Exhibit
3.1
BYLAWS
OF
IR-MED,
INC.
(effective
as of December 24, 2020)
As
amended as of August 13, 2023
ARTICLE
I
Meetings
of Stockholders and Stockholder Matters
SECTION
1. Annual Meeting. An annual meeting of the stockholders of IR-Med, Inc., a Nevada corporation (hereinafter, the “Corporation”)
for the election of directors to succeed only those whose terms expire in such year (the “Applicable Class”) and for the
transaction of such other proper business as my properly come before the meeting shall be held at such time, date and place, either within
or without the State of Nevada, as shall be designated by resolution of the Board of Directors. The
Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but instead shall be held
solely by means of remote communication as provided under the Nevada Revised Statutes (as amended from time to time, the “NRS”).
SECTION
2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board of Directors acting
pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth
in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. No other
person(s) may call a meeting of the stockholders. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but instead shall be held solely by means of remote communication as provided
under the NRS.
SECTION
3. Notice of Meetings. Written notice of each meeting of the stockholders, which shall state the time, date and place of the meeting
and in the case of a special meeting, the purpose or purposes for which it is called, shall, unless otherwise provided by applicable
law, the Articles of Incorporation or these bylaws, be given not less than ten (10) nor more than sixty (60) days before the date of
such meeting to each stockholder entitled to vote at such meeting, and, if mailed, it shall be deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Whenever notice
is required to be given, a written waiver thereof signed by the person entitled thereto, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION
4. Adjournments. Any meeting of the stockholders may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment
is taken. At any such adjourned meeting at which a quorum may be present, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.
SECTION
5. Quorum. Except as otherwise provided by Nevada law, the Articles of Incorporation or these bylaws, at any meeting of the stockholders
the holders of a majority of the shares of stock, issued and outstanding and entitled to vote, shall be present in person or represented
by proxy in order to constitute a quorum for the transaction of any business. In the absence of a quorum, the holders of a majority of
the shares present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time in the manner described
in Section 4 of this Article I.
SECTION
6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his or her absence or inability to act,
the Chief Executive Officer or, in his or her absence, the President or, in his absence or inability to act, a Vice President or, in
the absence or inability to act of such persons, any person designated by the Board of Directors, shall act as chairman of the meeting.
The Secretary or, in his or her absence or inability to act, any person appointed by the chairman of the meeting shall act as secretary
of the meeting and keep the minutes thereof. The chairman of any meeting of the stockholders shall
determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct
of discussion as he or she deems to be appropriate. The chairman of any meeting of the stockholders shall have the power to adjourn the
meeting to another place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at the meeting shall be announced at the meeting.
SECTION
7. Notice of Stockholder Business and Nominations.
| |
A. |
Annual
Meetings of Stockholders. |
Nominations
of persons for election to the Applicable Class of Board of Directors and the proposal of business to be considered by the stockholders
may be made at an annual meeting of the stockholders (a) pursuant to the Corporation’s notice of meeting or proxy materials with
respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice thereof who is entitled to vote at the meeting, who has held continuously at least
five percent (5%) or more of the outstanding shares
of the Corporation’s common stock for at least one year prior to the date the Corporation receives the written notice and
who complies with the notice procedures set forth in this paragraph C of Section 7.
| |
B. |
Special
Meetings of Stockholders. |
Only
such business, as was presented before the meeting in accordance to Section 2 above, shall be conducted at a special meeting of stockholders.
The notice of such special meeting shall include the purpose for which the meeting is called. Nominations of candidates for election
to the Applicable Class of Board of Directors may be made at a special meeting of the stockholders. Directors may be elected only by
or at the direction of the Board of Directors.
| |
C. |
Certain
Matters Pertaining to Stockholder Business and Nominations. |
(1)
For nominations or other business to be properly brought by a stockholder before an annual meeting pursuant to clause (c) of paragraph
A of this Section 7 or a special meeting pursuant to paragraph B of this Section 7, (1) the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation, (2.) such other business must otherwise be a proper matter for stockholder action
under the NRS, (3.) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided
the Corporation with a Solicitation Notice, as that term is defined in this paragraph C, such stockholder or beneficial owner must, in
the case of a proposal, have delivered a proxy statement and form of proxy to holders of a sufficient percentage of the Corporation’s
voting shares required by law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement
and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial
holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have
included in such materials the Solicitation Notice, and (4.) if no Solicitation Notice relating thereto has been timely provided pursuant
to paragraph C of this Section 6, the stockholder or beneficial owner proposing such business or nomination must not have solicited a
number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section.
To
be timely, a stockholder’s notice pertaining to an annual meeting shall be delivered to the Secretary at the principal executive
office of the Corporation not less than ninety (90) or more than one-hundred and twenty (120) days prior to the first anniversary (the
“Anniversary”) of the date of the preceding year’s annual meeting; provided, however, that in
the event that the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after the Anniversary,
to be timely, notice by the stockholder must be so delivered not earlier than the close of business (at the principal executive office
of the Corporation) on the one-hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business
on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the close of business on the tenth (10th) day following
the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice for
an annual meeting or a special meeting shall set forth:
(a)
as to each person whom the stockholder proposes to nominate for election or reelection as a director of the Corporation in accordance
with the terms of these Bylaws:
(i)
all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director,
if elected);
(ii)
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during
the past three (3) years, and any other material relationships, between or among such stockholder, the beneficial owner, if any, on whose
behalf any such proposal or nomination is being made, and their respective affiliates and associates, on the one hand, and each proposed
nominee, and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that
would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, if
such stockholder, such beneficial owner, or any affiliate or associate thereof, were the “registrant” for purposes of such
rule and the nominee were a director or executive officer of such registrant;
(iii)
to the extent known by the stockholder, the name and address of any other securityholder of the Corporation who owns, beneficially or
of record, any securities of the Corporation and who supports any nominee proposed by such stockholder; and
(iv)
the questionnaire and the representation and agreement, completed and signed by such person, as required by paragraph D of this Section
7;
(b)
as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be
brought before the meeting, including the text of any resolutions proposed for consideration, the reasons for conducting such business
at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made, and to the extent known by the stockholder, the name and address of any othesecurityholder of the Corporation who owns, beneficially
or of record, any securities of the Corporation and who supports any matter such stockholder intends to propose; and
(c)
as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(i)
the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner;
(ii)
(A) the class or series and number of shares of the Corporation’s capital stock which are, directly or indirectly, owned beneficially
and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right,
or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series
of the shares of the Corporation’s capital stock or with a value derived in whole or in part from the value of any class or series
of the shares of the Corporation’s capital stock, whether or not such instrument or right shall be subject to settlement in the
underlying class or series of the shares of capital stock of the Corporation (a “Derivative Instrument”) directly or indirectly
owned beneficially by such stockholder and such beneficial owner as well as any other direct or indirect opportunity for such stockholder
and such beneficial owner to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation,
(C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares
of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws, a person
shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject
security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or
separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments
held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner (i) is a general partner
or, (ii) directly or indirectly, beneficially owns an interest in such general partner, and (G) any performance-related fees (other than
an asset-based fee) that such stockholder or beneficial owner is entitled to on any increase or decrease in the value of shares of the
Corporation or Derivative Instruments as of the date of such notice, including, without limitation, any such interests held by members
of such stockholder or beneficial owner’s immediate family sharing the same household (which information shall be supplemented
by such stockholder and beneficial owner not later than ten (10) days after the record date for the meeting to disclose such ownership
as of the record date; provided, however, that if such date is after the date of the meeting, not later than the day prior to the meeting);
(iii)
any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election
of directors in a contested election pursuant to Regulation 14A under the Exchange Act and the rules and regulations promulgated thereunder;
(iv)
a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other
person or persons (including their names) in connection with the proposal of such business by such stockholder; and
(v)
a statement of whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy, in
the case of a proposal, to holders of a sufficient percentage of the Corporation’s voting shares required by law to carry the proposal
or, in the case of a nomination or nominations, to holders of a sufficient percentage of the Corporation’s voting shares to elect
such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
(2)
In the event the Corporation calls a special meeting of the stockholders for the purpose of electing one or more directors of an Applicable
Class to the Board of Directors, any such stockholder who has held continuously at least five percent
(5%) or more of the outstanding shares of the Corporation’s common stock for at least one year prior to the date the Corporation,
may nominate a person or persons (as the case may be), for election to such directorship(s) as specified in the Corporation’s notice
of meeting, provided, however, that the stockholder’s notice required by paragraph C(1) of this Section 7 is delivered to the Secretary
at the principal executive office of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting nor later
than the close of business on the later of (i) the sixtieth (60th) day prior to such special meeting, or (ii) the tenth (10th) day following
the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.
(1)
Only such persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to serve as directors
of the Corporation and only such business brought before a meeting of the stockholders in accordance with the procedures set forth in
this Section 7 shall be conducted at such meeting. Except as otherwise provided by law, the Restated Articles of Incorporation or these
Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded.
(2)
For purposes of this Section 7, “public announcement” shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3)
Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 7 shall be deemed
to affect any rights (i) of the stockholders of the Corporation to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock then outstanding to elect directors
under specified circumstances.
(4)
In addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or reelection as a director
of the Corporation, a person must deliver, in accordance with the time periods prescribed for delivery of notice under Section 7(C) of
this Article I, to the Secretary at the principal executive office of the Corporation a completed and signed questionnaire with respect
to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is
being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in
the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement,
arrangement or understanding with, and has not given any commitment or assurance to, any other person or entity as to how such person,
if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not
been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply,
if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not
become a party to any agreement, arrangement or understanding with any other person or entity, other than the Corporation, with respect
to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation,
and (iii) in such person’s individual capacity and on behalf of any other person or entity on whose behalf the nomination is being
made, would be in compliance, if elected as a director of the Corporation, and will comply with, applicable law and all applicable publicly
disclosed corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities, trading and any other policies
and guidelines of the Corporation applicable to directors.
(5)
Notwithstanding the foregoing provisions of this Section 7, unless otherwise required by law, if a stockholder of the Corporation (or
a qualified representative of the stockholder) does not appear in person at the annual or special meeting of the stockholders of the
Corporation to make its nomination or propose any other matter, such nomination shall be disregarded and such other proposed matter shall
not be transacted, even if proxies in respect of such vote have been received by the Corporation. For purposes of this Article I, to
be considered a “qualified representative” of the stockholder, a person must be (i) a duly authorized officer, manager or
partner of such stockholder or (ii) must be authorized by a writing executed by such stockholder or an electronic transmission delivered
by such stockholder to act for such stockholder as proxy at the meeting of the stockholders, and such person must produce such writing
or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the commencement of the meeting
of the stockholders.
