WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____________, 2021 (the “Issuance Date”) is between ScoutCam Inc., a Nevada corporation (the “Company”), and Action Stock Transfer (the “Warrant Agent”).
SCOUTCAM INC. UNDERWRITING AGREEMENT [*] Firm UnitsUnderwriting Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses • New York
ScoutCam Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of [*] units (the “Firm Units”), with each unit consisting of two shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a Warrant to purchase one share of Common Stock, at an exercise price of $[*] per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to ___ additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/or up to___ additional Warrants to purchase an aggregate of an additional ___
Employment Agreement Of August 31, 2021Employment Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses
The Employee declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto; (2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement with full volition and consent.
ADDENDUM NO. 1 TO AMENDED AND RESTATED ASSET TRANSFER AGREEMENTAsset Transfer Agreement • October 19th, 2021 • ScoutCam Inc. • Optical instruments & lenses
This Addendum (“Addendum”) is entered into on this 27 day of July 2020, by and between Medigus Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-286697-1 (“Medigus”) and ScoutCam Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51- 595040-0 (“ScoutCam”). Medigus and ScoutCam are sometimes referred to herein as a “Party” and together as the “Parties”.
Re: Patent License Agreement TerminationScoutCam Inc. • October 19th, 2021 • Optical instruments & lenses
For the sake of good order and in connection with the closing of a certain securities purchase agreement (the “Purchase Agreement”) by and between the Company’s parent company, ScoutCam Inc. and M. Arkin (1999) Ltd., this is to confirm that, by virtue of executing this letter, the Patent License Agreement, dated as of December 1, 2019 by and between the Company and Medigus Ltd., attached hereto as Schedule I, is null and void for all intents and purposes as of the date hereof.
