REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2020 • ScoutCam Inc. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into on March 3, 2020 by and among ScoutCam Inc., a Nevada corporation (the “Company”) and the “Investors” named in that certain Securities Purchase Agreement by and among the Company 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 AGENT AGREEMENTWarrant Agent Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____________, 2021 (the “Issuance Date”) is between ScoutCam Inc., a Nevada corporation (the “Company”), and Action Stock Transfer (the “Warrant Agent”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SCOUTCAM INC. (the “Corporation”)ScoutCam Inc. • March 17th, 2023 • Optical instruments & lenses
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 the Issue Date, and on or prior to the close of business thirty-six (36) 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).
SCOUTCAM INC. UNDERWRITING AGREEMENT [*] Firm UnitsUnderwriting Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses • New York
ScoutCam Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of [*] units (the “Firm Units”), with each unit consisting of two shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a Warrant to purchase one share of Common Stock, at an exercise price of $[*] per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to ___ additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/or up to___ additional Warrants to purchase an aggregate of an additional ___
Employment Agreement Of May 21, 2023Employment Agreement • February 20th, 2024 • Odysight.ai Inc. • Optical instruments & lenses
The Manager declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto; (2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement with full volition and consent.
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”).
Employment Agreement Of September 20, 2022Employment Agreement • July 17th, 2023 • Odysight.ai Inc. • Optical instruments & lenses
The Employee declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto; (2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement with full volition and consent.
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....Patent License Agreement • June 29th, 2020 • ScoutCam Inc. • Optical instruments & lenses
This PATENT LICENSE AGREEMENT (“Agreement”), is dated as of December 1, 2019, made effective as of December 1, 2019 (“Effective Date”), by and between Medigus Ltd., a company organized under the laws of the State of Israel (“Licensor”) and ScoutCam Ltd., a company organized under the laws of the State of Israel (“Licensee”). Licensor and Licensee are each referred to herein separately as “Party” and are referred to herein collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2023 • ScoutCam Inc. • Optical instruments & lenses • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 16, 2023 by and among ScoutCam Inc., a Nevada corporation (the “Company”) and the Investor listed in Exhibit A attached hereto (the “Investor” , and together with the investors under the Concurrent Registration Rights Agreement, the “Eligible Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Stock Purchase Agreement by and among the Company and the Investor (as defined therein), dated March 16, 2023 (the “Purchase Agreement”) unless otherwise defined herein.
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • May 12th, 2020 • ScoutCam Inc. • Optical instruments & lenses
This Intercompany Services Agreement (this “Agreement”) is made effective as of May 30, 2019 (the “Effective Date”), by and between Medigus Ltd., a company incorporated under the laws of the State of Israel (“Parent”) and ScoutCam Ltd., a subsidiary of Parent, incorporated under the laws of the State of Israel (“Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2020 • ScoutCam 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2023 • ScoutCam Inc. • Optical instruments & lenses
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 16, 2023, by and among ScoutCam Inc., a Nevada corporation (the “Company”), and the Investor listed in Exhibit A attached hereto (the “Investor”).
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”.
ADDENDUM NO. 1 TO AMENDED AND RESTATED ASSET TRANSFER AGREEMENTAsset Transfer Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses
This Addendum (“Addendum”) is entered into on this 27 day of July 2020, by and between Medigus Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-286697-1 (“Medigus”) and ScoutCam Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51- 595040-0 (“ScoutCam”). Medigus and ScoutCam are sometimes referred to herein as a “Party” and together as the “Parties”.
SUBSCRIPTION AGREEMENT March 22, 2013Subscription Agreement • May 29th, 2013 • Intellisense Solutions Inc.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • September 17th, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc. • New York
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of September 16, 2019, by and among Medigus Ltd., an Israeli Corporation (“Medigus”) and Intellisense Solutions Inc., a Nevada corporation (the “Parent”). Medigus and the Parent, each a “Party” and collectively, the “Parties”.
Re: Patent License Agreement TerminationScoutCam Inc. • October 19th, 2021 • Optical instruments & lenses
For the sake of good order and in connection with the closing of a certain securities purchase agreement (the “Purchase Agreement”) by and between the Company’s parent company, ScoutCam Inc. and M. Arkin (1999) Ltd., this is to confirm that, by virtue of executing this letter, the Patent License Agreement, dated as of December 1, 2019 by and between the Company and Medigus Ltd., attached hereto as Schedule I, is null and void for all intents and purposes as of the date hereof.
CONSULTING AGREEMENTConsulting Agreement • March 16th, 2020 • ScoutCam Inc. • Services-computer programming, data processing, etc. • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 10 of December, 2019 between ScoutCam Ltd., a company incorporated under the laws of Israel (the “Company”) and Shrem Zilberman Group Ltd., whose address is at 20 Raoul Wallenberg St., Tel Aviv 6971916, Israel (the “Consultant”).
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • February 8th, 2018 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
For value received, being USD$11,000, the undersigned, Intellisense Solutions Inc., promises to pay to TRIUS HOLDINGS LIMITED (“Holder”), the sum of Eleven Thousand United States Dollars (USD$11,000), with interest on so much of the Principal Sum as shall from time to time remain unpaid, at a rate which is eight percent (8%) percent per annum calculated annually after the Principal Sum is advanced to the undersigned, payment to be made by money wire payable to and delivered to TRIUS HOLDINGS LIMITED , Office 009, Ebene Junction, Rue de la Democratie Ebene, Republic of Mauritius (the “Principal Amount” and interest herein collectively referred to from time to time as the “Secured Moneys”).
