Exhibit 4.14


 


NOTE PURCHASE AGREEMENT


 


THIS NOTE PURCHASE
AGREEMENT (the “Purchase Agreement”) is dated as of January 14, 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”).


 


WHEREAS, the Company
desires to raise up to two million dollars (US$2,000,000.00) (the “Loan Amount”) via a convertible note financing
from the Lenders and the Lenders wish to loan the Company the Loan Amount subject to the terms and conditions of this Purchase
Agreement and the convertible promissory note attached hereto as Exhibit B (each a “Note” and together
the “Notes”);


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the undersigned parties hereby agree as follows:


 


1.                   Amount
and Terms of the Notes. The Lenders undertake to lend to the Company the Loan Amount, in the proportions as set forth opposite
each Lender’s name in Exhibit A, against the issuance of the Notes. The Loan Amount shall bear a cumulative annual
interest as specified in the Note and shall have such maturity date set forth therein.


 


2.                  
Closing.


 


(a)               
Initial Closing. Subject to the terms and conditions of this Purchase Agreement, the initial closing of the sale and purchase
of the Notes hereunder shall take place remotely via the exchange of documents and signatures on such date and time as determined
by the Company (the “Initial Closing”). At the Initial Closing, the Company shall deliver a Note to each Lender
participating therein in the original principal amount set forth opposite each Lender’s name in Exhibit A and each
Lender shall immediately pay its respective portion of the Loan Amount as set forth opposite each Lender’s Name in Exhibit
A by way of check or wire transfer pursuant to the instructions provided by the Company to the Lenders prior to the Initial
Closing.


 


(b)               Additional
Closings. Following the Initial Closing, at any time and from time to time during and up to one hundred eighty (180) days
following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional
closings as determined by the Company (each an “Additional Closing” and together with the Initial Closing,
a “Closing”), without obtaining the signature, consent or permission of any of the Lenders in the Initial Closing
or any prior Additional Closing, issue additional Notes to other investors (the “New Lenders”) up to the portion
of the Loan Amount remaining after the Initial Closing on the same terms and conditions as set forth herein. The New Lenders may
include persons or entities who are already Lenders under this Purchase Agreement and each New Lender shall execute and deliver
a signature page to this Purchase Agreement and the Note to the Company, becoming a party to, and bound by, this Agreement to
the same extent as if the New Lender had been a Lender at the Initial Closing and each such New Lender shall be deemed to be a
Lender for purposes under this Agreement as of the date of the applicable Additional Closing. The Company, in its sole discretion,
may shorten the Additional Closing Period.


 


3.                  
Representations and Warranties of the Company. The Company represents and warrants to the Lenders as follows:


 


(a)               
The Company is duly organized and existing in good standing under the laws of State of Delaware, and has the power to own its properties
and to carry on its business as now conducted.


 


(b)               
The Company has full power, authority and legal right to enter into this Purchase Agreement and each Note and to perform all of
its obligations thereunder. The Company has duly executed and delivered this Purchase Agreement and each Note. This Purchase Agreement
and the Note constitute the legal, valid, and binding obligation of the Company enforceable in accordance with their respective
terms.


 






     


     


    

 


(c)               
All of the shares of the Company to be issued to the Lender upon the conversion of each Note (if converted) shall be, when issued,
duly authorized, validly issued, fully paid, non-assessable free and clear of all liens, pledges, security interests, charges and
encumbrances and registered in the name of the Lender on the stock ledger of the Company.


 


4.                  
Representations and Warranties of the Lender. Each Lender represents and warrants to the Company that:


 


(a)               
The Lender has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s
stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially
to bear the risks thereof;


 


(b)              
The Lender is entering into this Purchase Agreement and acquiring the Note for the Lender’s own account for the purpose of
investment and not with a view to or for sale in connection with any distribution thereof other than in compliance with the Securities
Act and applicable state securities laws; and


 


5.                  
Each Lender understands that (i) each Note has not been registered under the Securities Act by reason of its issuance in
a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505
or 506 promulgated under the Securities Act, (ii) each Note must be held indefinitely unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from such registration, and (iii) each Note will bear a legend substantially to
such effect.


