WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SCOUTCAM INC. (the “Corporation”)Warrant Agreement • May 19th, 2020 • ScoutCam Inc. • Optical instruments & lenses
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, M. Arkin (1999) Ltd. (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 May 18, 2020 (the “Initial Exercise Date”), and on or prior to the close of business twenty-four (24) 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 4,132,232 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 • May 19th, 2020 • ScoutCam Inc. • Optical instruments & lenses
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 18, 2020, by and between ScoutCam Inc., a Nevada corporation (the “Company”) and the entity listed in Exhibit A attached hereto (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2020 • ScoutCam Inc. • Optical instruments & lenses • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of May, 2020 by and among ScoutCam Inc., a Nevada corporation (the “Company”) and the Investor (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement by and between the Company and the Investor, dated May 18, 2020 (the “Purchase Agreement”) unless otherwise defined herein.
May 18, 2020 To: M. Arkin (1999) Ltd. (“Arkin”)Letter Agreement • May 19th, 2020 • ScoutCam Inc. • Optical instruments & lenses
This letter agreement (this “Letter Agreement”) confirms certain understandings relating to the Spinoff Agreements (as defined below), which the undersigned, ScoutCam Inc. (the “Company”) and Medigus Ltd. (“Medigus”) have undertaken to you as condition to your investment in the Company. Reference is made to certain Amended and Restated Asset Transfer Agreement (the “Asset Agreement”) and that certain Patent License Agreement (the “License Agreement”, and collectively, the “Spinoff Agreements”), each entered into by and between Medigus and ScoutCam Ltd., a wholly owned subsidiary of the Company (the “Subsidiary”), dated December 1, 2019. Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Spinoff Agreements.
VOTING AGREEMENTVoting Agreement • May 19th, 2020 • ScoutCam Inc. • Optical instruments & lenses
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 18th day of May, 2020, by and among ScoutCam Inc., a Nevada corporation (the “Company”), M. Arkin (1999) Ltd. (“Arkin”) and Medigus Ltd. (“Medigus”) (together with Arkin, the “Stockholders”, and each individually a “Stockholder”).