SECTION
8. Voting; Proxies. Unless otherwise provided by NRS or in the Articles of Incorporation, each stockholder entitled to vote at
any meeting of stockholders shall be entitled to one vote for each share of capital stock which has voting power upon the matter in question
held by such stockholder either (i) on the date fixed pursuant to the provisions of Section 9 of Article I of these bylaws as the record
date for the determination of the stockholders to be entitled to notice of or to vote at such meeting; or (ii) if no record date is fixed,
then at the close of business on the day next preceding the day on which notice is given. Each stockholder entitled to vote at any meeting
of the stockholders may authorize another person or persons to act for him by proxy. Any such proxy shall be delivered to the secretary
of such meeting at or prior to the time designated in the order of business for so delivering such proxies. At all meetings of the stockholders
for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise
required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary
to authorize any corporate action to be taken by vote of the stockholders. Unless required by NRS, or determined by the chairman of the
meeting to be advisable, the vote on any question other than the election of directors need not be by written ballot. On a vote by written
ballot, each written ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and shall state the number
of shares voted.
SECTION
9. Fixing of Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date
shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business
on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.
SECTION
10. Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date
shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION
11. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected
by any stockholder of the Corporation who is present.
SECTION
12. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at
such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the
chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of
any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate
for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.
SECTION
13. Action Without Meeting. Any action required by statute to be taken at a meeting of the shareholders, or any action which may
be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by stockholders representing a majority of shares entitled to vote with respect to the subject matter thereof and such
consent shall have the same force and effect as a unanimous vote of the stockholders. The consent may be in more than one counterpart
so long as each stockholder signs one of the counterparts. The signed consent, or a signed copy shall be placed in the minute book.
SECTION
14. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 11 of this Article I, the books of the Corporation, or to vote in person or by proxy at
any meeting of the stockholders.
ARTICLE
II
Board
of Directors
SECTION
1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.
The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not,
by NRS or the Articles of Incorporation, directed or required to be exercised or done by the stockholders.
SECTION
2. Number, Qualification. The number of directors of the Corporation shall be fixed solely and exclusively from time to time by
affirmative vote of a majority of the directors then in office. Initially, the number of directors shall be fixed at seven (7) directors
and any increase to the number of directors shall be subject to Section 4 of this Article II.
The
Board of Directors of the Corporation shall be divided into three classes, with the term of office of the first class to expire at the
first annual meeting of the stockholders following the initial classification of directors and until their successors are duly elected
and qualified, the term of office of the second class to expire at the second annual meeting of the stockholders following the initial
classification of directors and until their successors are duly elected and qualified, and the term of office of the third class to expire
at the third annual meeting of the stockholders following the initial classification of directors and until their successors are duly
elected and qualified. At each annual meeting of the stockholders, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting of the stockholders after their election and until their
successors are duly elected and qualified, and if authorized by a resolution of the Board of Directors, directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy was created.
The
Chairman of the Board of Directors and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by
and from the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors at which he or she is present and
shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to time be determined by the Board
of Directors.
SECTION
3. Newly Created Directorships and Vacancies. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation
relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation
to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall
be filled by the affirmative vote of a majority of the remaining directors then in office. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term and until such director’s successor shall have been duly
elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any director
then in office.
SECTION
4. Removal and Resignation. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any director, or the entire Board of Directors, may be removed from office at any time only for
cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding
shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class.
SECTION
5. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada
and at such times as the Board of Directors may from time to time determine. Notice of regular meetings of the Board of Directors need
not be given except as otherwise required by the NRS or these bylaws.
SECTION
6. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of
Nevada whenever called by the Chairman of the Board of Directors, the President or by a majority of the entire Board of Directors.
SECTION
7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice
shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time
and place of the meeting. Except as otherwise required by Nevada law or these bylaws, such notice need not state the purpose(s) of such
meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to such director at such director’s
residence or usual place of business, by registered mail, return receipt requested delivered at least two (2) days before the day on
which such meeting is to be held, or shall be sent addressed to such director at such place by electronic mail, telegraph, telex, cable
or wireless, or be delivered to such director personally, by facsimile or by telephone, at least 24 hours before the time at which such
meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need not be given to any director who shall, either before
or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to him.
SECTION
8. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the Board of Directors shall be present in person
or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear
each other at the same time at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business
at such meeting; and, except as otherwise required by NRS, the Articles of Incorporation or these bylaws, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum
at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment
and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have no power as such.
SECTION
9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors.
SECTION
10. Telephonic Participation. Members of the Board of Directors may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation in such a meeting shall constitute presence in person at such meeting.
SECTION
11. Conduct of Meetings. At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board of Directors may from time to time determine and publicized among all directors, and all matters
shall be determined by the vote of a majority of the directors present, except as otherwise provided herein, under the Restated Articles
of Incorporation or required by law.
SECTION
12. Compensation. The Board of Directors or any designated committee shall have authority to fix the compensation, including fees
and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided that directors who are serving
the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation
for their services as directors of the Corporation.
SECTION
13. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or
more committees, including, without limitation, a an Audit Committee, Compensation Committee and a Corporate Governance and Nominating
Committee, and may delegate thereto some or all of its powers except those which by law, by the Articles of Incorporation or by these
bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct
of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these bylaws for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to
which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to
the Board of Directors.
SECTION
14. Limitations on Decision Making. The following decisions shall be subject to approval of seventy percent (70%) of the Board of Directors:
| |
(i) |
Carrying
on any business by the corporation other than the existing business or any material change of the corporation’s business; |
| |
(ii) |
Raising
capital through the sale of the corporation’s equity or equity linked securities at an effective per share price that is less
than the per share price of the most recent round of financing; |
| |
(iii) |
Any
change to the number of directors; and |
| |
(iv) |
The
entering into by Corporation of an amalgamation, merger or consolidation with any other person. |
ARTICLE
III
Officers
SECTION
1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board,
a Chief Executive Officer, a President, Chief Financial Officer, Chief Technology Officer, one or more Vice Presidents, a Secretary,
a Treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number
of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period
that it may deem advisable unless otherwise required by Nevada law.
SECTION
2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The Chief Executive Officer shall
appoint persons to other officers as he or she deems desirable and such appointments, if any, shall serve at the pleasure of the Board
of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation
or removal as hereinafter provided.
SECTION
3. Resignations. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION
4. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the Board of
Directors at any meeting of the Board of Directors or, except in the case of an officer or agent elected or appointed by the Board of
Directors, by the Chief Executive Officer, but any such removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION
5. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled
for the unexpired portion of the term of the office which shall be vacant by the Board of Directors at any special or regular meeting.
SECTION
6. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent
or employee to give security for the faithful performance of his or her duties.
SECTION
7. The Chairman of the Board. The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of
the Board of Directors. Such person shall perform all duties incident to the office of Chairman of the Board and such other duties as
may from time to time be assigned to such person by the Board of Directors.
SECTION
8. The Chief Executive Officer. The Chief Executive Officer shall have the general and active supervision and direction over the
business operations and affairs of the Corporation and over the other officers, agents and employees and shall see that their duties
are properly performed. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the Chief Executive
Officer shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all
the restrictions upon the Chairman of the Board. Such person shall perform all duties incident to the office of Chief Executive Officer
and such other duties as may from time to time be assigned to such person by the Board of Directors.
SECTION
9. The President. The President shall have general and active supervision and direction over the business operations and affairs
of the Corporation and over its several officers, agents and employees, subject, however, to the direction of the Chief Executive Officer
and the control of the Board of Directors. In general, the President shall have such other powers and shall perform such other duties
as usually pertain to the office of President or as from time to time may be assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION
10. Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to
him by the Board of Directors or the Chief Executive Officer.
SECTION
11. The Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible for, all the funds and securities of
the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all
monies and other valuables to be deposited to the credit of the Corporation in such depositories as may be designated by the Board; (d)
receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation
and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general,
have all the powers and perform all the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION
12. The Secretary. The Secretary shall (a) record the proceedings of the meetings of the stockholders and directors in a minute
book to be kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required
by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, have
all the powers and perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned
to him by the Board of Directors or the Chief Executive Officer.
SECTION
13. Officers’ Bonds or Other Security. The Board of Directors may secure the fidelity of any or all of its officers or agents
by bond or otherwise, in such amount and with such surety or sureties as the Board of Directors may require.
SECTION
14. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from
time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the Chief Executive
Officer or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President,
as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that such
person is also a director of the Corporation.
ARTICLE
IV
Shares
of Stock
SECTION
1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name
of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any of or all the
signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar
at the date of issue.
SECTION
2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or
without the State of Nevada, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate
books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.
SECTION
3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only
upon authorization by the registered holder thereof, or by his attorney hereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by
Nevada law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on
the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls
and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares
shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such
fact shall be stated in the entry of the transfer.
SECTION
4. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these bylaws, as
it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.
SECTION
5. Lost, Stolen or Destroyed Stock Certificates. The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a
new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative,
to give the Corporation a bond sufficient, as the Board in its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. Anything herein to the contrary notwithstanding, the Board of Directors, in its absolute discretion, may refuse
to issue any such new certificate, except pursuant to judicial proceedings under the laws of the State of Nevada.
ARTICLE
V
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
| |
SECTION
1. |
Right
to Indemnification. |
Each
person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as
a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer,
or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such action, suit or proceeding is alleged action
in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall
be indemnified and held harmless by the Corporation to the fullest extent permitted by law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered
by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article V with respect to
proceedings to enforce rights to indemnification or an advancement of expenses or as otherwise required by law, the Corporation shall
not be required to indemnify or advance expenses to any such Indemnitee in connection with an action, suit or proceeding (or part thereof)
initiated by such Indemnitee unless such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
| |
SECTION
2. |
Right
to Advancement of Expenses. |
In
addition to the right to indemnification conferred in Section 1 of this Article V, an Indemnitee shall also have the right to be paid
by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the NRS then requires, an advancement of expenses incurred by an Indemnitee in his capacity as a director
or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service
to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right
to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2.
| |
SECTION
3. |
Right
of Indemnitees to Bring Suit. |
If
a claim under Section 1 or 2 of this Article V is not paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall
be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such
suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard for indemnification
set forth in the NRS. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable
standard for indemnification set forth in the NRS. Neither the failure of the Corporation (including its directors who are not parties
to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the NRS, nor an actual determination by the Corporation (including its directors who are
not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not
met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement
of expenses, under this Article V or otherwise shall be on the Corporation.
| |
SECTION
4. |
Non-Exclusivity
of Rights. |
The
rights to indemnification and to the advancement of expenses conferred in this Article V shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Restated Certificate of Incorporation as amended from time to time, these
Bylaws, any agreement, any vote of stockholders or directors as permitted by the NRS or otherwise.