 


6.                  
Conversion. The Notes shall be convertible pursuant to the terms contained therein.


 


7.                  
Miscellaneous.


 


7.1              
Entire Purchase Agreement. This Purchase Agreement constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior written and oral understandings of such parties with regard thereto.
This Purchase Agreement and the attached Note may be modified, amended, or any term hereof waived with the written consent of the
Company and a majority in interest of the Lenders. Any amendment effected in accordance with this Section 7.1 shall be binding
upon all parties of this Purchase Agreement and their respective successors and assignees.


 


7.2              
Governing Law; Jurisdiction. This Purchase Agreement shall be governed by and construed according to the laws of
the State of New York without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this
Purchase Agreement shall be resolved in the competent courts of the State of New York, and each of the parties hereby submits irrevocably
to the jurisdiction of such court.


 


7.3              
Notices. All notices or other communications hereunder shall be in writing and shall be given in person, by registered
mail (registered air mail if mailed internationally), by an overnight courier service which obtains a receipt to evidence delivery,
or by facsimile transmission (provided that written confirmation of receipt is provided), addressed as set forth below:


 






     


     


    

 


If to the Company:         MARPAI HEALTH,
Inc.


1185 Avenue of the Americas, Suite
301


New
York, NY 10036


Attn: Edmundo Gonzalez, Secretary



 


With a copy to:


Pearl Cohen Zedek Latzer
LLP


50 Congress Street, Suite 1040


Boston, MA 02109


Fax: (617) 228-5720


Attn: Oded Kadosh, Esq.


 


If to the Lender:              to the address
as set forth in Exhibit A


 


or such other address
as any party may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered
in person or by courier service shall be deemed to have been given as of one business day after sending thereof, those given by
facsimile transmission with confirmed answer back (provided that such date is a business day in the country of receipt and if not,
the next business day) and all notices and other communications sent by registered mail shall be deemed given ten (10) days after
posting.


 


7.4              
Assignment. This Purchase Agreement may not be assigned by any Lender without the prior written consent of the Company.
The Company may assign this Purchase Agreement without the prior written consent of the Lenders. Notwithstanding the foregoing,
this Purchase Agreement shall be binding upon the successors, assigns and representatives of each party.


 


7.5              
No Waiver. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or
default under this Purchase Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.
All remedies, either under this Purchase Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and
not alternative.


 


7.6              
Severability. If any provision of this Purchase Agreement is held by a court of competent jurisdiction to be unenforceable
under applicable law, then such provision shall be excluded from this Purchase Agreement and the remainder of this Purchase Agreement
shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however,
that in such event this Purchase Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and
permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.


 


7.7               Counterparts.
This Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


7.8               Further
Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably
be necessary to carry out and give full effect to the provisions of this Purchase Agreement and the intentions of the parties
as reflected thereby.


 


7.9               Headings.
All article and section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation
of any provision of this Purchase Agreement.


 


7.10             Expenses.
Each Lender will bear its own fees and expenses incurred in the transactions contemplated herein.


 






     


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Note Purchase Agreement as of the date first above written.


 


	THE COMPANY:	 
	 	 
	MARPAI HEALTH, INC.	 
	 	 
	 	 
	 	 







	Name: 	Edmundo
    Gonzalez	 
	 	 	 
	Title:	CEO &
    Secretary	 




 


[Company signature page to the Purchase
Agreement of MARPAI HEALTH, Inc.]


 






     


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Note Purchase Agreement as of the date first above written.


 


	THE LENDER:	 
	 	 
	WINSTON J. CHURCHILL	 
	 	 
	 	 




 


[Lender signature page to the Purchase
Agreement of MARPAI HEALTH, Inc.]


