SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • 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).
Company Voting AgreementCompany Voting Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks
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 • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • 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”).
BUSINESS COMBINATION AGREEMENT by and among MEMIC INNOVATIVE SURGERY LTD., MAESTRO MERGER SUB, INC. and MEDTECH ACQUISITION CORPORATION dated as of August 12, 2021Business Combination Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • Delaware
August 12, 2021Letter Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks
This letter agreement (“Sponsor Letter Agreement”) is being delivered in accordance with that certain Business Combination Agreement (“BCA”), dated on or about the date hereof, by and among Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (the “Company”), Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and MedTech Acquisition Corporation, a Delaware corporation (“SPAC”), pursuant to which Merger Sub will merge with and into SPAC (“Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used in this Sponsor Letter Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