The
Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of (i) the Corporation
or (ii) another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against such expense, liability or loss under the NRS.
| |
SECTION
6. |
Indemnity
Agreements. |
The
Corporation may enter into indemnity agreements from time to time (i) with the persons who are members of its Board of Directors, (ii)
with such officers, employees and agents of the Corporation and (iii) with such officers, directors, employees and agents of subsidiaries
or affiliates of the Corporation. Such indemnity agreements may provide in substance that the Corporation will indemnify such persons
to the full extent as contemplated by this Article V or permitted by law and the Restated Articles of Incorporation, and may include
any other substantive or procedural provisions regarding indemnification as are not inconsistent with the laws of the State of Nevada.
The provisions of such indemnity agreements shall prevail to the extent that they limit or condition or differ from the provisions of
this Article V.
| |
SECTION
7. |
Indemnification
of Employees and Agents of the Corporation. |
The
Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
| |
SECTION
8. |
Nature
of Rights. |
The
rights conferred upon Indemnitees in this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee, agent or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors
and administrators. Any amendment, alteration or repeal of this Article V that adversely affects any right of an Indemnitee or its successors
shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any action, suit or proceeding involving
any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
If
any word, clause, provision or provisions of this Article V shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Article V (including, without limitation, each portion
of any section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to
be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Article V (including, without limitation, each such portion of any section of this Article V containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
ARTICLE
VI
General
Provisions
SECTION
1. Registered Office. The registered office and registered agent of the Corporation will be as specified in the Articles of Incorporation
of the Corporation.
SECTION
2. Other Offices. The Corporation may also have such offices, both within or without the State of Nevada, as the Board of Directors
may from time to time determine or the business of the Corporation may require.
SECTION
3. Fiscal Year. The fiscal year of the Corporation shall be so determined by the Board of Directors.
SECTION
4. Voting Securities Owned by Corporation. Voting securities in any other corporation held by the Corporation shall be voted by
the Chief Executive Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority
may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have
the power to appoint proxies, with general power of substitution.
SECTION
5. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s
stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose
shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such
other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed
to the Corporation at its registered office in the State of Nevada or at its principal place of business.
SECTION
6. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive
effect in limiting or otherwise construing any provision herein.
SECTION
7. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the
Articles of Incorporation, the general corporation law of the State of Nevada or any other applicable law, the provision of these bylaws
shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
ARTICLE
VII
Amendments
These
bylaws, may be adopted, amended or repealed, and new bylaws made, by the Board of Directors of the Corporation, but the stockholders
of the Corporation may make additional bylaws and may alter and repeal any bylaws, whether adopted by them or otherwise, by affirmative
vote of the holders of two-thirds of the outstanding shares of stock present in person or represented by proxy and entitled to vote.
Exhibit
3.2
BYLAWS
OF
IR-MED,
INC.
(effective
as of December 24, 2020)
As
amended as of August 13, 2023
ARTICLE
I
Meetings
of Stockholders and Stockholder Matters
SECTION
1. Annual Meeting. An annual meeting of the stockholders of IR-Med, Inc., a Nevada corporation (hereinafter, the “Corporation”)
for the election of directors to succeed only those whose terms expire in such year (the “Applicable Class”) and for the
transaction of such other proper business as my properly come before the meeting shall be held at such time, date and place, either within
or without the State of Nevada, as shall be designated by resolution of the Board of Directors. The
Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but instead shall be held
solely by means of remote communication as provided under the Nevada Revised Statutes (as amended from time to time, the “NRS”).
SECTION
2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board of Directors acting
pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth
in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. No other
person(s) may call a meeting of the stockholders. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but instead shall be held solely by means of remote communication as provided
under the NRS.
SECTION
3. Notice of Meetings. Written notice of each meeting of the stockholders, which shall state the time, date and place of the meeting
and in the case of a special meeting, the purpose or purposes for which it is called, shall, unless otherwise provided by applicable
law, the Articles of Incorporation or these bylaws, be given not less than ten (10) nor more than sixty (60) days before the date of
such meeting to each stockholder entitled to vote at such meeting, and, if mailed, it shall be deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Whenever notice
is required to be given, a written waiver thereof signed by the person entitled thereto, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION
4. Adjournments. Any meeting of the stockholders may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment
is taken. At any such adjourned meeting at which a quorum may be present, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.
SECTION
5. Quorum. Except as otherwise provided by Nevada law, the Articles of Incorporation or these bylaws, at any meeting of the stockholders
the holders of a majority of the shares of stock, issued and outstanding and entitled to vote, shall be present in person or represented
by proxy in order to constitute a quorum for the transaction of any business. In the absence of a quorum, the holders of a majority of
the shares present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time in the manner described
in Section 4 of this Article I.
SECTION
6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his or her absence or inability to act,
the Chief Executive Officer or, in his or her absence, the President or, in his absence or inability to act, a Vice President or, in
the absence or inability to act of such persons, any person designated by the Board of Directors, shall act as chairman of the meeting.
The Secretary or, in his or her absence or inability to act, any person appointed by the chairman of the meeting shall act as secretary
of the meeting and keep the minutes thereof. The chairman of any meeting of the stockholders shall
determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct
of discussion as he or she deems to be appropriate. The chairman of any meeting of the stockholders shall have the power to adjourn the
meeting to another place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at the meeting shall be announced at the meeting.
SECTION
7. Notice of Stockholder Business and Nominations.
| |
A. |
Annual
Meetings of Stockholders. |
Nominations
of persons for election to the Applicable Class of Board of Directors and the proposal of business to be considered by the stockholders
may be made at an annual meeting of the stockholders (a) pursuant to the Corporation’s notice of meeting or proxy materials with
respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice thereof who is entitled to vote at the meeting, who has held continuously at least
five percent (5%) or more of the outstanding shares
of the Corporation’s common stock for at least one year prior to the date the Corporation receives the written notice and
who complies with the notice procedures set forth in this paragraph C of Section 7.
| |
B. |
Special
Meetings of Stockholders. |
Only
such business, as was presented before the meeting in accordance to Section 2 above, shall be conducted at a special meeting of stockholders.
The notice of such special meeting shall include the purpose for which the meeting is called. Nominations of candidates for election
to the Applicable Class of Board of Directors may be made at a special meeting of the stockholders. Directors may be elected only by
or at the direction of the Board of Directors.
| |
C. |
Certain
Matters Pertaining to Stockholder Business and Nominations. |
(1)
For nominations or other business to be properly brought by a stockholder before an annual meeting pursuant to clause (c) of paragraph
A of this Section 7 or a special meeting pursuant to paragraph B of this Section 7, (1) the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation, (2.) such other business must otherwise be a proper matter for stockholder action
under the NRS, (3.) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided
the Corporation with a Solicitation Notice, as that term is defined in this paragraph C, such stockholder or beneficial owner must, in
the case of a proposal, have delivered a proxy statement and form of proxy to holders of a sufficient percentage of the Corporation’s
voting shares required by law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement
and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial
holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have
included in such materials the Solicitation Notice, and (4.) if no Solicitation Notice relating thereto has been timely provided pursuant
to paragraph C of this Section 6, the stockholder or beneficial owner proposing such business or nomination must not have solicited a
number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section.
To
be timely, a stockholder’s notice pertaining to an annual meeting shall be delivered to the Secretary at the principal executive
office of the Corporation not less than ninety (90) or more than one-hundred and twenty (120) days prior to the first anniversary (the
“Anniversary”) of the date of the preceding year’s annual meeting; provided, however, that in
the event that the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after the Anniversary,
to be timely, notice by the stockholder must be so delivered not earlier than the close of business (at the principal executive office
of the Corporation) on the one-hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business
on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the close of business on the tenth (10th) day following
the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice for
an annual meeting or a special meeting shall set forth:
(a)
as to each person whom the stockholder proposes to nominate for election or reelection as a director of the Corporation in accordance
with the terms of these Bylaws:
(i)
all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director,
if elected);
(ii)
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during
the past three (3) years, and any other material relationships, between or among such stockholder, the beneficial owner, if any, on whose
behalf any such proposal or nomination is being made, and their respective affiliates and associates, on the one hand, and each proposed
nominee, and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that
would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, if
such stockholder, such beneficial owner, or any affiliate or associate thereof, were the “registrant” for purposes of such
rule and the nominee were a director or executive officer of such registrant;
(iii)
to the extent known by the stockholder, the name and address of any other securityholder of the Corporation who owns, beneficially or
of record, any securities of the Corporation and who supports any nominee proposed by such stockholder; and
(iv)
the questionnaire and the representation and agreement, completed and signed by such person, as required by paragraph D of this Section
7;
(b)
as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be
brought before the meeting, including the text of any resolutions proposed for consideration, the reasons for conducting such business
at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made, and to the extent known by the stockholder, the name and address of any othesecurityholder of the Corporation who owns, beneficially
or of record, any securities of the Corporation and who supports any matter such stockholder intends to propose; and
(c)
as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(i)
the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner;
(ii)
(A) the class or series and number of shares of the Corporation’s capital stock which are, directly or indirectly, owned beneficially
and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right,
or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series
of the shares of the Corporation’s capital stock or with a value derived in whole or in part from the value of any class or series
of the shares of the Corporation’s capital stock, whether or not such instrument or right shall be subject to settlement in the
underlying class or series of the shares of capital stock of the Corporation (a “Derivative Instrument”) directly or indirectly
owned beneficially by such stockholder and such beneficial owner as well as any other direct or indirect opportunity for such stockholder
and such beneficial owner to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation,
(C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares
of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws, a person
shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject
security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or
separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments
held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner (i) is a general partner
or, (ii) directly or indirectly, beneficially owns an interest in such general partner, and (G) any performance-related fees (other than
an asset-based fee) that such stockholder or beneficial owner is entitled to on any increase or decrease in the value of shares of the
Corporation or Derivative Instruments as of the date of such notice, including, without limitation, any such interests held by members
of such stockholder or beneficial owner’s immediate family sharing the same household (which information shall be supplemented
by such stockholder and beneficial owner not later than ten (10) days after the record date for the meeting to disclose such ownership
as of the record date; provided, however, that if such date is after the date of the meeting, not later than the day prior to the meeting);
(iii)
any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election
of directors in a contested election pursuant to Regulation 14A under the Exchange Act and the rules and regulations promulgated thereunder;
(iv)
a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other
person or persons (including their names) in connection with the proposal of such business by such stockholder; and
(v)
a statement of whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy, in
the case of a proposal, to holders of a sufficient percentage of the Corporation’s voting shares required by law to carry the proposal
or, in the case of a nomination or nominations, to holders of a sufficient percentage of the Corporation’s voting shares to elect
such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
(2)
In the event the Corporation calls a special meeting of the stockholders for the purpose of electing one or more directors of an Applicable
Class to the Board of Directors, any such stockholder who has held continuously at least five percent
(5%) or more of the outstanding shares of the Corporation’s common stock for at least one year prior to the date the Corporation,
may nominate a person or persons (as the case may be), for election to such directorship(s) as specified in the Corporation’s notice
of meeting, provided, however, that the stockholder’s notice required by paragraph C(1) of this Section 7 is delivered to the Secretary
at the principal executive office of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting nor later
than the close of business on the later of (i) the sixtieth (60th) day prior to such special meeting, or (ii) the tenth (10th) day following
the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.
