Exhibit 4.65


 


AGREEMENT RELATING TO VOTING
POWER BETWEEN CO-FOUNDERS OF MARPAI, INC. AND


GRANT OF A POWER OF ATTORNEY
AND PROXY


 


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”).


 


1.             As
of the Effective Date, HillCour Investment Fund LLC and WellEnterprises USA LLC (together the “Hillcour Founding Group”)
collectively hold 1,201,431 issued and outstanding shares of Class A common stock of Marpai, $0.0001 par value each (“Class
A Marpai Stock” and the Class A Marpai Stock as owned by the Hillcour Founding Group, the “Hillcour Shares”),
and Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures LLC (together the “Grays Founding Group”) collectively
hold 516,488 issued and outstanding shares of Class A Marpai Stock (“Grays Shares”).


 


2.             Subject
to the terms hereof, the Co-Founders agree to maintain the voting power of the Hillcour Founding Group, on the one hand, to be as equal
as possible to the voting power of the Grays Founding Group, on the other hand at all times (the “Equal Votes Principle”).
The Co-Founders agree and acknowledge that this Agreement will benefit Marpai and its stockholders.


 


3.             The
Hillcour Founding Group hereby grants a Power of Attorney and Proxy, in substantially the form attached hereto as Exhibit A, to the Grays
Founding Group to vote 342,471 Hillcour Shares (the “Proxy Shares”), so that the Hillcour Founding Group and the Grays
Founding Group shall have the right to vote 858,960 shares of Class A Marpai Stock and 858,959 shares of Class A Marpai Stock, respectively,
subject to adjustment as set forth herein. For avoidance of doubt, the Power of Attorney and Proxy is an integral part of this Agreement
and is incorporated into this Agreement for all purposes.


 


4.             The
number of Proxy Shares shall be adjusted so that the Equal Votes Principle is maintained, if a Co- Founder:


 


		(i)	exercises any options or warrants to purchase Marpai Stock,



		(ii)	is issued additional Marpai Stock upon conversion of any notes or other instruments
convertible into Marpai Stock, which notes or instruments are outstanding as of the Effective Date,



		(iii)	receives any shares of Marpai Stock as equity incentive compensation (as a director,
officer or employee of Marpai), or



		(iv)	sells or transfers any of such Co-Founder’s shares of Marpai Stock to a third-party
which is not an Affiliate of (a) any person or entity within the Grays Founding Group, (b) any person or entity within the Hillcour Founding
Group or (c) Damien Francis Lamendola.



 


 5.             The term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a party to this Agreement.




 


6.              Notwithstanding
anything to the contrary, any adjustment will be accomplished in a manner which maintains the Equal Votes Principle between the Hillcour
Founding Group and Grays Founding Group. All Co- Founders undertake to vote their shares and/or sign any instrument to give effect to
such adjustments.


 


[Signature Page to Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned executed this Agreement
as of this 28th day of June 2021.


 


 


	 	HILLCOUR INVESTMENT FUND LLC
	 	 
	 	By:  /s/ Damien Lamendola                             
	 	 
	 	Name:  Damien Lamendola                              
	 	 
	 	Title:  Manager                                                  
	 	 
	 	 
	 	 
	 	WELLENTERPRISES USA LLC
	 	 
	 	By:  /s/ Philip G.
    Mowry                                  
	 	 
	 	Name:  Philip G. Mowry                                   
	 	 
	 	Title:  Manager                                                  
	 	 
	 	 
	 	 
	 	ELI DAVID
	 	 
	 	By:  /s/ Eli David                                               
	 	 
	 	 
	 	 
	 	YARON EITAN
	 	 
	 	By:  /s/ Yaron Eitan                                          
	 	 
	 	 
	 	 
	 	EDMUNDO GONZALEZ
	 	 
	 	By:  /s/ Edmundo Gonzalez                             
	 	 
	 	 
	 	 
	 	GRAYS WEST VENTURES LLC
	 	 
	 	By:  /s/ Edmundo Gonzalez                             
	 	 
	 	Name:  Edmundo Gonzalez                              
	 	 
	 	Title:  Manager                                                  



 



     


     


    

 


Exhibit A


 


POWER OF ATTORNEY AND PROXY


 


This Power of Attorney and Proxy is
an integral part of the Agreement to which it is attached. Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to them in the Agreement.


