IR-Med, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT IR-MED, Inc.Common Stock Purchase Warrant • June 10th, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 9, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IR-Med Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 14th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2025 (the “Execution Date”), is entered into by and between IR-Med Inc., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT IR-MED, INC.Security Agreement • September 3rd, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_] or its assigns (the “Holder”) is entitled, subject to the vesting terms contained herein, upon the terms and the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 19, 2025 (the “Initial Exercise Date”) and on or prior to the close of business on August 19, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IR-Med, Inc., a Nevada corporation (the “Company”), up to [_] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, subject to vesting as set forth in Section 3(c). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 1st, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the individual listed in Exhibit A of this Amendment (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original Loan Agreement (as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2025, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2023 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
The Company hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the ___ day of ______ 2023 (the “Closing Date”).
Employment AgreementEmployment Agreement • May 7th, 2021 • IR-Med, Inc.
This Employment Agreement (this “Agreement”) is dated as of January [___], 2021, by and between I.R Med Ltd., a company organized under the laws of the State of Israel with registration number 514824952 having its principal place of business at ZHR Industrial Zone, Rosh Pina, Israel 12000 (the “Company”), and Sharon Levkoviz, ID#027123751 (the “Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2022 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by IR-Med, Inc, Inc., a Nevada corporation (the “Company”).
Amended Consideration in the Service Agreement of February 2020 Re: Amended Consideration in the Service Agreement between VAXA Technologies Ltd., Private Company No. 515564896 (previously Algaennovation Ltd.) and IR-Med Ltd. 514824952Service Agreement • August 26th, 2021 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
The Consideration Section (Section 3.1) in the Service Agreement signed in February 2020 between VAXA Technologies Ltd. (previously Algaennovation Ltd.), Private Company No. 515564896, and IR-Med Ltd. 514824952., is amended, and will, as of 2021, amount to NIS 11,700 instead of NIS 5,000. This is the only change made to the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • Tel-Aviv
THIS AGREEMENT is entered into on August 22, 2024, by and between IR. Med LTD, R.N. 514824952 a private company incorporated under the laws of the State of Israel and maintaining its principal place of business at Yahalom 20 Z.H.R Industrial Zone Rosh Pina, Israel (the “Company”), and Ran Ziskind I.D. number 023713266, residing at _________________________ Rosh Pina, Israel (the “Executive”).
WarrantWarrant Agreement • May 7th, 2021 • IR-Med, Inc. • Nevada
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SERVICE AGREEMENT Signed and entered on the _________ day of February 2020 By and Between: Algaennovation Ltd. Private Company No. 515564896 OTI Building, Tzahar Industrial Zone Rosh Pina (Hereinafter: “Algaennovation”)Service Agreement • August 26th, 2021 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
Algaennovation and the Company will be jointly referred to hereinafter as the “Parties,” and each of them separately will also be referred to as a “Party.”
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 1st, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This THIRD AMENDMENT TO THE SHARHOLDER LOAN AGREEMENT (this “Amendment”) is made as of this 1st day of January 2024 (the “Effective Date”), by and between IR. Med Ltd. an Israeli company (the “Company”) and the undersigned lenders (each a “Lender” and collectively, the “Lenders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as hereinafter defined).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • May 24th, 2023 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
TERMINATION AND SETTLEMENT AGREEMENT made as of the 21st day of May 2023 (the “Effective Date”), by and among IR-Med, Inc., a Nevada corporation with offices at ZHR Industrial Zone Rosh Pina Israel (“IR-Med Inc.”), IR. Med Ltd., a company organized under the laws of Israel, with offices at ZHR Industrial Zone, Rosh Pina Israel (“IR-Med Ltd”; together with IR-Med Inc., the “Companies”) and Moshe Gerber residing at 4 Golda Meir Street, Apr. 53, Hod HaSharon, Israel (“MG”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2021 • IR-Med, Inc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by IR-Med, Inc., a Nevada corporation (the “Company”).
