Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of
May, 2020 by and among ScoutCam Inc., a Nevada corporation (the “Company”) and the Investor (as defined below).
Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement by and
between the Company and the Investor, dated May 18, 2020 (the “Purchase Agreement”) unless otherwise defined
herein.


 


The
parties hereby agree as follows:


 


1.
Certain Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Investor”
means M. Arkin (1999) Ltd. and any of its Affiliates or permitted transferees who is a subsequent holder of any Registrable Securities.


 


“Prospectus”
means (i) any prospectus (preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under
the Securities Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the Securities Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable
Securities” means (i) the shares of Common Stock issued to the Investor under the Purchase Agreement, (ii) the shares
of Common Stock underline the Warrants issued to the Investor under the Purchase Agreement, and (iii) any other securities issued
or issuable with respect to or in exchange for such shares of Common Stock or the shares of Common Stock underline such Warrants,
whether by merger, charter amendment, or otherwise; provided, that, a security shall cease to be a Registrable Security (and the
Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective
by the SEC under the Securities Act, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or
(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer
Agent and the affected holders, as reasonably determined by the Company, upon the advice of counsel to the Company and the Transfer
Agent has issued certificates for such Registrable Securities to the holder thereof, or as such holder may direct, without any
restrictive legend.


 


“Registration
Statement” means any registration statement of the Company filed under the Securities Act that covers the resale of
any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


2.
Registration.


 


(a)
Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase
Agreement (the “Closing Date”), the Company shall use commercially reasonable efforts to prepare and file with the
SEC, within ninety (90) days after the Closing Date, one Registration Statement on Form S-1 (or such other form of registration
is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities.
The Investor shall not be named as an “underwriter” in the Registration Statement without the Investor’s prior
written consent. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall
not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent
of the Investor, except if the Registrable Securities are included in the Company’s Registration Statement on Form S-1 (File
No. 333-237470) filed with the SEC on March 30, 2020, as amended from time to time. The Registration Statement (and each amendment
or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section
3(c) to the Investor and its counsel prior to its filing or other submission.


 




    	 



     


    

 


(b)
Expenses. The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including
filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable
Securities for sale under applicable state securities laws, and listing fees, but excluding discounts, commissions, fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being
sold or any fees or any of the Investor’s counsel.


 


(c)
Effectiveness.


 


(i)
The Company shall use commercially reasonable efforts to have any Registration Statement declared effective as soon as practicable.
The Company shall notify the Investor by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four
(24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investor with copies of
any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.


 


(ii)
For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period,
the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event
that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the
best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that
such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the
circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly
(a) notify the Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of
the Investor) disclose to the Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investor
in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable
efforts to terminate an Allowed Delay as promptly as practicable.


 


(d)
Rule 415; Cutback To the extent applicable, if at any time the SEC takes the position that the offering of some or all
of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the
provisions of Rule 415 under the Securities Act or requires the Investor to be named as an “underwriter”, the Company
shall use its best efforts to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an
“underwriter”. The Investor shall have the right to participate or have its counsel participate in any meetings or
discussions with the SEC regarding the SEC’s position and to comment or have its counsel comment on any written submission
made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investor’s counsel
reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section
2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the
Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration
and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements
of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name the
Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor. Any
cut-back imposed on the Investor pursuant to this Section 2(d) shall be allocated among the Investor and any other stockholders
of the Company included in such Registration Statement, if any, on a pro rata basis, unless the SEC Restrictions otherwise require
or provide or the Investor otherwise agree; provided, however, that no cut-back shall be imposed on the Investor by virtue of
shares included in the Registration Statement to be sold on behalf of the Company. No liquidated damages shall accrue as to any
Cut Back Shares until such date on which the Company is able to effect the registration of such Cut Back Shares in accordance
with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after
the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 shall again be applicable
to such Cut Back Shares.