 


1.            The
undersigned, Hillcour Founding Group (the “Empowering Holders”), hereby constitutes and appoints Grays Founding Group
(the “Attorney-in-Fact”) as its true and lawful agent, attorney-in-fact and proxy with full power and authority to
vote the Proxy Shares, at a meeting or sign on actions by written consents in connection with any of the following actions:


		(i)	Any change to the composition of the Board of Directors of Marpai; provided that
all Proxy Shares shall be voted for the election of Damien Francis Lamendola (or another nominee of the Hillcour Founding Group) as a
director of Marpai (as well as against any proposal to remove Damien Francis Lamendola (or such other nominee) as a director of Marpai).



		(ii)	The sale of all or substantially all of the assets of Marpai, the sale of all or
substantially all of the capital stock of Marpai, or a merger involving Marpai.



		(iii)	Replacement of the CEO or other C-level officers of Marpai.



		(iv)	Amending the corporate documents of Marpai or otherwise approve any agreement, document
or instrument in connection with fundraising of any type or structure for Marpai.



		(v)	Approval of annual budget and business plan of Marpai; and



		(vi)	Acquire any business or entity or otherwise enter into a joint venture or other
collaborative agreement with a potential target business, assets, entity, or partner.



 


2.             The
Attorney-in-Fact is authorized and empowered to take all actions and to do all things necessary or proper, required, contemplated or
deemed advisable by the Attorney-in-Fact in its discretion to vote the Proxy Shares on such actions in a manner consistent with the foregoing,
including the execution and delivery of all documents (including but not limited to the execution of written consents of the stockholders
and voting as a stockholder in Marpai), and generally to act for and in the name of Empowering Holders to vote the Proxy Shares as fully
as would the Empowering Holders then personally present and acting.


 


 3.             This Power of Attorney and Proxy is irrevocable, and it shall remain in full force and effect, with respect to the Proxy Shares, as adjusted (if any), until the earlier of the consummation of the sale of all or substantially all of the assets of Marpai, or the acquisition of Marpai by a third party (by a way of a stock acquisition, merger, recapitalization or otherwise) or the time when the Grays Founding Group owns collectively less than 413,190 issued and outstanding shares of Marpai Stock (a “Termination Event”).




 


4.             Until
the Termination Event, and unless otherwise agreed to in writing unanimously by the Co-Founders, the Attorney-in-Fact and the Co-Founders
will not take any action, or sign any document, in connection with the Power of Attorney and Proxy granted hereunder which may be inconsistent
with the Agreement.


 


5.             
Notwithstanding anything else set forth in this Power of Attorney and Proxy, the Hillcour Founding Group shall have the right to
sell the Proxy Shares and any other Marpai Stock that it owns at any time; provided that, if a purchaser of the Proxy Shares or any other
Marpai Stock that the Hillcour Founding Group owns is an Affiliate of any person or entity within the Hillcour Founding Group or an Affiliate
of Damien Francis Lamendola, the Hillcour Founding Group shall cause such purchaser to be bound by this Power of Attorney and Proxy.


 


6.              Unless otherwise agreed to in writing unanimously by the Co-Founders, the Co-Founders shall vote their Marpai Stock for the election
of (i) Damien Francis Lamendola (or another nominee of the Hillcour Founding Group), (ii) Edmundo Gonzalez and (iii) Yaron Eitan (or up
to two other nominees of the Grays Founding Group) as directors of Marpai (“Founders Directors”) as well as against
any proposal to remove any of the Founders Directors (or such other nominees) as a director of Marpai.


