6% CONVERTIBLE DEBENTURE DUE NOVEMBER 28, 2019Microbot Medical Inc. • November 29th, 2016 • Biological products, (no disgnostic substances) • New York
THIS 6% CONVERTIBLE DEBENTURE is one or more of a series of duly authorized and validly issued 6% Convertible Debentures of Microbot Medical Inc. (formerly known as Stemcells, Inc.), a Delaware corporation (the “Company”), having its principal place of business at 5 Hamada Street, Yokneam 2069204 Israel, designated as its 6% Convertible Debenture due November 28, 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 29th, 2016 • Microbot Medical Inc. • Biological products, (no disgnostic substances) • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of November 28, 2016, between Stemcells, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2016 • Microbot Medical Inc. • Biological products, (no disgnostic substances) • Delaware
INDEMNIFICATION AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into this [ ] day of November, 2016, between Microbot Medical Inc. (f/k/a StemCells, Inc.; the “Company”), and [ ] (“Indemnitee”).