(1)
Only such persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to serve as directors
of the Corporation and only such business brought before a meeting of the stockholders in accordance with the procedures set forth in
this Section 7 shall be conducted at such meeting. Except as otherwise provided by law, the Restated Articles of Incorporation or these
Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded.
(2)
For purposes of this Section 7, “public announcement” shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3)
Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 7 shall be deemed
to affect any rights (i) of the stockholders of the Corporation to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock then outstanding to elect directors
under specified circumstances.
(4)
In addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or reelection as a director
of the Corporation, a person must deliver, in accordance with the time periods prescribed for delivery of notice under Section 7(C) of
this Article I, to the Secretary at the principal executive office of the Corporation a completed and signed questionnaire with respect
to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is
being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in
the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement,
arrangement or understanding with, and has not given any commitment or assurance to, any other person or entity as to how such person,
if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not
been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply,
if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not
become a party to any agreement, arrangement or understanding with any other person or entity, other than the Corporation, with respect
to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation,
and (iii) in such person’s individual capacity and on behalf of any other person or entity on whose behalf the nomination is being
made, would be in compliance, if elected as a director of the Corporation, and will comply with, applicable law and all applicable publicly
disclosed corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities, trading and any other policies
and guidelines of the Corporation applicable to directors.
(5)
Notwithstanding the foregoing provisions of this Section 7, unless otherwise required by law, if a stockholder of the Corporation (or
a qualified representative of the stockholder) does not appear in person at the annual or special meeting of the stockholders of the
Corporation to make its nomination or propose any other matter, such nomination shall be disregarded and such other proposed matter shall
not be transacted, even if proxies in respect of such vote have been received by the Corporation. For purposes of this Article I, to
be considered a “qualified representative” of the stockholder, a person must be (i) a duly authorized officer, manager or
partner of such stockholder or (ii) must be authorized by a writing executed by such stockholder or an electronic transmission delivered
by such stockholder to act for such stockholder as proxy at the meeting of the stockholders, and such person must produce such writing
or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the commencement of the meeting
of the stockholders.
SECTION
8. Voting; Proxies. Unless otherwise provided by NRS or in the Articles of Incorporation, each stockholder entitled to vote at
any meeting of stockholders shall be entitled to one vote for each share of capital stock which has voting power upon the matter in question
held by such stockholder either (i) on the date fixed pursuant to the provisions of Section 9 of Article I of these bylaws as the record
date for the determination of the stockholders to be entitled to notice of or to vote at such meeting; or (ii) if no record date is fixed,
then at the close of business on the day next preceding the day on which notice is given. Each stockholder entitled to vote at any meeting
of the stockholders may authorize another person or persons to act for him by proxy. Any such proxy shall be delivered to the secretary
of such meeting at or prior to the time designated in the order of business for so delivering such proxies. At all meetings of the stockholders
for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise
required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary
to authorize any corporate action to be taken by vote of the stockholders. Unless required by NRS, or determined by the chairman of the
meeting to be advisable, the vote on any question other than the election of directors need not be by written ballot. On a vote by written
ballot, each written ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and shall state the number
of shares voted.
SECTION
9. Fixing of Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date
shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business
on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.
SECTION
10. Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date
shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION
11. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected
by any stockholder of the Corporation who is present.
SECTION
12. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at
such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the
chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of
any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate
for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.
SECTION
13. Action Without Meeting. Any action required by statute to be taken at a meeting of the shareholders, or any action which may
be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by stockholders representing a majority of shares entitled to vote with respect to the subject matter thereof and such
consent shall have the same force and effect as a unanimous vote of the stockholders. The consent may be in more than one counterpart
so long as each stockholder signs one of the counterparts. The signed consent, or a signed copy shall be placed in the minute book.
SECTION
14. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 11 of this Article I, the books of the Corporation, or to vote in person or by proxy at
any meeting of the stockholders.
ARTICLE
II
Board
of Directors
SECTION
1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.
The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not,
by NRS or the Articles of Incorporation, directed or required to be exercised or done by the stockholders.
SECTION
2. Number, Qualification. The number of directors of the Corporation shall be fixed solely and exclusively from time to time by
affirmative vote of a majority of the directors then in office. Initially, the number of directors shall be fixed at seven (7) directors
and any increase to the number of directors shall be subject to Section 4 of this Article II.
The
Board of Directors of the Corporation shall be divided into three classes, with the term of office of the first class to expire at the
first annual meeting of the stockholders following the initial classification of directors and until their successors are duly elected
and qualified, the term of office of the second class to expire at the second annual meeting of the stockholders following the initial
classification of directors and until their successors are duly elected and qualified, and the term of office of the third class to expire
at the third annual meeting of the stockholders following the initial classification of directors and until their successors are duly
elected and qualified. At each annual meeting of the stockholders, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting of the stockholders after their election and until their
successors are duly elected and qualified, and if authorized by a resolution of the Board of Directors, directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy was created.
The
Chairman of the Board of Directors and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by
and from the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors at which he or she is present and
shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to time be determined by the Board
of Directors.
SECTION
3. Newly Created Directorships and Vacancies. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation
relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation
to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall
be filled by the affirmative vote of a majority of the remaining directors then in office. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term and until such director’s successor shall have been duly
elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any director
then in office.
SECTION
4. Removal and Resignation. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any director, or the entire Board of Directors, may be removed from office at any time only for
cause and only by the affirmative vote of the holders of at least eighty percent (7080%) of the voting power of all
of the then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a
single class.
SECTION
5. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada
and at such times as the Board of Directors may from time to time determine. Notice of regular meetings of the Board of Directors need
not be given except as otherwise required by the NRS or these bylaws.
SECTION
6. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of
Nevada whenever called by the Chairman of the Board of Directors, the President or by a majority of the entire Board of Directors.
SECTION
7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice
shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time
and place of the meeting. Except as otherwise required by Nevada law or these bylaws, such notice need not state the purpose(s) of such
meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to such director at such director’s
residence or usual place of business, by registered mail, return receipt requested delivered at least two (2) days before the day on
which such meeting is to be held, or shall be sent addressed to such director at such place by electronic mail, telegraph, telex, cable
or wireless, or be delivered to such director personally, by facsimile or by telephone, at least 24 hours before the time at which such
meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need not be given to any director who shall, either before
or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to him.
SECTION
8. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the Board of Directors shall be present in person
or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear
each other at the same time at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business
at such meeting; and, except as otherwise required by NRS, the Articles of Incorporation or these bylaws, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum
at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment
and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have no power as such.
SECTION
9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors.
SECTION
10. Telephonic Participation. Members of the Board of Directors may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation in such a meeting shall constitute presence in person at such meeting.
SECTION
11. Conduct of Meetings. At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board of Directors may from time to time determine and publicized among all directors, and all matters
shall be determined by the vote of a majority of the directors present, except as otherwise provided herein, under the Restated Articles
of Incorporation or required by law.
SECTION
12. Compensation. The Board of Directors or any designated committee shall have authority to fix the compensation, including fees
and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided that directors who are serving
the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation
for their services as directors of the Corporation.
SECTION
13. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or
more committees, including, without limitation, a an Audit Committee, Compensation Committee and a Corporate Governance and Nominating
Committee, and may delegate thereto some or all of its powers except those which by law, by the Articles of Incorporation or by these
bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct
of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these bylaws for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to
which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to
the Board of Directors.
SECTION
14. Limitations on Decision Making. The following decisions shall be subject to approval of seventy percent (70%) of the Board of Directors:
| |
(i) |
Carrying
on any business by the corporation other than the existing business or any material change of the corporation’s business; |
| |
(ii) |
Raising
capital through the sale of the corporation’s equity or equity linked securities at
an effective per share price that is less than the per share price of the most recent round
of financing; |
| |
(iii) |
Any
change to the number of directors; and |
| |
(iv) |
The
entering into by Corporation of an amalgamation, merger or consolidation with any other person. |
ARTICLE
III
Officers
SECTION
1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board,
a Chief Executive Officer, a President, Chief Financial Officer, Chief Technology Officer, one or more Vice Presidents, a Secretary,
a Treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number
of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period
that it may deem advisable unless otherwise required by Nevada law.
SECTION
2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The Chief Executive Officer shall
appoint persons to other officers as he or she deems desirable and such appointments, if any, shall serve at the pleasure of the Board
of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation
or removal as hereinafter provided.
SECTION
3. Resignations. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION
4. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the Board of
Directors at any meeting of the Board of Directors or, except in the case of an officer or agent elected or appointed by the Board of
Directors, by the Chief Executive Officer, but any such removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION
5. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled
for the unexpired portion of the term of the office which shall be vacant by the Board of Directors at any special or regular meeting.
SECTION
6. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent
or employee to give security for the faithful performance of his or her duties.
SECTION
7. The Chairman of the Board. The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of
the Board of Directors. Such person shall perform all duties incident to the office of Chairman of the Board and such other duties as
may from time to time be assigned to such person by the Board of Directors.
SECTION
8. The Chief Executive Officer. The Chief Executive Officer shall have the general and active supervision and direction over the
business operations and affairs of the Corporation and over the other officers, agents and employees and shall see that their duties
are properly performed. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the Chief Executive
Officer shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all
the restrictions upon the Chairman of the Board. Such person shall perform all duties incident to the office of Chief Executive Officer
and such other duties as may from time to time be assigned to such person by the Board of Directors.
SECTION
9. The President. The President shall have general and active supervision and direction over the business operations and affairs
of the Corporation and over its several officers, agents and employees, subject, however, to the direction of the Chief Executive Officer
and the control of the Board of Directors. In general, the President shall have such other powers and shall perform such other duties
as usually pertain to the office of President or as from time to time may be assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION
10. Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to
him by the Board of Directors or the Chief Executive Officer.
SECTION
11. The Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible for, all the funds and securities of
the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all
monies and other valuables to be deposited to the credit of the Corporation in such depositories as may be designated by the Board; (d)
receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation
and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general,
have all the powers and perform all the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION
12. The Secretary. The Secretary shall (a) record the proceedings of the meetings of the stockholders and directors in a minute
book to be kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required
by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, have
all the powers and perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned
to him by the Board of Directors or the Chief Executive Officer.
SECTION
13. Officers’ Bonds or Other Security. The Board of Directors may secure the fidelity of any or all of its officers or agents
by bond or otherwise, in such amount and with such surety or sureties as the Board of Directors may require.
SECTION
14. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from
time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the Chief Executive
Officer or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President,
as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that such
person is also a director of the Corporation.