SERVICES AGREEMENTServices Agreement • May 12th, 2020 • ScoutCam Inc. • Optical instruments & lenses • New York
SERVICES AGREEMENT, dated as of April 1, 2019 (the “Agreement”), between Idan Maimon (“Maimon”) and Intellisense Solutions, Inc., a Nevada corporation (the “Company”).
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.
Employment AgreementEmployment Agreement • October 18th, 2022 • ScoutCam Inc. • Optical instruments & lenses
We are pleased to extend you this offer of employment in ScoutCam Ltd., an Israeli company number 515950400, with offices at 7A Gan Hata’asiya St., Omer, Israel (the “Company”). This letter sets forth the terms of your employment, which, if you accept by countersigning below, will govern your employment with the Company (the “Employment Agreement”).
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”).
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”).
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SCOUTCAM INC. (F/K/A INTELLISENSE SOLUTIONS INC.) (the “Corporation”)ScoutCam Inc. • March 31st, 2021 • Optical instruments & lenses
THIS AMENDMENT TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Amendment”) is entered into as of November __, 2020, by and between ScoutCam Inc. (f/k/a Intellisense Solutions Inc.), a Nevada corporation (the “Company”) and the Holder listed in the signature block hereto (““Holder”). Each of the Company and the Holder is a ‘Party” and together, they are the “Parties”.
DIRECTOR APPOINTMENT AND SERVICES AGREEMENTDirector Appointment and Services Agreement • December 20th, 2023 • Odysight.ai Inc. • Optical instruments & lenses
This Director Appointment and Services Agreement (the “Agreement”) is made and entered into as of December 6, 2023 (the “Effective Date”) between Odysight.ai Inc. (the “Company”), and Jackson Schneider, ID No. *** (the “Director”)
SERVICES AGREEMENTServices Agreement • July 9th, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
THIS OPTIMA SOLUTIONS LTD. AGREEMENT (the “Agreement”) is dated as of this 1st day of May 2019, between Intellisense Solutions, Inc. a Nevada corporation (the "Company") and service provider Oded Gilboa and Optima Solutions Ltd., an Israeli entity under the control of Oded Gilboa (the "provider"). The Company and The provider are sometimes referred to collectively, as the "Parties" and individually, as a "Party."
STOCK TRANSFER AGREEMENTStock Transfer Agreement • February 20th, 2024 • Odysight.ai Inc. • Optical instruments & lenses
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of June 1, 2023 (the “Effective Date”), by and among M. Arkin (1999) Ltd. (“Arkin”) and the additional purchasers listed in Exhibit A attached hereto (each of Arkin and such additional purchasers, a “Purchaser” and collectively the “Purchasers”) and Medigus Ltd. (“Medigus”) and the additional sellers listed in Exhibit A-1 attached hereto (each of Medigus and such additional sellers, a “Seller” and collectively the “Sellers”).
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • February 8th, 2018 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
For value received, being USD$11,000, the undersigned, Intellisense Solutions Inc., promises to pay to TRIUS HOLDINGS LIMITED (“Holder”), the sum of Eleven Thousand United States Dollars (USD$11,000), with interest on so much of the Principal Sum as shall from time to time remain unpaid, at a rate which is eight percent (8%) percent per annum calculated annually after the Principal Sum is advanced to the undersigned, payment to be made by money wire payable to and delivered to TRIUS HOLDINGS LIMITED , Office 009, Ebene Junction, Rue de la Democratie Ebene, Republic of Mauritius (the “Principal Amount” and interest herein collectively referred to from time to time as the “Secured Moneys”).
TERMINATION AGREEMENTTermination Agreement • June 29th, 2017 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc. • Arizona
This Termination Agreement (this “Termination Agreement”) is entered into as of this 17th day of May, 2016 (the “Effective Date”), by and among Intellisense Solutions Inc., a Nevada corporation (“Pubco”), Intellisense (Israel) Ltd., a company incorporated in the State of Israel and a wholly-owned subsidiary of Pubco (“Merger Sub”), and Dotz Nano Ltd., a company incorporated in the State of Israel (“Priveco”, and together with Pubco and Merger Sub, the “Parties”).
FEASIBILITY STUDY AND OPTION AGREEMENTFeasibility Study and Option Agreement • May 9th, 2019 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
This Research and Option Agreement (“Agreement”) made in Jerusalem and bearing the effective date of February __, 2019 (“Effective Date”), is by and between YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”) and Canna Powder LTD., of 20 Raul Wallenberg , Tel Aviv (the “Company").
MERGER AGREEMENTShare Exchange Agreement • December 17th, 2015 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc. • Nevada
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • February 8th, 2018 • Intellisense Solutions Inc. • Services-computer programming, data processing, etc.
For value received, being USD$10,000, the undersigned, Intellisense Solutions Inc., promises to pay to TRIUS HOLDINGS LIMITED (“Holder”), the sum of Ten Thousand United States Dollars (USD$10,000), with interest on so much of the Principal Sum as shall from time to time remain unpaid, at a rate which is eight percent (8%) percent per annum calculated annually after the Principal Sum is advanced to the undersigned, payment to be made by money wire payable to and delivered to TRIUS HOLDINGS LIMITED , Office 009, Ebene Junction, Rue de la Democratie Ebene, Republic of Mauritius (the “Principal Amount” and interest herein collectively referred to from time to time as the “Secured Monies”).
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.