 






     


     


    

 


Exhibit A


 


Lenders as of January 14, 2020


 


	Name	Address	Loan Amount
	HILLCOUR INVESTMENT FUND, LLC	
        One Urban Centre, Suite, 100

        4830 W. Kennedy Blvd., Tampa, Fl. 33609
	$500,000.00
	Grays West Ventures LLC 	
        Attn: Edmundo Gonzalez

        60 West 23rd Street, Apt. 1610

        New York, NY 10010
	$200,000.00
	Winston J. Churchill	 	$50,000.00
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	TOTAL:	 	$750,000.00


 






     


     


    

 


Exhibit B


 


THIS NOTE AND THE SECURITIES
ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED, INCLUDING UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT,
AND (2) SUBJECT TO THE PROVISIONS OF ANY OTHER APPLICABLE LAW AND OF THE THEN CURRENT BY-LAWS AND CERTIFICATE OF INCORPORATION
OF THE COMPANY.


 


CONVERTIBLE PROMISSORY NOTE


 


	$50,000 (the “Loan
    Amount”)	January 14, 2020
	8% Annual Interest	(the “Note Date”)







 


THIS NOTE is issued
pursuant to the terms of that certain Note Purchase Agreement by and among MARPAI HEALTH, Inc. (the “Company”)
and WINSTON J. CHURCHILL (the “Lender”) and dated January 14, 2020 (the “Purchase Agreement”).
Capitalized terms not elsewhere defined herein shall have the meanings set forth in the Purchase Agreement.


 


FOR VALUE RECEIVED,
the Company hereby promises to pay to the order of the Lender, the principal sum of the Loan Amount, together with interest thereon.
This Note shall bear a simple interest rate of eight percent (8%) per annum based on a 365 day year. The obligation to pay interest
on this Note shall be cumulative.


 


1.                  
Maturity Date. If not otherwise converted pursuant to Section 3, the outstanding principal balance and unpaid accrued
interest on this Note shall be due two (2) years from the Note Date (the “Maturity Date”) or prior thereto upon
the Lender’s first written request following an Event of Default of the Company. The Maturity Date may be extended upon mutual
consent of the Company and the Lender.


 


2.                  
Note Repayment. All repayments shall be made in lawful money of the United States of America by wire transfer to
a bank account to be designated by the Lender. All Notes outstanding under the Purchase Agreement, and any other Note Purchase
Agreement outstanding by the Company as of the date hereof, shall rank equally without preference or priority of any kind with
respect to one another, and all payments with respect to any of the Notes that have not been converted shall be applied ratably
in proportion to the Loan Amounts represented thereby. The Company shall be entitled to repay all or any portion of the principal
or accrued interest outstanding under the Notes upon prior written notice to the Lender.


 


3.                  
Conversion.


 


3.1                Automatic
Conversion upon Qualified Financing. Notwithstanding the foregoing, at the closing of the Qualified Financing (as hereinafter
defined), the outstanding principal balance and unpaid accrued interest on this Note shall be automatically converted into the
most senior class of shares of the Company issued in such Qualified Financing (the “Shares”) at a price per
share equal to the lower of: (i) 80% of the original price per unit of such Shares or (ii) a maximum company pre-money valuation
of eight million dollars (US$8,000,000) on a fully diluted basis (in each case, the “Conversion
Price”). The exact number of Shares to be issued to Lender upon conversion will be equal to the aggregate outstanding
principal and unpaid accrued interest due on this Note, divided by the Exercise Price. The issuance of such shares upon conversion
of this Note shall be contingent upon execution and delivery by the Lender of the agreements executed and delivered by investors
in the Qualified Financing. The Lender shall thereupon receive all of the rights, preferences and privileges granted to other
investors in the Qualified Financing, including but not limited to any registration and piggyback rights. “Qualified
Financing” shall mean the next transaction or series of related transactions following the date of the Purchase Agreement
in which the Company issues and sells Shares to investors, which may be existing stockholders of the Company, with gross proceeds
to the Company of at least two million dollars (US$2,000,000), excluding the conversion of Notes. 