ARTICLE
IV
Shares
of Stock
SECTION
1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name
of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any of or all the
signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar
at the date of issue.
SECTION
2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or
without the State of Nevada, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate
books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.
SECTION
3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only
upon authorization by the registered holder thereof, or by his attorney hereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by
Nevada law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on
the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls
and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares
shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such
fact shall be stated in the entry of the transfer.
SECTION
4. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these bylaws, as
it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.
SECTION
5. Lost, Stolen or Destroyed Stock Certificates. The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a
new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative,
to give the Corporation a bond sufficient, as the Board in its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. Anything herein to the contrary notwithstanding, the Board of Directors, in its absolute discretion, may refuse
to issue any such new certificate, except pursuant to judicial proceedings under the laws of the State of Nevada.
ARTICLE
V
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
| |
SECTION
1. |
Right
to Indemnification. |
Each
person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as
a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer,
or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such action, suit or proceeding is alleged action
in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall
be indemnified and held harmless by the Corporation to the fullest extent permitted by law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered
by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article V with respect to
proceedings to enforce rights to indemnification or an advancement of expenses or as otherwise required by law, the Corporation shall
not be required to indemnify or advance expenses to any such Indemnitee in connection with an action, suit or proceeding (or part thereof)
initiated by such Indemnitee unless such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
| |
SECTION
2. |
Right
to Advancement of Expenses. |
In
addition to the right to indemnification conferred in Section 1 of this Article V, an Indemnitee shall also have the right to be paid
by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the NRS then requires, an advancement of expenses incurred by an Indemnitee in his capacity as a director
or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service
to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right
to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2.
| |
SECTION
3. |
Right
of Indemnitees to Bring Suit. |
If
a claim under Section 1 or 2 of this Article V is not paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall
be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such
suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard for indemnification
set forth in the NRS. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable
standard for indemnification set forth in the NRS. Neither the failure of the Corporation (including its directors who are not parties
to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the NRS, nor an actual determination by the Corporation (including its directors who are
not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not
met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement
of expenses, under this Article V or otherwise shall be on the Corporation.
| |
SECTION
4. |
Non-Exclusivity
of Rights. |
The
rights to indemnification and to the advancement of expenses conferred in this Article V shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Restated Certificate of Incorporation as amended from time to time, these
Bylaws, any agreement, any vote of stockholders or directors as permitted by the NRS or otherwise.
The
Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of (i) the Corporation
or (ii) another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against such expense, liability or loss under the NRS.
| |
SECTION
6. |
Indemnity
Agreements. |
The
Corporation may enter into indemnity agreements from time to time (i) with the persons who are members of its Board of Directors, (ii)
with such officers, employees and agents of the Corporation and (iii) with such officers, directors, employees and agents of subsidiaries
or affiliates of the Corporation. Such indemnity agreements may provide in substance that the Corporation will indemnify such persons
to the full extent as contemplated by this Article V or permitted by law and the Restated Articles of Incorporation, and may include
any other substantive or procedural provisions regarding indemnification as are not inconsistent with the laws of the State of Nevada.
The provisions of such indemnity agreements shall prevail to the extent that they limit or condition or differ from the provisions of
this Article V.
| |
SECTION
7. |
Indemnification
of Employees and Agents of the Corporation. |
The
Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
| |
SECTION
8. |
Nature
of Rights. |
The
rights conferred upon Indemnitees in this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee, agent or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors
and administrators. Any amendment, alteration or repeal of this Article V that adversely affects any right of an Indemnitee or its successors
shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any action, suit or proceeding involving
any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
If
any word, clause, provision or provisions of this Article V shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Article V (including, without limitation, each portion
of any section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to
be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Article V (including, without limitation, each such portion of any section of this Article V containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
ARTICLE
VI
General
Provisions
SECTION
1. Registered Office. The registered office and registered agent of the Corporation will be as specified in the Articles of Incorporation
of the Corporation.
SECTION
2. Other Offices. The Corporation may also have such offices, both within or without the State of Nevada, as the Board of Directors
may from time to time determine or the business of the Corporation may require.
SECTION
3. Fiscal Year. The fiscal year of the Corporation shall be so determined by the Board of Directors.
SECTION
4. Voting Securities Owned by Corporation. Voting securities in any other corporation held by the Corporation shall be voted by
the Chief Executive Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority
may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have
the power to appoint proxies, with general power of substitution.
SECTION
5. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s
stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose
shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such
other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed
to the Corporation at its registered office in the State of Nevada or at its principal place of business.
SECTION
6. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive
effect in limiting or otherwise construing any provision herein.
SECTION
7. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the
Articles of Incorporation, the general corporation law of the State of Nevada or any other applicable law, the provision of these bylaws
shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
ARTICLE
VII
Amendments
These
bylaws, may be adopted, amended or repealed, and new bylaws made, by the Board of Directors of the Corporation, but the stockholders
of the Corporation may make additional bylaws and may alter and repeal any bylaws, whether adopted by them or otherwise, by affirmative
vote of the holders of two-thirds of the outstanding shares of stock present in person or represented by proxy and entitled to vote.
Exhibit 4.1
FORM
OF WARRANT
THESE
WARRANTS ARE NOT TRANSFERABLE
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.
IR-MED,
INC.
(A
Nevada Corporation)
NON-TRANSFERABLE
WARRANT
CERTIFICATE
| CERTIFICATE
NO. ____(2023) _________ |
|
|
| |
|
|
| NUMBER
OF WARRANTS: 1,000,000 |
|
RIGHT
TO PURCHASE 1,000,000 Shares |
THESE
NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
EASTERN TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND
CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE.
NON-TRANSFERABLE
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF IR-MED, INC.
THE
WARRANTS ARE REPRESENTED BY THIS CERTIFICATE.
This
is to certify that, for value received, _________________ (the “Holder”) has the right to purchase, upon and
subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from
_______, 2023 to 5:00 p.m. (Eastern Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid
and non-assessable shares of common stock, par value $0.001 per share (the “Shares”) of IR-Med, Inc. (the “Company”)
set out above, by surrendering to the Company this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”,
duly completed and executed, and wire transfer in lawful money of the United States of America in an amount equal to the purchase price
per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable
Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.40 per Share (subject to adjustment as described
in the Terms and Conditions).
These
Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance
with the Terms and Conditions.
Nothing
contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase
any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void
and of no value.
IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed.
DATED
as of the ________day of _______, 2022.
IR-MED,
INC.
| Per: |
|
|
| Name: |
Oded Bashan |
|
| Title: |
Interim Chief Executive Officer |
|
PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO NON-U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:
“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
1933 ACT.”
PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.
APPENDIX
“A”
TERMS
AND CONDITIONS dated as of _____, 2023 (the “Terms and Conditions”), attached to the Non-Transferable Share Purchase
Warrants issued by IR-Med, Inc.
1.
Definitions
In
these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:
(a)
“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Nevada
are authorized or obligated by law or executive order to close.
(b)
“Company” means IR-Med, Inc., a Nevada corporation. If a successor corporation will have become such as a result of consolidation,
amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially
all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean
such successor corporation;
(c)
“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;
(d)
“Exercise Price” means US $1.40 per Share, subject to adjustment as provided in the Terms and Conditions;
(e)
“Expiry Date” means the third anniversary from the date of the issuance of this Warrant to the Holder;
(f)
“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or
modified from time to time; and the expression “Section” followed by a number refer to the specified Section of these Terms
and Conditions;
(g)
“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons
have a similar meaning;
(h)
“Holder” or “Holders” means the holder of the Warrants and its heirs, executors, administrators, successors,
legal representatives and assigns;
(i)
“Shares” means the shares of common stock in the capital of the Company as constituted at the date hereof and any shares
resulting from any subdivision or consolidation of such shares, issued upon exercise of the Warrants;
(j)
“Trading Day” means any day on which the Common Stock is traded on the
(k)
“Principal Trading Market” the principal trading market or securities market on which the Common Stock is then quoted or
traded .
(k)
“Warrants” means the Non-Transferable Share Purchase Warrants of the Company issued and presently authorized and for the
time being outstanding; and
(l)
“1933 Act” means the United States Securities Act of 1933.
2.
Interpretation
The
division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular number include the plural and vice versa and words importing
the masculine gender include the feminine and neuter genders.
3.
Applicable Law
The
rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the State of Nevada.
4.
Additional Issuances of Securities
The
Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital stock.
5.
Replacement of Lost Warrants
In
case this Warrant Certificate shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver
a new Warrant Certificate of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and
upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant
Certificate and the substituted Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance with its
terms with all other Warrants issued or to be issued by the Company.
The
applicant for the issue of a new Warrant Certificate pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction
or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed
or stolen as shall be satisfactory to the Company and its transfer agent in accordance with its usual policies and procedures and such
applicant may also be required to furnish indemnity in the amount and form satisfactory to the Company and its transfer agent in accordance
with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.
6.
Warrant Holder Not a Shareholder
The
holding of a Warrant Certificate will not constitute the Holder as a shareholder of the Company, nor entitle the Holder to any right
or interest in respect thereof except as is expressly provided in the Warrant Certificate or these Terms and Conditions.
7.
Warrants Not Transferable
The
Warrants and all rights attached thereto are not transferable.
8.
Notice to Holders
Any
notice required or permitted to be given to the Holder will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will
be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time of mailing
or between the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually delivered.
9.
Notice to the Company
Any
notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below
or such other address as the Company may specify by notice in writing to the Holder, and any such notice will be deemed to have been
given and received by the Company to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile
or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between
the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting postal service,
then the notice will not be effectively given until actually delivered:
IR-Med,
Inc.
ZHR
Industrial Zone
Rosh
Pina, Israel
Attention:
CFO
10.
Method of Exercise of Warrants
The
right to purchase Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering it to the Company,
with a duly completed and executed subscription in the form attached as Appendix “B” and cash, bank draft, certified cheque
or money order payable to or to the order of the Company for the Aggregate Purchase Price subscribed for in lawful money of the United
States of America.
11.
Mandatory Exercise of Warrants
If
at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Principal Trading Market (or
national stock exchange or market on which the Common Stock is then listed or quoted) equals or exceeds $2.50 per share (which amount
may be adjusted for certain capital events, such as stock splits, as described herein) and the corresponding average daily trading volume
measured in shares of the Company’s Common Stock during such period shall equal or exceed 75,000 shares, in each case for the forty
(40) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to
require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory
Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common
Stock in accordance with Section 10 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory
Exercise”). The Company may exercise its right to require exercise under this Section 11 by delivering within not more than
five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the
Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory
Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the
Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise
Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected
to be subject to such Mandatory Exercise from the Holder (the “Mandatory Exercise Amount”) pursuant to this Section
11.
12.
