EXHIBIT B Form of Representative’s Warrant AgreementMarpai, Inc. • October 6th, 2023 • Services-misc health & allied services, nec
THIS WARRANT TO PURCHASE COMMON STOCK (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 [•], 2024 which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC., a Delaware corporation (the “Company”), up to [•] shares (the “Warrant Shares”) of class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. 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).
UNDERWRITING AGREEMENT between MARPAI, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • April 19th, 2023 • Marpai, Inc. • Services-misc health & allied services, nec • New York
The undersigned, Marpai, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of October 16, 2019, by and among CITTA, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
Representative’s Warrant AgreementS Warrant Agreement • April 19th, 2023 • Marpai, Inc. • Services-misc health & allied services, nec
THIS WARRANT TO PURCHASE COMMON STOCK (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 October 17, 2023, which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. 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).
ContractMarpai, Inc. • September 8th, 2021 • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
UNDERWRITING AGREEMENT between MARPAI, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • October 6th, 2023 • Marpai, Inc. • Services-misc health & allied services, nec • New York
CONVERTIBLE PROMISSORY NOTEPurchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE is issued pursuant to the terms of that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement (“Purchase Agreement”), by and among Marpai, Inc., a Delaware corporation (“Company”), Marpai Health, Inc., a Delaware corporation (“Marpai Health”), the stockholders and certain holders of convertible notes of Marpai Health, including the undersigned lender (“Lender”), Continental Benefits, LLC, a Florida limited liability company, and WellEnterprises USA, LLC, a Florida limited liability company and, solely for the purposes set forth in Section 13.15 of the Purchase Agreement, HillCour, Inc., a Florida corporation, as well as that certain Note Exchange Agreement, dated as of the Note Date, between the Company, the Lender and certain other holders of Marpai Health convertible notes.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of December 1, 2020, by and among MARPAI HEALTH, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
MARPAI INC. EXECUTIVE EMPLOYMENT AGREEMENT (Steve Johnson)Executive Employment Agreement • January 18th, 2024 • Marpai, Inc. • Services-misc health & allied services, nec
This Executive Employment Agreement (this “Agreement”) is entered into as of January 2, 2024 between Marpai Inc. a Delaware corporation (the “Company”), and Steve Johnson (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2024 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2024, between Marpai, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CITTA, INC. CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of July 9, 2019 (the “Effective Date”) by and between CITTA, Inc., a Delaware corporation (the “Company”), and Grays West Ventures LLC, through its member, Edmundo Gonzalez (together, “Consultant”) (Consultant and Company herein referred to individually as a “Party,” or collectively as the “Parties”).
MARPAI, INC. February 23, 2023Employment Agreement • July 27th, 2023 • Marpai, Inc. • Services-misc health & allied services, nec
ContractMarpai, Inc. • July 20th, 2021 • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT BY AND AMONG MARPAI, INC., MARPAI HEALTH, INC., THE NOTEHOLDERS AND STOCKHOLDERS OF MARPAI HEALTH, INC., CONTINENTAL BENEFITS, LLC, WELLENTERPRISES USA, LLC AND HILLCOUR, INC. DATED AS OF FEBRUARY...Equity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Delaware
THIS EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENT (this “Agreement”) is entered into as of February __, 2021 (the “Effective Date”) by and among Marpai, Inc., a Delaware corporation (“Buyer”), Marpai Health, Inc., a Delaware corporation (“Marpai”), the undersigned stockholders and the holders of convertible notes of Marpai (“Marpai Stockholders” and “Marpai Noteholders”, respectively, and collectively “Marpai Sellers”), Continental Benefits, LLC, a Florida limited liability company (the “Company”), and WellEnterprises USA, LLC, a Florida limited liability company (the “Company Seller” and collectively with the Marpai Sellers, the “Sellers”), and, solely for the purposes set forth in Section 13.15, HillCour, Inc., a Florida corporation (“Hillcour”). Buyer, Marpai, the Marpai Sellers, the Company, and the Company Seller are sometimes referred to collectively as the “Parties” and each as a “Party.”