AMENDMENT TO CONVERTIBLE BRIDGE LOAN AGREEMENTConvertible Bridge Loan Agreement • September 11th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment Agreement (“Amendment”) is made and entered into as of the date of the last signature below (the “Effective Date”) by and between I.R Med Ltd., an Israeli company (the “Company”), and the lender(s) , Yaniv Cohen of the outstanding loan (the “lender(s)”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2021 • IR-Med, Inc. • Tel-Aviv
THIS AGREEMENT is entered into effect on December__ 2020 (the “Effective Date”), by and between IR-Medical LTD, R.N. 51-4824952 a private company incorporated under the laws of the State of Israel and maintaining its principal place of business at Rosh Pina Industrial zone , Israel (the “Company”), and Limor Davidson Mund I.D. number 029626827, residing at Hod Hasharon, Israel (the “Executive”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 11th, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) dated as of July 7, 2024, by and between Yaniv Cohen (the “Consultant”) and I.R. Med Ltd. (the “Company”). Each of the Company and the Consultant shall be referred to collectively as the “Parties” and individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September [__], 2025, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 11th, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) dated as of July 7, 2024, by and between Aharon Klien (the “Consultant”) and I.R. Med Ltd. (the “Company”). Each of the Company and the Consultant shall be referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT TO 2015 LOAN AGREEMENTLoan Agreement • September 11th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment Agreement (“Amendment”) is made and entered into as of the date of the last signature below (the “Effective Date”) by and between I.R Med Ltd., an Israeli company (the “Company”), and the lender , Yaniv Cohen, of the outstanding loan (the “lender”).
IR MED, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 7th, 2021 • IR-Med, Inc. • Nevada
THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this ___ day of ________, 2021 (the “Grant Date”), by and between IR-Med, Inc. (the “Company”), and ____________________________________ (“Participant”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • May 7th, 2021 • IR-Med, Inc. • New York
TERMINATION AND SETTLEMENT AGREEMENT made as of the 6th day of April 2021 (the “Effective Date”), by and among IR-Med, Inc., a Nevada corporation with offices at ZHR Industrial Zone Rosh Pina Israel (“IR-Med Inc.”), IR. Medical Ltd., a company organized under the laws of Israel, with offices at ZHR Industrial Zone, Rosh Pina Israel (“IR-Med Ltd”; together with IR-Med Inc., the “Companies”) and Limor Davidson Mund residing in Hod Hasharon, Israel(“LDM”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • May 7th, 2021 • IR-Med, Inc.
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is made as of the 18th day of August, 2020, by and among INTERNATIONAL DISPLAY ADVERTISING, INC., a Nevada corporation (“IDAD”), IR-Med, Ltd., a company organized under the Laws of the State of Israel (“IR-Med”) and the undersigned security holders of IR-Med as listed in Exhibit A hereto (the “IR-Med Shareholders”). For purposes of this Agreement IDAD, IR-Med, and the IR-Med Shareholders are sometimes collectively referred to as the “Parties” and individually as a “Party.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of July 23rd, 2025 by and among I.R. Med Ltd, an Israeli Company with registration # 514824952, (the “Company”), and Sharon Levkoviz ID # 027123751 (the “employee”).
COMMON STOCK PURCHASE WARRANT IR-MED, INC.Security Agreement • September 22nd, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ___] or its assigns (the “Holder”) is entitled, subject to the vesting terms contained herein, upon the terms and the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 15, 2025 (the “Initial Exercise Date”) and on or prior to the close of business on September 14, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IR-Med, Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, subject to vesting as set forth in Section 3(c). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August [_], 2025, between IR-Med Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT TO 2017 SHAREHOLDERS’ LOAN AGREEMENTShareholders’ Loan Agreement • September 11th, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment Agreement (“Amendment”) is made and entered into as of the date of the last signature below (the “Effective Date”) by and between I.R Med Ltd., an Israeli company (the “Company”), and the lender , Yaniv Cohen, of the outstanding loan (the “lender”).
AMENDMENT NO. 1 TO Common stock PURCHASE WARRANTCommon Stock Purchase Warrant • April 1st, 2024 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • Nevada
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of December 20, 2023, by and between IR-MED, INC., a corporation organized under the laws of the State of Nevada (the “Company”), and [_] (the “Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 1st, 2025 • IR-Med, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page annexed hereto (the “Closing Date”), by and among IR-MED, INC., a Nevada corporation (the “Company”), and the subscriber identified on the signature page annexed hereto (the “Subscriber”) whose address is set forth on the Signature Page to this Agreement.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • May 7th, 2021 • IR-Med, Inc.
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is made as of December 24, 2020, , by and between I.R Med Ltd., a company incorporated under the laws of the State of Israel with company number 515997500, having its principal place of business at ZHR Industrial Zone, Rosh Pina, Israel 12000 (the “Company”) and Mr. Aharon Klein, Israeli I.D. No. 0586738215, whose address is at 12 Yona Engel st Haifa Israel. (the “Consultant”)