 






     


     


    

 


3.2                Discretionary
Conversion. Unless otherwise automatically converted in a Qualified Financing, at any time prior to the Maturity Date (or
any time after the Maturity Date with the consent of the Company and including prior to a Change of Control that occurs before
a Qualified Financing) the Lender shall be entitled, by written notice to the Company, to convert the outstanding principal balance
and unpaid accrued interest on this Note, in whole or in part, into the most senior class of stock of the Company then outstanding,
at a conversion price based upon a maximum company pre-money valuation of eight million dollars (US$8,000,000) on a fully diluted
basis. The shares issued upon said conversion shall have all preferential and associated rights with said class and given to the
investors in the applicable round of financing, and shall be identical in all terms except for said price. Any election to convert
the Note pursuant to this Section 3.2 will be made in writing and delivered to the Company.


 


3.3                Repayment Upon Change of Control. In the event the Company consummates a Change of Control (as defined below) prior
to the Maturity Date and prior to the conversion or repayment of this Note, then this Note shall become due and payable upon the
date of consummation of such Change of Control (and following the Company’s receipt of proceeds from a Change of Control)
in an amount equal to the greater of: (i) one and one half times (1.5x) the Loan Amount, plus any accrued and unpaid interest;
or (ii) the net proceeds to be received by Lender if Lender had converted this Note based on a price per share based on a pre-money
valuation of the Company equal to $8,000,000, as calculated on a fully diluted basis, immediately prior to the Change of Control.
The Company will notify Lender in writing of a Change of Control at least five (5) days before the anticipated closing of such
Change of Control. A “Change of Control” means the sale, conveyance, exclusive license outside of the ordinary
course of business, or other disposition of all or substantially all of the Company’s property or business, the Company’s
merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly
owned subsidiary of the Company) or the sale or disposition of a majority of the voting securities of the Company; provided that
the term “Change of Control” shall not include (a) a merger or reorganization of the Company effected exclusively for
the purpose of changing the domicile of the Company or tax-free reorganization, (b) an equity financing in which the Company is
the surviving corporation, or (c) a transaction in which the stockholders of the Company immediately prior to the transaction own
50% or more of the voting or economic power of the surviving corporation immediately following the transaction in substantially
the same proportions as existed immediately prior to the transaction.


 


4.                  
Unsecured Obligation. The Lender hereby acknowledges and agrees that the obligations of the Company hereunder (including,
without limitation, in respect of repayment of the Loan Amount and the accrued but unpaid interest thereon) shall be an unsecured
obligation of the Company in all respects.


 


5.                  
Governing Law; Venue. This Note and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard
to the conflict of law provisions. The competent courts of the State of New York shall have exclusive jurisdiction to resolve
all disputes arising from or in connection with this Note or the Purchase Agreement.


 






     


     


    

 


6.                  
Transfer; Successors and Assigns. The Lender may not sell, assign, pledge, dispose of or otherwise transfer (collectively,
 “Transfer”) this Note, unless the Lender obtains the Company’s prior written approval (such approval to
be provided in the Company’s sole and absolute discretion).


 


7.                  
Notices. The notice provision of the Purchase Agreement shall apply to this Note.


 


8.                  
Amendments, Modifications. Any amendment or modification of this Note shall require the prior written consent of
the Company and the Lender.


 


9.                  
Miscellaneous. The Company hereby expressly waives presentment, demand for payment, dishonor, notice of dishonor,
protest, notice of protest and any other formality.


