and Yaron Eitan (together, “Consultant”) (Consultant and Company herein referred to individually as a “Party,” or collectively as the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Asset Purchase Agreement (this “Agreement”), dated as of August 12, 2019, is entered into by and between SQN Venture Income Fund, L.P., a Delaware limited partnership (“Seller”), and CITTA, Inc., a Delaware Corporation (“Buyer”).
CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS CONSULTING AGREEMENT (“Agreement”) is made on March 1st, 2019 (the “Effective Date”) by and between EYME Technologies Ltd., an Israeli Company, with offices located at 132 Menahem Begin Rd., Tel Aviv (the “Company”) and Keystone Systems Ltd., an Israeli company with offices located at 6 Prof. Israel Yavin St., Petah Tikvah (the “Consultant”).
CITTA, INC. CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of July 29, 2019 (the “Effective Date”) by and between CITTA, Inc., a Delaware corporation (the “Company”), and Yaron Eitan (together, “Consultant”) (Consultant and Company herein referred to individually as a “Party,” or collectively as the “Parties”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 1, 2021 (the “Effective Date”) is made by and among Marpai, Inc. (the “Company”) and each of the parties listed on the signature pages hereto (each a “Noteholder”, and collectively, the “Noteholders”).
ASSIGNMENT AND ASSUMPTION AGREEMENT (Contracts)Assignment and Assumption Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
This Assignment and Assumption Agreement (this “Assignment”) is executed as of April 1, 2021, by Hillcour, Inc., a Florida corporation (the “Assignor”), and Continental Benefits, LLC, a Florida limited liability company (the “Assignee”).
OFFICE LEASE NETPARK TAMPABAY by and between BLUETT CAPITAL REALTY, INC., a Florida corporation, as Authorized Agent for Landlord and CONTINENTAL BENEFITS, LLC, a Florida limited liability company, TenantOffice Lease • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS OFFICE LEASE (this “Lease”) is made and entered into as of the _____ day of ____, 201___, by and between NETPARK HOLDING, LLC; NNN NETPARK, LLC; NNN NETPARK 1, LLC; NNN NETPARK 2, LLC; NNN NETPARK 3, LLC; NNN NETPARK 4, LLC; NNN NETPARK 5, LLC; NNN NETPARK 6, LLC; NNN NETPARK 7, LLC; NNN NETPARK 8, LLC; NNN NETPARK 9, LLC; NNN NETPARK 10, LLC; NNN NETPARK 12, LLC; NNN NETPARK 13, LLC; NNN NETPARK 15, LLC; NNN NETPARK 16, LLC; NNN NETPARK 17, LLC; NNN NETPARK 18, LLC; NNN NETPARK 19, LLC; NNN NETPARK 20, LLC; NNN NETPARK 21, LLC; NNN NETPARK 22, LLC; NNN NETPARK 23, LLC; NNN NETPARK 24, LLC; NNN NETPARK II, LLC; NNN NETPARK II 1, LLC; NNN NETPARK II 2, LLC; NNN NETPARK II 3, LLC; NNN NETPARK II 4, LLC; NNN NETPARK II 5, LLC; NNN NETPARK II 6, LLC; NNN NETPARK II 7, LLC; NNN NETPARK II 8, LLC; NNN NETPARK II 9, LLC; NNN NETPARK II 10, LLC, each a Delaware limited liability company (“Landlord”), acting by and through BLUETT CAPITAL REALTY, INC., a Florida corporation, as Authorized A
ContractSecured Convertible Promissory Note • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BILL OF SALEBill of Sale • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS BILL OF SALE (this “Bill of Sale”), dated as of October 24, 2019, is made by and between SQN Venture Fund, Inc., a Delaware limited partnership (“Seller”), and CITTA, Inc., a Delaware corporation (“Buyer”).
ADDENDUM TO AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENTEquity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Addendum, dated May 7, 2021 (“Addendum”) to that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement, dated April 1, 2021 (the “Agreement”), is entered into by and between Marpai, Inc., a Delaware corporation (the “Buyer”), and WellEnterrpises USA, LLC, a Florida limited liability (“Company Seller”), and is agreed to and ratified by the undersigned Original Noteholders (as defined in the Agreement).
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Advisory Board Agreement (the “Agreement”) is entered into between Marpai Health, Inc. (“Company”) and Ronnie Brown (“Advisor”) as of February 3, 2020 (“Effective Date”). Company and Advisor agree as follows:
