WARRANT AGREEMENT between MEDTECH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MedTech Acquisition Corporation New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”) and Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offe
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among MedTech Acquisition Corporation, a Delaware corporation (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of August, 2021, by and among Memic Innovative Surgery Ltd., a company organized under the laws of the State of Israel (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
indemnification agreementIndemnification Agreement • January 14th, 2022 • Memic Innovative Surgery Ltd. • Surgical & medical instruments & apparatus
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ____________, 2022, is entered into by and between Memic Innovative Surgery Ltd., an Israeli company whose address is 6 Yonatan Netanyahu, Or Yehuda 6037604, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of ________________, by and among Memic Innovative Surgery Ltd., an Israeli company (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (“SPAC Sponsor”), the equityholders of the Company designated on Schedule A hereto (collectively, the “Memic Equityholders”, and together with SPAC Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”), and solely for purposes of Section 5.7 of this Agreement, MedTech Acquisition Corp., a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
MedTech Acquisition CorporationMemic Innovative Surgery Ltd. • September 30th, 2021 • New York
This letter agreement by and between MedTech Acquisition Corporation (the “Company”) and MedTech Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT TO PURCHASE SERIES D-1 PREFERRED SHARES of Memic Innovative Surgery Ltd.Warrant • December 22nd, 2021 • Memic Innovative Surgery Ltd. • Surgical & medical instruments & apparatus
This Warrant (this “Warrant”) is issued on _______, 2020 (the “Warrant Issue Date”) to [________] (the “Holder”) by Memic Innovative Surgery Ltd., a company incorporated under the laws of the State of Israel (the “Company”), in connection with the aggregate investment of between US$45,000,000 and US$100,000,000 (the “Investment”) initiated during August 2020. This Warrant is one of a series of Warrants being issued in connection with the Investment.
Company Voting AgreementCompany Voting Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd.
This Company Voting Agreement (this “Agreement”) is made as of August 12, 2021, by and between MedTech Acquisition Corporation, a Delaware corporation (“SPAC”), and the party listed on the signature page hereto as a “Shareholder” (the “Shareholder”).
Confidentiality and Lock-up AgreementConfidentiality and Lock-Up Agreement • September 30th, 2021 • Memic Innovative Surgery Ltd. • Delaware
This Confidentiality and Lock-Up Agreement is dated as of August 12, 2021 and is by and among Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, and together with the Sponsor, the “Shareholder Parties”), and solely for purposes of Section 4.01, MedTech Acquisition Corporation, a Delaware corporation (“SPAC”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 14th, 2022 • Memic Innovative Surgery Ltd. • Surgical & medical instruments & apparatus • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], by and among Memic Innovative Surgery Ltd., a company organized under the laws of the State of Israel (the “Company”), MedTech Acquisition Corporation, a Delaware corporation (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”).
