WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SCOUTCAM INC. (the “Corporation”)ScoutCam Inc. • June 24th, 2020 • Optical instruments & lenses
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, Medigus 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 June 23, 2020 (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 787,471 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).
June 23, 2020Letter Agreement • June 24th, 2020 • ScoutCam Inc. • Optical instruments & lenses
This letter agreement (this “Letter Agreement”) confirms certain understandings relating to the Credit Arrangements (as defined below), which ScoutCam Inc. (the “Company”), ScoutCam Ltd. (the “Subsidiary”) and Medigus Ltd. (“Medigus”) have agreed to amend. Reference is made to that certain Capital Note #1, dated August 27, 2019 (the “Original Note”), which is attached hereto as Appendix A, and that certain resolution of the Medigus board of directors, duly approved on February 2, 2020 (the “Medigus Resolution”, and together with the Original Note, the “Credit Arrangements”), which amended certain terms and conditions of the Original Note. Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Credit Arrangements.