Effect of Exercise of Warrants
Upon
surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have been issued and such Holder shall be deemed
to have become the holder (or holders) of record of such Shares on the date of such surrender and payment and such Shares shall be issued
at the Exercise Price in effect on the date of such surrender and payment.
Within
ten Business Days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons
in whose name or names the Shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his
or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of Shares not
exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.
13.
Subscription for Less than Entitlement
The
Holder of any Warrant may subscribe for and purchase a number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares less than the number which can be purchase pursuant to
a Warrant, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of the balance of the
Shares which he was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not then purchased.
14.
Warrants for Fractions of Shares
To
the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate
entitle the Holder to receive a whole number of such Shares.
15.
Expiration of Warrants
After
the expiration of the Expiry Period, all rights thereunder shall wholly cease and terminate and such Warrants shall be void and of no
further force and effect.
16.
Adjustment of Exercise Price
The
Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following: (a) If and whenever the Shares at any time outstanding shall be subdivided into a greater or consolidated
into a lesser number of Shares, the Exercise Price shall be decreased or increased proportionately, as the case may be, and upon any
such subdivision or consolidation, the number of Shares deliverable upon the exercise of the Warrants shall be increased or decreased
proportionately, as the case may be; (b) In case of any capital reorganization or of any reclassification of the capital of the Company
or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of
the Company as or substantially as an entirety or of any other company, each Warrant shall, after such capital reorganization, reclassification
of capital, consolidation, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property
of the Company or of the company resulting from such capital reorganization, reclassification, consolidation, merger, amalgamation or
to which such sale shall be made, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on
such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate
adjustments shall be made in the application of the provisions set forth in Sections 13 to 20 hereof with respect to the rights and interest
thereafter of the Holders of the Warrants to the end that the provisions set forth in Sections 13 to 20 hereof shall thereafter correspondingly
be made applicable as nearly as may reasonable be expected in relation to any shares or other securities or property thereafter deliverable
on the exercise of the Warrants. The subdivision or consolidation of the Shares at any time outstanding into a greater or lesser number
of Shares (whether with or without par value) shall not be deemed to be a capital reorganization or a reclassification of the capital
of the Company for the purposes of this Section 16(b).
The
adjustments provided for in this Section 16 pursuant to any Warrants are cumulative .and will become effective immediately after the
record date for, or, if no record date is fixed, the effective date, of the event which results in such adjustments.
17.
Determination of Adjustments
If
any questions shall at any time arise with respect to the Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time, or, if they decline to so act, any other firm of
chartered accountants that the Company may designate and who shall have access to all appropriate records and such determination shall
be binding upon the Company and the Holders.
18.
Covenants of the Company
The
Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Shares to satisfy the rights
of purchase provided for in the Warrants should the Holders of all the Warrants from time to time outstanding determine to exercise such
rights in respect of all Shares which they are or may be entitled to purchase pursuant thereto.
19.
Immunity of Shareholders, etc.
The
Holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of the Company for the issue of Shares pursuant to any Warrant
or on any covenant, agreement, representation or warranty by the Company herein contained.
20.
Modification of Terms and Conditions for Certain Purposes
From
time to time the Company may, subject to the provisions of these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following purposes: (a) making such provisions not inconsistent herewith
as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or
quotation of the Warrants on any stock exchange or quotation system; (b) adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification
in the form of the Warrants which does not affect the substance thereof;
(c)
for any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective
provisions, errors or omissions herein; and
(d)
to evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the
Warrants contained as provided herein.
21.
United States Restrictions
These
Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended
or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1933 Act)
unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state
securities laws or unless an exemption from such registration is available.
DATED
as of the date first above written in these Terms and Conditions.
IR-MED,
INC.
| Per: |
|
|
| Name:
|
Oded
Bashan |
|
| Title: |
Interim
Chief Executive Officer |
|
APPENDIX
“B”
SUBSCRIPTION
FORM
(ONE
NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)
TO:
IR-MED, INC.
The
undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________of shares of common
stock of IR-Med, Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith
makes payment of the purchase price in full for the said number of shares at the price of U.S. $1.40 per share if exercised on or before
5:00 p.m. (Eastern Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). The subscription amount has been wired to the Company
TERMS
AND CONDITIONS
The
Warrants are issued subject to the Terms and Conditions, which are attached to the Warrant Certificate delivered to the Holder.
Exhibit
10.2
SUBSCRIPTION
AGREEMENT
This
Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page
hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”)
by IR-Med, Inc, Inc., a Nevada corporation (the “Company”).
R
E C I T A L S
A.
The Company is offering to qualified accredited investors units of its securities (the “Offering”) where each
unit is comprised of (each, a “Unit” and, collectively, the “Units”) (i) one (1) shares of the
Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant to purchase an
additional share of the Company’s Common Stock, exercisable for a three year period at a per share exercise price of $1.40, subject
to adjustment, and substantially in the form of warrant attached hereto as Appendix A (the “Warrant”),
at a per Unit purchase price of $1.00 (the “Purchase Price”).
B.
The proceeds of the Offering will be used by the Company for, among other, the working capital purposes of its wholly-owned subsidiary,
IR-Med Ltd., a company formed under the laws of the State of Israel (“IR-Med”).
C.
The Securities (as defined below) subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”). The Offering is being made on a reasonable best efforts basis to “accredited
investors,” as defined in Regulation D under the Securities Act in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
AGREEMENT
The
Company and the Purchaser hereby agree as follows:
1.
Subscription.
1.1
Purchase and Sale of the Securities.
(a)
Subject to the terms and conditions of this Agreement, the undersigned Purchaser agrees to purchase, and the Company agrees to sell and
issue to such Purchaser, that number of Units set forth on such Purchaser’s Signature Page attached hereto at the Purchase Price,
for a total aggregate Purchase Price as set forth on such Omnibus Signature Page.
(b)
This Agreement is one of a series of subscription agreements issued (and to be issued) by the Company to purchasers of Units in connection
with the Offering with the same terms and conditions set forth in this Agreement (each, a “Subscription Agreement”,
and collectively, the “Subscription Agreements”).
1.2
Subscription Procedure; Closing.
(a)
Closing. Subject to the terms and conditions of this Agreement, the closing of the Units shall take place remotely via the exchange
of documents and signatures or at such other time and place as fixed by the Company (as defined in Section 2) (the “Closing”).
(b)
Subscription Procedure. To complete a subscription for the Units, the Purchaser must fully comply with the subscription procedure
provided in paragraphs a. through c. of this Section on or before the applicable Closing:
(i)
Subscription Documents. At or before the Closing, the Purchaser shall review, complete and execute the Signature Page to this
Agreement, Investor Profile, Anti-Money Laundering Form and Investor Certification, attached hereto following the Omnibus Signature Page
(collectively, the “Subscription Documents”), if applicable, additional forms and questionnaires distributed
to the Purchaser and deliver the Subscription Documents and such additional forms and questionnaires to the party indicated thereon at
the address set forth on the signature page below. Executed documents may be delivered to such party by facsimile or .pdf sent by electronic
mail (e-mail).
(ii)
Purchase Price. Simultaneously with the delivery of the Subscription Documents as provided herein, the Purchaser shall remit to
the Company the full Purchase Price by wire transfer of immediately available funds. The details of the Company’s bank account
to which the Purchase Price is to be remitted are set forth on Appendix B.
(iii)
Company Discretion. The Purchaser understands and agrees that the Company in its sole discretion reserves the right to accept
or reject this or any other subscription for Units. The Company shall have no obligation hereunder until the Company shall execute and
deliver to the Purchaser an executed copy of this Agreement.
2.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the Closing,
the following:
a.
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws
of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company
and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the assets, business, financial condition, results of operations
or future prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
b.
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement (the “Transaction Documents”) and to issue the
Units and the underlying shares of Common Stock comprising the Unit and the shares of Common Stock issuable upon exercise of the Warrant
(collectively, the “Securities”), in accordance with the terms hereof and thereof; (ii) the execution and delivery
by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including,
without limitation, the issuance of the Securities, have been, or will be at the time of execution of such Transaction Document by the
Company, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time
of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders; (iii) each of the Transaction
Documents will be duly executed and delivered by the Company; and (iv) the Transaction Documents when executed will constitute the valid
and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies and, with respect to any rights to
indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy
underlying such laws.
c.
Issuance of Securities. The Units and the underlying Securities that are being issued to the Purchaser hereunder, when issued,
sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly issued,
fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents,
applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.
d.
No Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby including issuance and sale of the Securities in accordance with this
Agreement will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or equivalent constitutive document)
of the Company or any of its subsidiaries or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any subsidiary is a party,
except for those which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations)
applicable to the Company or any subsidiary or by which any property or asset of the Company or any subsidiary is bound or affected,
except for those which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Neither
the Company nor any subsidiary is in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws. Neither
the Company nor any subsidiary is in violation or breach of any term of or in default under any contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or any subsidiary, except
for any violations, breaches or defaults which would not reasonably be expected to have, individually or on the aggregate, a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state
securities laws, neither the Company nor any of its subsidiaries is required to obtain any consent, authorization or order of, or make
any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under or contemplated by this Agreement or the other Transaction Documents in accordance with the terms hereof or thereof. Neither the
execution and delivery by the Company of the Transaction Documents, nor the consummation by the Company of the transactions contemplated
hereby or thereby, will require any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary
is a party or by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notices, consents
or waivers the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
All consents, authorizations, orders, filings and registrations which the Company or any of its subsidiaries is required to obtain pursuant
to the preceding two sentences have been or will be obtained or effected on or prior to the Closing.
e.
Absence of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding (including any partial proceeding
such as a deposition) or investigation before or by any court, public board, governmental or administrative agency, self-regulatory organization,
arbitrator, regulatory authority, stock market, stock exchange or trading facility (an “Action”) now pending
or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective
officers or directors, (i) which, together with all other Actions, would be reasonably likely to adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the other Transaction Documents,
or (ii) which, together with all other Actions, would be reasonably likely to have a Material Adverse Effect. For the purpose of this
Agreement, the knowledge of the Company means the knowledge of the officers of the Company and IR-Med (both actual or knowledge that
they would have had upon reasonable inquiry of the personnel of IR-Med responsible for the applicable subject matter). Neither the Company
nor any of its subsidiaries is subject to any judgment, decree, or order which has had, or would reasonably be expected to have a Material
Adverse Effect.
f.
Use of Proceeds. The Company presently intends to use the net proceeds from the Offering to fund continuing design and development
of IR Med’s product line, regulatory approval process, production and marketing as well for working capital and other general corporate
purposes.
g.
All of the information concerning the Company set forth herein, and any other information furnished by the Company in writing to the
Purchaser for use in connection with the transactions contemplated by this Agreement, is true, correct and complete in all material respects
as of the date of this Agreement, and, if there should be any material change in such information prior to the Purchaser’s purchase
of the Units and Securities, the Company will promptly furnish revised or corrected information to the Purchaser.
3.