 




    	 



     


    

 


3.
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective
for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold or otherwise disposed of pursuant to the Registration Statement or in a
transaction in which the transferee receives freely tradable shares, (ii) the date on which the Registrable Securities no longer
constitute “Registrable Securities” pursuant to the definition thereof, and (iii) the third anniversary of the closing
date of the Purchase Agreement (the “Effectiveness Period”) and advise the Investor in writing when the Effectiveness
Period has expired;


 


(b)
prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of
the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)
provide copies to and permit counsel designated by the Investor to review each Registration Statement and all amendments and supplements
thereto no fewer than seven (7) days prior to their filing with the SEC and not file any document to which such counsel reasonably
objects;


 


(d)
furnish to the Investor and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date,
as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus
and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement
(other than any portion thereof which contains information for which the Company has sought confidential treatment), and (ii)
such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by the Investor that are covered by the related Registration Statement;


 


(e)
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii)
if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)
prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate
with the Investor and its counsel in connection with the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions requested by the Investor and do any and all other commercially
reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject
but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


 


(g)
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each
securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)
immediately notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening
of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus
as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing;


 




    	 



     


    

 


(i)
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities
Act and the Exchange Act; and


 


(j)
with a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Investor to sell shares of Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the
holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives
freely tradable shares; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under
the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Registrable Securities, (A)
a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the
Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may
be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such
Registrable Securities without registration.


 


4.
Obligations of the Investor.


 


(a)
The Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement,
the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have
any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company
at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects
to have any of the Registrable Securities included in the Registration Statement.


 


(b)
The Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Investor has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)
The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, the Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor
is advised by the Company that such dispositions may again be made.


 


(d)
The Investor agrees that it will not sell, dispose or otherwise transfer its Registrable Securities other than (i) pursuant to
the Plan of Distribution contained in the Registration Statement covering such Registrable Securities, (ii) in accordance with
the requirements of Rule 144 or (iii) in a transaction exempt from the registration requirements of the Securities Act and as
to which the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made
without registration under the Securities Act.


 




    	 



     


    

 


5.
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless the Investor and its officers, directors,
members, managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other
person, if any, who controls the Investor within the meaning of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
or omission or alleged omission of any material fact contained in any registration statement, any prospectus, or any amendment
or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or
based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all
of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a
“Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or
its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating
to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify
the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively
undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf
and will reimburse the Investor, and its officers, directors or members and its controlling persons for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made
in conformity with information furnished by the Investor or any of its controlling persons in writing specifically for use in
such registration statement or prospectus.


 


(b)
Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by
law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting
from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement
or Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but
only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor
to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In
no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise
been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable
Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to
the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person
entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has
agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice
of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which
case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such
person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially
adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.


 




    	 



     


    

 


(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable
to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation.
In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount
of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


6.
Miscellaneous.


 


(a)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor.


 


(b)
Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section
9.4 of the Purchase Agreement.


 


(c)
Assignments and Transfers by Investor. The provisions of this Agreement shall be binding upon and inure to the benefit
of the Investor and its respective successors and assigns. The Investor may transfer or assign, in whole or from time to time
in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by the Investor
to such person, provided that the Investor complies with all laws applicable thereto and provides written notice of assignment
to the Company promptly after such assignment is effected.


 


(d)
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law
or otherwise) without the prior written consent of the Investor; provided, however, that in the event that the Company
is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is
converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall,
by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company”
shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities
received by the Investor in connection with such transaction unless such securities are otherwise freely tradable by the Investor
after giving effect to such transaction.


 


(e)
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This Agreement may be delivered via facsimile or other
form of electronic communication, which shall be deemed an original.


 


(g)
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(h)
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders
any provisions hereof prohibited or unenforceable in any respect.


 




    	 



     


    

 


(i)
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such
other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 


(j)
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 








	The
    Company:	ScoutCam
    Inc.
	 	 	 
	 	By:	/s/
Tanya Yosef                     /s/
Yaron Silberman
	 	Name:	 Tanya Yosef                       Yaron
Silberman
	 	Title:	Chief Financial Officer       Chief
    Executive Officer
	 	 	 
	Investor:	M.
    Arkin (1999) Ltd. 
	 	 	 
	 	By:	/s/
    Mori Arkin 
	 	Name:	Mori
    Arkin
	 	Title:	Director