SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2017, between MedyMatch Technology Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
indemnification agreementIndemnification Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________ ___, 2018, is entered into by and between MaxQ AI Ltd., an Israeli company whose address is 76 Yigal Alon St., Tel Aviv-Yafo, 6706701, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
Lock-Up AgreementLock-Up Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
The undersigned understands that ViewTrade Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Agreement”) with MaxQ AI Ltd., a company organized under the laws of the State of Israel (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including ordinary shares, par value New Israeli Shekel (NIS) 0.01 per share (the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2017, by and among MedyMatch Technology Ltd., a company incorporated under the laws of the State of Israel, with headquarters located at 76 Yigal Alon Street, Floor 5, Tel Aviv, Israel 6706701 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENT Executed on this 1st day of April, 2016Employment Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
This Employment Agreement (this “Agreement”) is entered by and between MedyMatch Technology Ltd., with offices at 76 Yigal Alon, Tel-Aviv, Israel (the “Company”) and Robert Mehler, I.D. No. 302113808 of Tidhar 7A Zichron Yaakov 30900, email: Robert.mehler@gmail.com (the “Executive”)
SECURITY AGREEMENT (FIXED CHARGE)Security Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
SECURED CONVERTIBLE NOTE DUE DECEMBER __, 2018MaxQ AI Ltd. • August 9th, 2018 • Services-computer programming services • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of MEDYMATCH TECHNOLOGY LTD., a company incorporated under the laws of the State of Israel (the “Borrower”), having its principal place of business at 76 Yigal Alon Street, Floor 5, Tel Aviv, Israel 6706701, due December 29, 2018, subject to acceleration and extension as described herein (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUMMARY OF LEASE AGREEMENTSummary of Lease Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
English summary of principal terms of Lease Agreement, dated April 24, 2018, by and between Amcor Ltd. (the “Landlord”), as landlord, and MaxQ AI Ltd. (the “Company”), as tenant (the “Lease”) with respect to the Company’s offices in Israel.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
AGREEMENT dated as of December 29, 2017 (this “Agreement”) among MedyMatch Technology Ltd., a company incorporated under the laws of the Israel (the “Company”), Exigent Total Return Master Fund Ltd., a Cayman Islands limited liability company, Executives Holdings LP, a Delaware limited partnership, Lightbulb Partners LP, a Delaware limited partnership, Eugene Saragnese (“Saragnese”), and Reuven Raz (“Raz”).
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
THIS OMNIBUS AMENDMENT AGREEMENT (this “Amendment”), is made as of March 23, 2018, between MaxQ AI Ltd. (f/k/a MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the “Company”), and South Florida Biotech Ventures LLC (including its successors and permitted assigns, “South Florida”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the SPA (as defined below).
OMNIBUS AMENDMENT AGREEMENT NUMBER THREEOmnibus Amendment Agreement Number Three • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
THIS OMNIBUS AMENDMENT AGREEMENT NUMBER THREE (this “Amendment”), is made as of August 7, 2018, between MaxQ AI Ltd. (formerly known as MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively “Purchasers”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the SPA (as defined below).
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • Tel-Aviv
THIS CONSULTING AGREEMENT (the “Agreement”) is made on 1 December 2014 between MEDYMATCH TECHNOLOGY LTD., a private limited company incorporated and registered in Israel, whose address is at 54 Ben Gurion Blvd., Tel Aviv, Israel (the “Company”) and EITAN MACHOVER, whose address is at 15 Rophe Hamachtarot St. Tel Aviv, Israel (the “Consultant”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of March 23, 2018, between MaxQ AI Ltd. (f/k/a MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the “Company”), and Exigent Total Return Master Fund Ltd., a Cayman Islands limited liability company, Executives Holdings LP, a Delaware limited partnership, Lightbulb Partners LP, a Delaware limited partnership, Eugene Saragnese, and Reuven Raz (collectively the “Investors”).
Palladium Capital Advisors, LLC New York, New York 10020 Tel (646) 485-7297 Fax (646) 390-6328Understanding and Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
This will confirm the understanding and agreement (this “Agreement”) between palladium capital advisors, llc, a Delaware limited liability company (“Palladium”), and MedyMatch Technology Ltd., an Israeli company (the “Company”), as follows:
SECURITY AGREEMENT (FLOATING CHARGE)Security Agreement • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services
WHEREAS, the undersigned, MedyMatch Technology Ltd., a limited liability private company, no. 514972785, organized and existing under the laws of the State of Israel, with its registered office at 76 Yigal Alon, Tel Aviv, 6706701, Israel (hereinafter: the “Borrower”), intends to receive from the undersigned lenders, South Florida Biotech Ventures, LLC (“SFBV”), a limited liability company organized in the State of Florida, with its registered office at 445 W. 40th Street, Miami Beach, FL 33140, and Palladium Capital Advisors LLC, a limited liability company organized in the State of Delaware, with its registered office at 10 Rockefeller Plaza, Suite 909, New York, NY 10020 (hereinafter: together, the “Lenders”), secured bridge loans convertible into shares, pursuant to, for such purpose and on such conditions as specified in the provisions of the Secured Convertible Note of each Lender issued in connection with that certain Securities Purchase Agreement (the “SPA”) entered into by and
Amended and Restated Articles of Association ofMaxQ AI Ltd. • August 9th, 2018 • Services-computer programming services
OMNIBUS AMENDMENT AGREEMENT NUMBER TWOOmnibus Amendment Agreement Number Two • August 9th, 2018 • MaxQ AI Ltd. • Services-computer programming services • New York
THIS OMNIBUS AMENDMENT AGREEMENT NUMBER TWO (this “Amendment”), is made as of August 1, 2018, between MaxQ AI Ltd. (formerly known as MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively “Purchasers”) (including purchasers who acquire Notes and Warrants on or about the date of this Amendment, each a “August Purchaser” their successors and permitted assigns). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the SPA (as defined below).