Representations, Warranties and Agreements of the Purchaser. The Purchaser, severally and not jointly with any other Purchaser,
represents and warrants to, and agrees with, the Company the following:
a.
The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective
investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase
of Securities and the tax consequences of the investment, and has the ability to bear the economic risks of the investment. The Purchaser
can afford the loss of his, her or its entire investment.
b.
The Purchaser is acquiring the Securities for investment for his, her or its own account and not with the view to, or for resale in connection
with, any distribution thereof. The Purchaser understands and acknowledges that the Offering and sale of the Securities have not been
registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions
of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment
intent as expressed herein. The Purchaser further represents that he, she or it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. The Purchaser
understands and acknowledges that the Offering of the Securities will not be registered under the Securities Act nor under the state
securities laws on the ground that the sale of the Securities to the Purchaser as provided for in this Agreement and the issuance of
securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws. The
Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the SEC under the Securities
Act, for the reason(s) specified on the Accredited Investor Certification as completed by Purchaser, and Purchaser shall
submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Purchaser resides in
the jurisdiction set forth on the Purchaser’s Omnibus Signature Page affixed hereto. The Purchaser has not taken any of the actions
set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.
c.
The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority
in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related
agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability
company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed
for the specific purpose of acquiring the Securities, such entity is duly organized, validly existing and in good standing under the
laws of the state or jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and
will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority
to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof
and to purchase and hold the Securities, the execution and delivery of this Agreement has been duly authorized by all necessary action,
this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity;
or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority
to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate,
corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and such
individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right
and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes
a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict
with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.
d.
The Purchaser understands that the Units and Securities are being offered and sold to him, her or it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to
acquire such securities. The Purchaser further acknowledges and understands that the Company is relying on the representations and warranties
made by the Purchaser hereunder and that such representations and warranties are a material inducement to the Company to sell the Securities
to the Purchaser. The Purchaser further acknowledges that without such representations and warranties of the Purchaser made hereunder,
the Company would not enter into this Agreement with the Purchaser.
e.
(a) Unless the Purchaser has completed the Accredited Investor Certification, the Purchaser is not a U.S. Purchaser, the Purchaser
is resident outside of the United States and represents;
(i)
the Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the
jurisdiction in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the offer
and sale of the Securities;
(ii)
the Purchaser is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of
the International Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the Securities under applicable
securities laws of the International Jurisdiction without the need to rely on any exemptions;
(iii)
the applicable laws and regulations of the International Jurisdiction do not and will not require the Company to make any filings or
seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer,
issue, sale or resale of any of the Securities;
(iv)
the purchase of the Securities by the Purchaser does not trigger:
A.
any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International
Jurisdiction, or
B.
any continuous disclosure reporting obligation of the Companyin the International Jurisdiction, and
(v)
the Purchaser will, if requested by the Issuer, deliver to the Company a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer,
acting reasonably;
f.
The Purchaser understands that a limited public market exists for the Company’s Common Stock and that there can be no assurance
that any substantial public market for the Common Stock will develop.
g.
The Purchaser has received, reviewed and understood the information about the Company, and has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management. The Purchaser understands that such discussions, were
intended to describe the aspects of the Company’s business and prospects and the Offering which the Company believes to be material,
but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes
no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind
with respect to any information provided by any entity other than the Company. Some of such information may include projections as to
the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and
may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that he, she or it is not relying upon
any person or entity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.
Additionally, the Purchaser understands and represents that he, she or it is purchasing the Securities notwithstanding the fact that
the Company may disclose in the future certain material information the Purchaser has not received, including (without limitation) financial
statements of the Company and/or IR-Med for the current or prior fiscal periods, and any subsequent period financial statements that
will be filed with the SEC, that he, she or it is not relying on any such information in connection with his, her or its purchase of
the Securities and that he, she or it waives any right of action with respect to the nondisclosure to him, her or it prior to his, her
or its purchase of the Securities of any such information. Each Purchaser has sought such accounting, legal and tax advice as the Purchaser
has considered necessary to make an informed investment decision with respect to his, her or its acquisition of the Securities.
h.
The Purchaser acknowledges that the Company is not acting as a financial advisor or fiduciary of the Purchaser (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment advice has been given
by the Company or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby. The Purchaser further represents to the Company that the Purchaser’s decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the Purchaser and the Purchaser’s representatives,
as well as the provisions of the Transaction Documents.
i.
As of the applicable Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary
for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Purchaser hereunder and
thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, constitute valid and
legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, subject to: (i) judicial principles
limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.
j.
Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with
it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a person
listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially
Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is
providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member
or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money
laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited
Purchaser”). The Purchaser agrees to provide the Company, promptly upon request, all information that the Company reasonably
deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations,
rules and orders. The Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its
Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with
applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Purchaser is a financial
institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot
Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably determines that the Purchaser
is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company
requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment
in accordance with applicable regulations or immediately require the Purchaser to transfer the Securities. The Purchaser further acknowledges
that neither the Purchaser nor any of the Purchaser’s Affiliates or agents will have any claim against the Company for any form
of damages as a result of any of the foregoing actions.
k.
If the Purchaser is Affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser
receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a
country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct
banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated Affiliate.
l.
The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind
conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and
from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at
times, even total losses for investors in securities of the Company.
m.
The Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the
economic risk for an indefinite period of time and has no need for liquidity of the investment in the Securities and could afford complete
loss of such investment.
n.
The Purchaser is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication,
published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar
or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in
securities generally.
o.
The Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the Securities
or made any finding or determination as to the fairness, suitability or wisdom of any investments therein.
p.
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual
or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short
Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written
or oral) from the Company or any other individual or entity representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other individuals
or entities party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing
contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. For purposes of
this Agreement, “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO
under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).
q.
The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Securities and
other activities with respect to the Securities by the Purchaser.
r.
All of the information concerning the Purchaser set forth herein, and any other information furnished by the Purchaser in writing to
the Company for use in connection with the transactions contemplated by this Agreement, is true, correct and complete in all material
respects as of the date of this Agreement, and, if there should be any material change in such information prior to the Purchaser’s
purchase of the Units and Securities, the Purchaser will promptly furnish revised or corrected information to the Company.
s.
The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Transaction Documents. With respect to such matters, such Purchaser relies solely on such advisors
and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it
(and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions
contemplated by the Transaction Documents.
t.
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction
for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other
consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Securities. The Purchaser’s subscription and payment for and continued beneficial
ownership of the Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
u.
(For ERISA plans only) The fiduciary of the Employee Retirement Income Security Act of 1974 (“ERISA”)
plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in
the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities.
The Purchaser fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any
of its Affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan
has not relied primarily on any advice or recommendation of the Company or any of its Affiliates.
v.
Neither the Purchaser nor, to the Purchaser’s knowledge, any of its directors, executive officers, other officers that may serve
as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification
Events, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities Act, and disclosed in writing
in reasonable detail to the Company.
w.
The Purchaser understands that there are substantial restrictions on the transferability of the Securities and that the certificates
representing the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such certificates or other instruments):
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS OR (3) SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
x.
If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set
forth on such Purchaser’s Omnibus Signature Page to this Agreement; if the Purchaser is a partnership, corporation, limited liability
company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address
or addresses of the Purchaser set forth on such Purchaser’s Omnibus Signature Page to this Agreement.
4.
Conditions to Closing.
(i)
The Company’s obligation to complete the sale and issuance of the Units and deliver the Securities at the Closing shall be
subject to the following conditions to the extent not waived by the Company:
a.
Receipt of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately
available funds, in the full amount of the purchase price for the number of Units being purchased by such Purchaser at such Closing.
b.
Representations and Warranties. The representations and warranties made by the Purchaser in Section 3 hereof shall be true and
correct in all respects when made, and shall be true and correct in all respects on the applicable Closing date with the same force and
effect as if they had been made on and as of said date.
c.
Performance. The Purchaser shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the applicable Closing.
d.
Receipt of Executed Documents. The Purchaser shall have executed and delivered to the Company the Signature Page, the Purchaser
Questionnaire.
e.
Qualifications. All authorizations, approvals or permits, of any governmental authority or regulatory body of the United States
or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall
be obtained and effective as of such Closing except for Blue Sky law permits and qualifications that may be properly obtained after such
Closing.
(ii)
The Purchaser’s obligation to complete the purchase of the Units and remit the purchase price shall be subject to the following
conditions to the extent not waived by the Purchaser:
a.
Representations and Warranties. The representations and warranties made by the Company in Section 2 hereof shall be true and correct
in all respects when made, and shall be true and correct in all respects on the applicable Closing date with the same force and effect
as if they had been made on and as of said date.
b.
Performance. The Company shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the applicable Closing.
c.
Receipt of Executed Documents. The Company shall have executed and delivered to the Purchaser the Signature Page and the Warrant
instrument.
d.
Qualifications. All authorizations, approvals or permits, of any governmental authority or regulatory body of the United States
or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall
be obtained and effective as of such Closing except for Blue Sky law permits and qualifications that may be properly obtained after such
Closing.
5.
Registration. Within 60 days after the closing of the Offering, the Company shall
file registration statement on Form S-1 under the Securities Act covering the resale by the Purchaser of all Registrable Securities held
by the Purchaser.
“Registrable
Securities” shall mean (i) the Common Stock in the Units purchased by the Purchaser hereunder and (ii) the shares of Common Stock
issuable upon exercise of the Warrants included in the purchased Units.
The
registration expenses (other than underwriting discounts and commissions, if any) will be borne by the Company.
6.
Indemnification. The Purchaser will indemnify and hold harmless the Company and, where applicable, its directors, officers,
employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation
or warranty of the Purchaser contained in this Agreement or the Questionnaire being untrue in any material respect, or any breach or
failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith; provided,
that the Purchaser’s maximum liability to the Company, its affiliates and the other individuals and entities referenced herein
shall be twice the Purchase Price, except to the extent that such liability results from a breach by the Purchaser of its representations
in Section 3(b) and/or the Accredited Investor Certification.
7.
Non-Revocability; Binding Effect. The subscription hereunder may not be revoked prior to the Closing thereon. The Purchaser
hereby acknowledges and agrees that this Agreement shall survive the death or disability of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations,
warranties and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs,
executors, administrators, successors, legal representatives and permitted assigns. For the purposes of this Agreement, “Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.
8.
Miscellaneous.
a.
Modification. This Agreement shall not be amended, modified or waived except by an instrument in writing signed by the
Company and the Purchaser.
b.
No Third-Party Beneficiary. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
c.
