Exhibit
10.4


 


May
18, 2020


 


To:
M. Arkin (1999) Ltd. (“Arkin”)


 


	Re:	Agreements
    as Conditions to Financing


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Letter Agreement”) confirms certain understandings relating to the Spinoff Agreements
(as defined below), which the undersigned, ScoutCam Inc. (the “Company”) and Medigus Ltd. (“Medigus”)
have undertaken to you as condition to your investment in the Company. Reference is made to certain Amended and Restated Asset
Transfer Agreement (the “Asset Agreement”) and that certain Patent License Agreement (the “License
Agreement”, and collectively, the “Spinoff Agreements”), each entered into by and between Medigus
and ScoutCam Ltd., a wholly owned subsidiary of the Company (the “Subsidiary”), dated December 1, 2019. Capitalized
terms not otherwise defined herein shall have the meaning ascribed in the Spinoff Agreements.


 


The
Company and Medigus will take such actions as are reasonably necessary to cause a duly executed amendment of the Spinoff Agreements
to be entered into effect as soon as reasonably practicable and no later than sixty (60) days after the closing of Arkin’s
investment, subject only to obtaining the approval of the Israeli Innovation Authority and Magnet management to the extent legally
necessary with respect to the IIA funded patent assets (and absent any additional contingencies). Such amendment shall have the
effect (without payment of additional consideration) of (i) clarifying and/or supplementing Section 2.1 of the Asset Agreement,
such that the know-how and other intellectual property rights, used or necessary for use in connection with the Transferred Business
shall have been duly transferred to the Subsidiary; and (ii) transferring the patent assets set forth in Appendix A,
and all rights and obligations attached thereto, as Transferred Assets; provided, however, that if the Company decides
to neglect any of the patent assets set forth in Appendix A, the Company shall transfer back ownership of those
patent assets to Medigus, and such transfer shall consist of no additional consideration and absent any additional contingencies.
In the event that the IIA approval and Magnet management cannot be reasonably obtained with respect to the applicable patent,
the amendment shall have the effect of achieving the closest possible result to transfer of exclusive ownership.


 


Each
of the Company and Medigus represents that it has all requisite corporate power and authority to execute and deliver this Letter
Agreement and to carry out and perform its obligations hereunder. This Letter Agreement may not be modified or amended and the
rights of either party hereunder may not be waived unless such modification, amendment, or waiver is effected by a written instrument
signed by the Company, Medigus and Arkin.


 


[Signature
page to follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Letter Agreement to be executed as of the date first written above.


 


	 	MEDIGUS:
	 	 	 
	 	 	/s/
    Liron Carmel
	 	 	MEDIGUS
    LTD.
	 	 	 
	 	Name:	Liron
    Carmel
	 	Title:	Chief
    Executive Officer


 


[Medigus
Signature Page to the Letter Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Letter Agreement to be executed as of the date first written above.


 


	 	THE
                                         COMPANY:




	 	 
	 	SCOUTCAM
    INC. 
	 	 
	 	By:	/s/
    Yaron Silberman           /s/ Tanya Yosef
	 	Name:	Yaron
    Silberman              Tanya Yosef
	 	Title:	Chief
    Executive Officer   Chief Financial Officer
	 	 	 
	 	THE
                                         SUBSIDIARY




	 	 
	 	SCOUTCAM LTD.
	 	 
	 	By:	/s/
    Yaron Silberman          /s/ Tanya Yosef
	 	Name:	Yaron
    Silberman              Tanya Yosef
	 	Title:	Chief
    Executive Officer   Chief Financial Officer


 


[Company
and the Subsidiary Signature Page to the Letter Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Letter Agreement to be executed as of the date first written above.


 


	 	M.
                                         ARKIN (1999) LTD.




	 	 
	 	By:	/s/
    Mori Arkin
	 	Name:	Mori
    Arkin
	 	Title:	Director


 


[Arkin
Signature Page to the Letter Agreement]


 




    	 



     


    

 


Appendix
A


 


1.
Family 34802


2.
Family 11777


3.
Family 24994