 


10.                 Stock
Reclassifications; Stock Splits, Combinations and Dividends. If the Shares issuable upon the conversion of this Note shall
be changed into the same or different number of Shares of any class or classes of stock, whether by reclassification, stock split,
stock dividend, or similar event, then and in each such event, the Lender, shall have the right thereafter to convert all or any
portion of this Note into the kind and amount of Shares and property receivable upon such capital reorganization, reclassification
or other change which the Lender would have received had this Note been converted immediately prior to such capital reorganization,
reclassification or other change.


 


11.                 Adjustments. The Company will make an appropriate adjustment to the number of Shares issuable upon conversion and/or
the Conversion Price thereof upon any stock split, combination, dividend, distribution, recapitalization, reorganization, or similar
event affecting the Company’s capital stock other than cash dividends paid or payable from retained earnings (collectively,
a "Stock Event"), so that the Lender will receive, upon conversion, all Shares, dividends, rights and benefits
to which the Lender would have been entitled had Lender converted this Note prior to such Stock Event. The form of this Note need
not be changed by reason of any such adjustment. Any successor entity to the Company will execute and deliver to the Lender a supplement
hereto acknowledging such entity's obligations under this Note. The Company will make adjustments as soon as practicable following
any Stock Event, and immediately thereafter give notice to the Lender of all facts and calculations associated with such adjustment.
Stock Event adjustments may be waived by the Lender, in its sole and absolute discretion.


 


12.                 Default.
If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Lender of this
Note and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default
under Section 12(b) or 12(c)), this Note shall accelerate and all Loan Amount and unpaid accrued interest shall become due, payable
and collectible. The occurrence of any one or more of the following shall constitute an “Event of Default”
hereunder:


 


(a)            
The Company fails to pay timely any of the Loan Amount due under this Note on the date the same becomes due and payable
or any accrued interest or other amounts due under this Note on the date the same becomes due and payable or within five (5) business
days thereafter;


 


(b)            
The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or
any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of
creditors or takes any corporate action in furtherance of any of the foregoing; or


 


(c)             An
involuntary petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days)
under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of
creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company and
is not removed within sixty (60) days from the date of such appointment.


 






     


     


    

 


 14.                 Default Remedies.




 


(a)             If an Event
of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may
declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration,
such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the
Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day
period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear
interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default
Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note
is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will
become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration
may be rescinded and past defaults may be waived by the Lender.


 


(b)             No course
of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of
such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender,
to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’
fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder.


 


(c)             No right
or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing
at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every
other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.


 


15.                 Indemnity.
The Company agrees to indemnify and hold the Lender harmless from and against any and all suits, actions, proceedings, claims,
damages, losses, liabilities and expenses of any kind and nature whatsoever (including attorneys' fees and disbursements and other
costs of investigation or defense) that may be instituted or asserted against or incurred by the Lender as the result of credit
having been extended, suspended or terminated under this Note or with respect to the execution, delivery, enforcement, performance
and administration of, or in any other way arising out of or relating to, this Note or the transactions referred to herein and
any actions or omissions with respect to any of the foregoing, except to the extent that the Lender is finally determined by a
court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Lender.


 


16.                 Replacement
of Note. If the Lender of record loses this Note, the Company shall issue an identical replacement Note to the Lender upon
the Lender’s delivery to the Company of an executed lost note affidavit stating the facts surrounding such loss of this Note
and an executed indemnity agreement indemnifying and holding harmless the Company against any losses incurred or liabilities suffered
by the Company or claims against the Company by any other holders or transferees of this Note related to or from the issuance of
the replacement Note by the Company, which lost note affidavit and indemnity agreement shall be in a form reasonably satisfactory
to the Company.


 






     


     


    

 


17.                 Reinstatement.
This Note shall continue to be effective, or be reinstated, as applicable, if at any time payment of all or any part hereof is
rescinded or must otherwise be returned or restored by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company, as though such payments had not been made.