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • February 8th, 2024 • Marpai, Inc. • Services-misc health & allied services, nec • Delaware
This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”), dated as of February 7, 2024, is made and entered into by and between Marpai, Inc., a New York corporation (“Marpai”) and AXA S.A., a French société anonyme (“AXA”). Marpai and AXA are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below).
BrightMark Consulting, LLC 42 Harbor Avenue Westport, CT 06880Marpai, Inc. • March 30th, 2022 • Services-misc health & allied services, nec • Connecticut
This letter agreement together with the exhibit attached hereto (collectively, the “Agreement”) shall constitute the consulting/services agreement by and between BrightMark, LLC (“Consultant”) and Marpai Health, Inc. (“Client”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXHIBIT A SERVICES AND COMPENSATIONMarpai, Inc. • March 30th, 2022 • Services-misc health & allied services, nec
This Amendment No. 1 to the Amended and Restated Exhibit A (this “Amendment”) is entered into as of October 1, 2021 by Yaron Eitan (“Consultant”) and Marpai, Inc. (“Company”).
SUBORDINATION AGREEMENTSubordination Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Subordination Agreement (the "Agreement") is made as of October 24 , 2019, by and between the individual or entities identified on the signature pages hereto and any other individual or entity who executes a joinder to this Agreement in the form attached hereto (individually and collectively, " Creditor"), and SQN VENTURE INCOME FUND, LP, a Delaware limited partnership, with its principal place of business at 100 Arboretum Drive, Suite 105, Portsmouth, New Hampshire 03801 ("Lender").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
This TRANSITION SERVICES AGREEMENT (the "Agreement") is made this 1st day of April, 2021 (the "Effective Date"), by and between WellEnterprises, LLC, a Florida limited liability company ("WellEnterprises"), HillCour, LLC a Florida limited liability company (“HillCour” and collectively with WellEnterprises, “Seller Parties”), Continental Benefits, LLC, a Florida limited liability company (“Continental”), and Marpai, Inc. a Delaware corporation (“Marpai” and collectively with Continental, the “Buyer Parties”, and with WellEnterprises and HillCour, each, a "Party", and collectively, the "Parties").
AGREEMENT RELATING TO VOTING POWER BETWEEN CO-FOUNDERS OF MARPAI, INC. AND GRANT OF A POWER OF ATTORNEY AND PROXYAgreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This agreement relating to the vote of shares of Marpai, Inc., a Delaware corporation (“Marpai Stock” and “Marpai”, respectively) and the grant of a power of attorney and proxy (this “Agreement” and the “Power of Attorney and Proxy”, respectively) is entered into by and between, Hillcour Investment Fund LLC, WellEnterprises USA LLC, Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures LLC (wholly owned by Edmundo Gonzalez), the co-founders of Marpai (each a “Co-Founder”, and collectively the “Co-Founders”), and is effective as of June 28, 2021 (the “Effective Date”).
MARPAI, INC.Termination Agreement • August 23rd, 2023 • Marpai, Inc. • Services-misc health & allied services, nec
You and Marpai, Inc. (the “Company”) are parties to an employment agreement dated January 1, 2022 (as amended to date, the “Employment Agreement”), and a Confidentiality and Intellectual Property Assignment Agreement dated as of January 21, 2022 (the “Confidentiality Agreement”).
ContractTrademark Assignment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS TRADEMARK ASSIGNMENT AGREEMENT (“Assignment”) is made and entered into as of April 1, 2021 (“Effective Date”) by and between Hillcour, Inc., a Florida corporation, with a business address located at 5702 East Hillsborough Avenue, Suite 1417, Tampa, FL 33610; and Continental Benefits, LLC, a Florida limited liability company, located at 422 South Kings Avenue, Brandon, FL 33511 (jointly referred to “Assignors”) and Marpai Health, Inc., a New York corporation, located at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 and Azrieli Center, Circular Building, 132 Derech Menachem Begin Street, Tel Aviv-Yafoa, Israel (“Assignee”). Assignors and Assignee may be individually referred to herein as “Party” or collectively as “Parties.”