 


7.             This
Power of Attorney and Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the
undersigned (including any transferee of any of the shares, warrants or options held by the undersigned in Marpai); provided that this
Power and Attorney and Proxy is not binding on any purchaser of Proxy Shares who is not an Affiliate of any person or entity within the
Hillcour Founding Group or who is not an Affiliate of Damien Francis Lamendola.


 






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8.              If any provision of this Power of Attorney and Proxy or any part of any such provision is held under any circumstances to be invalid
or unenforceable in any jurisdiction, then:


 


		(i)	such provision or part thereof shall be deemed amended to conform to applicable
laws so as to be valid and enforceable to the fullest possible extent,



		(ii)	the invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and



		(iii)	the invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this
Power of Attorney and Proxy.



 


[Signature Page to Follow]


 






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IN WITNESS WHEREOF, the
undersigned executed this Power of Attorney and Proxy this 28th day of June 2021.


 


 


	 HILLCOUR INVESTMENT FUND LLC 	   	   	   
	   	   	   	   	   
	 By: 	 /s/ Damien Lamendola 	   	   	   
	   	   	   	   	   
	   	 Name: 	 Damien Lamendola 	   	 Witness to signature: 	 /s/
                                            Dave Heuermann 

	   	   	   	   	   	   
	   	 Title: 	 Manager 	   	 Witness to signature: 	 /s/
                                            Wayne Watters 




 


	   	 STATE OF FLORIDA
     
	 COUNTRY OF HILLSBOROUGH 
	   
	 The Foregoing instrument was acknowledged before me this 28
day of June, 2021, by Damien Lamendola. 
	   
	   	 /s/ Tynecia L. Alsay 
	 (NOTARY SEAL) 	 (Signature of Notary Public-State
    of Florida) 
	   
	 (Name of Notary
    Typed, Printed, of Stamped)  
	   
	 Personally Known
      ̈ OR
    Produced Identification  x 
	   
	 Type of Identification
    Produced  
	 Drivers
    License 




 


	WELLENTERPRISES USA LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Philip G. Mowry	 	 	 
	 	 	 	 	 
	 	Name:	Philip G. Mowry	 	Witness to signature:	/s/ Connie Raemaekers
	 	 	 	 	 	 
	 	Title:	Manager	 	Witness to signature:	/s/ Donna Penix



 


	   	 STATE OF FLORIDA  
	 COUNTRY OF POLK 
	   
	 The Foregoing instrument was acknowledged before me this 24th
day of June, 2021, by Philip G Mowry. 
	   
	   	 /s/ Martin B. Wilkey 
	 (NOTARY SEAL) 	 (Signature of Notary Public-State of Florida) 
	   
	 (Name of Notary Typed, Printed, of Stamped) 
	   
	 Personally Known  x  OR
    Produced Identification   ̈ 
	   
	 Type of Identification Produced  
	 FL DL M600-667-63-407-0

    ISS: 04/22/21

    ENP: 11/07/29 




 


	ELI DAVID	 	 	 
	 	 	 	 	 
	By:	/s/ Eli David	 	Witness to signature:	/s/ Simon Li



 


 





	YARON EITAN	 	 	 
	 	 	 	 	 
	By:	/s/ Yaron Eitan	 	Witness to signature:	/s/ Simon Li


 


	EDMUNDO GONZALEZ	 	 	 
	 	 	 	 	 
	By:	/s/ Edmundo Gonzalez	 	Witness to signature:	/s/ Simon Li


 


 


	GRAYS WEST VENTURES LLC
	 	 	 
	 	 	 	 	 
	By:	/s/ Edmundo Gonzalez	 	 	 
	 	Name:	Edmundo
Gonzalez	 	 	 
	 	Title:	Manager	 	Witness to signature:	/s/ Simon LI