REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 26th day of December, 2019 by and among Intellisense Solutions Inc., a Nevada corporation (the “Company”) and the “Investors” named in that certain Securities Purchase Agreement by and among the Company, ScoutCam Ltd. and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF INTELLISENSE SOLUTIONS INC. (the “Corporation”)Warrant Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, [●] (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 December 30, 2019 (the “Initial Exercise Date”), and on or prior to the close of business eighteen (18) months following the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from the Corporation, up to [●] shares of Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 26, 2019, by and among ScoutCam Ltd., an Israeli company (the “Company”), Intellisense Solutions, Inc., a corporation incorporated under the laws of Nevada (the “Parent”) and the persons and entities listed on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT....Asset Transfer Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED ASSET TRANSFER AGREEMENT, dated as of December 1, 2019 (the “Agreement”), effective as of March 1, 2019 (the “Effective Date”) is entered into by and between ScoutCam Ltd., a company organized under the laws of the State of Israel (the “Transferee”), and Medigus Ltd., a company organized under the laws of the State of Israel (“Transferor”). The Transferee and Transferor are referred to hereunder as the “Parties”, and each of them individually as a “Party”.
CONSULTING AGREEMENTConsulting Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc. • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 31st of July 2019, between ScoutCam Ltd., private company number 51-595040-0, whose address is at Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel (the “Company”) and Prof. Benad Goldwasser, whose address is at Rosenblum Herzl 8, Tel Aviv (the “Consultant”).
Escrow AgreementEscrow Agreement • December 31st, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
This Escrow Agreement (this “Agreement”) is dated as of December 26, 2019 among ScoutCam Ltd. (the “Company”), a limited liability company organized under the laws of Israel, Intellisense Solutions Inc., a corporation incorporated under the laws of Nevada (the “Parent”), Altshuler Shaham Trusts Ltd., Israeli company no. 513901330 (the “Trustee”), and the persons and entities listed on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