PERSNAL EMPLOYMENT AGREEMENTPersnal Employment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Tel-Aviv
This Personal Employment Agreement (the “Agreement”) is made and entered into as of March 24th, 2021 by and between EYME Technologies Ltd., a company organized under the laws of the State of Israel, company registration number 516001351, with offices at Azrieli Towers, Round Building, Tel Aviv, Israel (the “Company”), and Mordechai Geva, holder of Israeli I.D. number 040115669 residing at Prof. Israel Yeivin 6 St., Petah Tikvah (the “Employee”).
Libertas Funding, LLC AGREEMENT OF SALE OF FUTURE RECEIPTSAgreement of Sale of Future Receivables • February 8th, 2024 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this "Agreement") dated as of 02/02/2024, is made by and between Libertas Funding, LLC, a Connecticut Limited Liability Company as purchaser ("Purchaser"), the merchant whose name, address and other pertinent information is set forth below, as seller ("Merchant"), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below ("Guarantor"). For good and valuable consideration, the mutual receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENT (Edmundo Gonzalez)Employment Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Executive Employment Agreement (this “Agreement”) is entered into as of April 1, 2021 between Marpai Inc. a Delaware corporation (the “Company”), and Edmundo Gonzalez (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • January 18th, 2024 • Marpai, Inc. • Services-misc health & allied services, nec • New Jersey
This Consulting Agreement (“Agreement”) is entered into as of February 1, 2024 (the “Effective Date”), between Marpai Inc., a Delaware corporation (“Company”), and Gonen Antebi, an individual residing in New Jersey (“Consultant”).
ADDENDUM TO AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND REORGANIZATION AGREEMENTEquity Interest Purchase and Reorganization Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
This Addendum, dated ______________, 2021 (“Addendum”) to that certain Amended and Restated Equity Interest Purchase and Reorganization Agreement, dated April 1, 2021 (the “Agreement”), is entered into by and between Marpai, Inc., a Delaware corporation, and (the “Buyer”), WellEnterrpises USA, LLC, a Florida limited liability (“Company Seller”), and is agreed to and ratified by the undersigned Original Noteholders (as defined in the Agreement).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of March 25, 2019, by and among CITTA, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 11th, 2023 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Separation Agreement and General Release (this "Agreement") is entered into between Marpai, Inc. (together with its existing and future direct and indirect subsidiaries and controlled affiliates, the "Company"), and Edmundo Gonzalez ("Executive") (each individually, a "Party," and collectively, the "Parties"). This Agreement takes effect on the Effective Date, as defined in Section 14 below. The Company delivered this Agreement to the Executive on December 6, 2023.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • Florida
This TRANSITION SERVICES AGREEMENT (the "Agreement") is made this 1st day of April 2021 (the "Effective Date"), by and between HillCour, LLC a Florida limited liability company (“HillCour” Continental Benefits, LLC, a Florida limited liability company (“Continental”), and Marpai, Inc. a Delaware corporation (“Marpai” each, a "Party", and collectively, the "Parties").
ContractMarpai, Inc. • September 8th, 2021 • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2019 by and between CITTA, Inc., a Delaware corporation (“Buyer”), and SQN Venture Income Fund, L.P., a Delaware limited partnership (“Seller”).
ContractMarpai, Inc. • December 11th, 2023 • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CITTA, INC. CONSULTING AGREEMENTConsulting Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of July 29, 2019 (the “Effective Date”) by and between CITTA, Inc., a Delaware corporation (the “Company”), and Yaron Eitan (together, “Consultant”) (Consultant and Company herein referred to individually as a “Party,” or collectively as the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York
This Asset Purchase Agreement (this “Agreement”), dated as of August 12, 2019, is entered into by and between SQN Venture Income Fund, L.P., a Delaware limited partnership (“Seller”), and CITTA, Inc., a Delaware Corporation (“Buyer”).