 


18.                 Additional
Covenants. Until this Note is paid in full, the Company shall not without the prior written consent of the Lender (such consent
which shall not be unreasonably delayed, withheld, or conditioned): (i) issue any securities other than strictly pursuant to a
Qualified Financing or pursuant to a duly adopted Stock Incentive Plan; (ii) incur or agree to incur any indebtedness that is senior
to this Note (except for the SQN Note as hereinafter defined) ; (iii) make any loans to, or assume or guarantee any debt or other
obligations of another person or entity in excess of $10,000; ; (iv) enter into or modify any affiliated party transaction or pay
current officers and directors in excess of that which has previously been disclosed in writing to the Lender; (v) place any liens
or encumbrances on, or cause any liens or encumbrances to be placed on, or transfer, convey, assign, pledge or grant any security
interests in, the capital stock or assets or properties of the Company other than those liens that may be granted to SQN under
the SQN Note; or (vi) declare or pay any dividends or distributions on its capital stock until this Note is paid in full.


 


19.                 Financial
Statements. So long as this Note is outstanding, the Company shall furnish to the Lender:


 


(a)             Monthly
Reports. Within thirty (30) days following the end of each fiscal month of the Company, a copy of the consolidated and consolidating
balance sheet, income statement and statement of cash flow (the "Financial Statements") of the Company and its
subsidiaries, internally prepared for such fiscal month in accordance with generally accepted accounting principles in the United
States, consistently applied, setting forth in comparative form the corresponding figures for that date and period, accompanied
by a certificate executed by the Chief Executive Officer or Chief Financial Offer of the Company certifying that (i) such Financial
Statements are complete, true and correct and (ii) to his or her actual knowledge, the Company is not in default of any of its
covenants made hereunder.


 


(b)             Annual Reports.
Within ninety (90) days following the close of each fiscal year of the Company, the Financial Statements for such fiscal year
certified by an officer of the Company without qualification in reasonable detail, setting forth in comparative form the corresponding
figures for the corresponding date and period in the preceding fiscal year, and accompanied by other detailed reports from such
accountants to the Company (including, without limitation, any management letters) in connection with each annual or interim audit
or review of the books of the Company by such accountants. In the event the Board of Directors of the Company approves the annual
Financial Statements to be audited, the Lender shall be provided with Financial Statements audited by an independent certified
public accounting firm reasonably acceptable to the Lender.


 


20.
                 Seniority. The Lender hereby confirms and acknowledges that this Note shall rank
pari passu in seniority with any other Note issued under the Purchase Agreement or any other Note Purchase Agreements
outstanding by the Company as of the date hereof. The Lender further confirms and acknowledges that this Note shall rank
junior in all respects (including in respect of payment) to that certain promissory note that may be issued by the Company to
SQN Venture Income Fund, L.P., or an affiliate thereof (“SQN”) in the aggregate amount of up to $3,000,000
(the “SQN Note”) in respect of the Company purchasing certain assets of SQN (the “SQN
Transaction”). Nothing herein shall obligate the Company to consummate the SQN Transaction or issue the SQN Note
but in the event the SQN Transaction is consummated, and the SQN Note is issued by the Company in connection therewith, the
SQN Note, and any lien granted to SQN thereunder, shall be deemed senior and first ranking in all respects to this Note. The
Lender hereby consents to the SQN Transaction and the senior SQN Note and undertakes to execute any document, or take any
action, reasonably requested by the Company or SQN to subordinate this Note to the SQN Note.


[Remainder of Page
Intentionally Left Blank]


 






     


     


    

 


IN WITNESS WHEREOF, the
Company has executed this Note as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	MARPAI HEALTH, INC.
	 	 
	 	By:	 
	 	Name: 	Edmundo Gonzalez
	 	Title:	CEO &_Secretary




 


 


Approved and Agreed:


 


	THE LENDER:	 
	 	 
	WINSTON J. CHURCHILL	 
	 	 
	 	 




 


[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY
NOTE]