Notices. Any notice, consents, waivers or other communication required or permitted to be given hereunder shall be in writing
and will be deemed to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when sent by certified mail,
return receipt requested, postage prepaid; (iii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party; (iv) when sent, if by e- mail, (provided that such sent e-mail is
kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated
message from the recipient’s e- mail server that such e-mail could not be delivered to such recipient); or (v) one (1) Business
Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to
receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:
(a)
if to the Company, at
c/o
The Crone Law Group PC
745
Fifth Avenue
New
York, NY 10151
Attention:
Sharon Levkoviz
Email:
Sharon Levkoviz (Sharon@ir-medical.com)
with
copies (which shall not constitute notice) to:
The
Crone Law Group PC
745
Fifth Avenue
New
York, NY 10151
Attention:
David Aboudi
E-mail:
daboudi@cronelawgroup.com
(b)
if to the Purchaser, at the address set forth on the Signature Page hereof
(or,
in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section).
Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice
changing a party’s address which shall be deemed given at the time of receipt thereof.
d.
Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by
the Purchaser, and the transfer or assignment of the Shares shall be made only in accordance with all applicable laws.
e.
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without reference to the principles thereof relating to the conflict of laws. The parties hereby submit to the exclusive jurisdiction
of the appropriate federal or state court sitting in New York County.
f.
RESERVED
g.
This Agreement, all exhibits, schedules and attachments hereto and thereto and any confidentiality agreement between the Purchaser and
the Company, constitute the entire agreement between the Purchaser and the Company with respect to the Offering and supersede all prior
oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits
of such terms or provisions.
h.
If the Securities are certificated and any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Company’s
transfer agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of
that fact and an agreement to indemnify and hold harmless the Company and the Company’s transfer agent for any losses in connection
therewith or, if required by the transfer agent, a bond in such form and amount as is required by the transfer agent. The applicants
for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance
of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation
thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.
i.
Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated
hereby are consummated.
j.
This Agreement may be executed in one or more original or facsimile or by an e-mail which contains a portable document format (.pdf)
file of an executed signature page counterparts, each of which shall be deemed an original, but all of which shall together constitute
one and the same instrument and which shall be enforceable against the parties actually executing such counterparts. The exchange of
copies of this Agreement and of signature pages by facsimile transmission or in .pdf format shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties
transmitted by facsimile or by e-mail of a document in pdf format shall be deemed to be their original signatures for all purposes.
k.
Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.
l.
The Purchaser hereby agrees to furnish the Company such other information as the Company may reasonably request prior to the applicable
Closing with respect to its subscription hereunder.
m.
The representations and warranties of the Company and each Purchaser contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement for a period of one (1) year from the date of the Initial Closing and shall in no way be affected
by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.
n.
Public Disclosure. Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee, Affiliate,
Affiliated person or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements or make any
disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue any press releases
or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s express prior
approval (which may be withheld in the Company’s sole discretion), except to the extent such disclosure is required by law, request
of the staff of the SEC or of any regulatory agency or principal trading market regulations.
o.
Independent Nature of Each Purchaser’s Obligations and Rights. For avoidance of doubt, the obligations of the Purchaser
under this Agreement are several and not joint with the obligations of any other Purchaser, and the Purchaser shall not be responsible
in any way for the performance of the obligations of any other Purchaser under any other Subscription Agreement. Nothing contained herein
and no action taken by the Purchaser shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture, or
any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated by this Agreement and any other Subscription Agreements. The Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
p.
Waiver of Conflicts. Each party to this Agreement acknowledges that Aboudi Legal Group PLLC represented the Company and
IR-Med, respectively, in the transaction contemplated by this Agreement and has not represented any individual Purchaser in connection
with such transaction. Further, each party to this Agreement hereby acknowledges that Aboudi Legal Group PLLC anticipates that it will
continue to advise the Company following the closing of the Offering.
[Signature
page follows.]
IN
WITNESS WHEREOF, the Purchaser hereby irrevocably subscribes for and agrees to purchase from Securities in the amount set forth below
as of the day of _________, 2023.
| 1,000,000 |
X |
$1.00 |
= |
$1,000,000 |
|
| Number
of Units |
$
per Unit |
Purchase
Price |
|
|
|
| PURCHASER
(individual) |
|
PURCHASER
(entity) |
| |
|
|
| Signature |
|
Name
of Entity |
| |
|
|
| |
|
By:
___________________________________________________ |
| Print
Name |
|
Signature |
| |
|
|
| |
|
Print
Name: ___________________ |
| Signature
(if Joint Tenants or Tenants in Common) |
|
Title:
_________________________ |
| |
|
|
| Address
of Principal Residence: |
|
Address
of Executive Offices: |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Social
Security Number(s): |
|
IRS
Tax Identification Number: |
| |
|
|
| Telephone
Number: |
|
Telephone
Number: |
| |
|
|
| Facsimile
Number: |
|
Facsimile
Number: |
| |
|
|
| E-mail
Address: |
|
E-mail
Address: |
| |
|
|
ACCEPTANCE
The
Company hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the ___ day of ______ 2023 (the “Closing Date”).
IR-MED,
INC.
| Per:
____________ |
|
| |
Authorized
Signatory |
|
IR-MED,
INC.
ACCREDITED
INVESTOR CERTIFICATION
For
Individual Investors Only
(all
Individual Investors must INITIAL where appropriate):
| Initial
______ |
|
I
have a net worth of at least US$1 million either individually or through aggregating my individual holdings and those in which I
have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your
net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by
your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities,
shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of
the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary
residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence
in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included
as a liability.) |
| |
|
|
| Initial
______ |
|
I
have had an annual gross income for the past two years of at least US$200,000 (or US$300,000 jointly with my spouse) and expect my
income (or joint income, as appropriate) to reach the same level in the current year. |
| |
|
|
| Initial
______ |
|
I
am a director or executive officer of IR-Med, Inc . |
| |
|
|
| |
|
For
Non-Individual Investors (Entities) |
| |
|
(all
Non-Individual Investors must INITIAL where appropriate): |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons
who meet at least one of the criteria for Individual Investors set forth above (in which case each such person must complete the
Accreditor Investor Certification for Individuals above as well the remainder of this questionnaire). |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at
least US$5 million and was not formed for the purpose of investing the Company. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA
§ 3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date of this Agreement. |
| |
|
|
| Initial
______ |
|
The
undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who
meet at least one of the criteria for Individual Investors. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is a U.S. bank as defined in Section 3(a)(2) of the Securities Act, or any U.S. savings and loan association
or other similar U.S. institution as defined in Section 3(a)(5) of the Securities Act acting in its individual or fiduciary capacity. |
| |
|
|
| Initial
______ |
|
The
undersigned certifies that it is a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is an organization described in Section 501(c)(3) of the Internal Revenue Code with total assets exceeding
US$5,000,000 and not formed for the specific purpose of investing in the Company. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific purpose of investing
in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that
such person is capable of evaluating the merits and risks of the prospective investment. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality
thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000. |
| |
|
|
| Initial
______ |
|
The
investor certifies that it is an insurance company as defined in Section 2(13) of the Securities Act of 1933, or a registered investment
company. |
Investor
Profile
(Must
be completed by Investor)
Section
A - Personal Investor Information
Investor
Name(s): ______________________________________________________________________
Individual
executing Profile or Trustee: ______________________________________________________
Year
of Birth: __________________________ Investment Experience (Years): _______________________
Home
Street Address: ____________________________________________________________________
Home
City, State & Zip Code: ______________________________________________________________
Home
Phone: ________________________ Home Fax: ________________________mail: _____________
Employer:
_____________________________________________________________________________
Employer
Street Address: _________________________________________________________________
Employer
City, State & Zip Code: ___________________________________________________________
Bus.
Phone: ______________________ Bus. Fax: ______________________ Bus. Email: ______________
Type
of Business: _______________________________________________________________
Outside
Broker/Dealer:
Section
B – Certificate Delivery Instructions
____
Please deliver certificate to the Employer Address listed in Section A.
____
Please deliver certificate to the Home Address listed in Section A.
____
Please deliver certificate to the following address: ______________________________________
Section
C – Form of Payment – Check or Wire Transfer
____
Check payable to [●]
____
Wire funds from my outside account according to Section 2(b) of the Subscription Agreement.
____
The funds for this investment are rolled over, tax deferred from ________within the allowed 60-day window.
Please
check if you are a FINRA member or Affiliate of a FINRA member firm: ____________
ANTI
MONEY LAUNDERING REQUIREMENTS
The
USA PATRIOT Act
The
USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering
requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new,
comprehensive anti-money laundering programs.
To
help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the
USA PATRIOT Act.
What
is money laundering?
Money
laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.
Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud,
racketeering, and terrorism.
How
big is the problem and why is it important?
The
use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According
to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.
What
are we required to do to eliminate money laundering?
Under
rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee
training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance
with such laws. As part of our required program, we may ask you to provide various identification documents or other information. Until
you provide the information or documents we need, we may not be able to effect any transactions for you.
ANTI-MONEY
LAUNDERING INFORMATION FORM
The
following is required in accordance with the AML provision of the USA PATRIOT ACT.
(Please
fill out and return with requested documentation.)
INVESTOR
NAME: ____________________________________________
LEGAL
ADDRESS: ____________________________________________
INVESTMENT
OBJECTIVE: ____________________________________________
FOR
INVESTORS WHO ARE ENTITIES: TYPE OF BUSINESS: ______________________
IDENTIFICATION
& DOCUMENTATION AND SOURCE OF FUNDS:
| 1. |
Please
submit a copy of non-expired identification for the authorized signatory(ies) on the investment documents, showing name, date of
birth, address and signature. The address shown on the identification document MUST match the Investor’s address shown on
the Investor Signature Page. |
| Current
Driver’s License |
or |
Valid
Passport |
or |
Identity
Card |
| (Circle
one or more) |
| 2. |
If
the Investor is a corporation, limited liability company, trust or other type of entity, please submit the following requisite documents:
(i) Certificate of Incorporation, By-Laws, Certificate of Formation, Operating Agreement, Trust or other similar documents for the
type of entity; and (ii) Corporate Resolution or power of attorney or other similar document granting authority to signatory(ies)
and designating that they are permitted to make the proposed investment. |
| 3. |
Please
advise where the funds were derived from to make the proposed investment: |
| Investments |
Savings |
Proceeds
of Sale |
Other
_________ |
| (Circle
one or more) |
Signature:
__________________________
Print
Name: _________________________
Title
(if applicable): ___________________
Date:
______________________________
Appendix
A
FORM
OF WARRANT
THESE
WARRANTS ARE NOT TRANSFERABLE
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.
IR-MED,
INC.
(A
Nevada Corporation)
NON-TRANSFERABLE
WARRANT
CERTIFICATE
| CERTIFICATE
NO. ____(2023) _________ |
|
| |
|
| NUMBER
OF WARRANTS: 1,000,000 |
RIGHT
TO PURCHASE 1,000,000 Shares |
THESE
NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
EASTERN
TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND
CONDITIONS
ATTACHED TO THIS WARRANT CERTIFICATE.
NON-TRANSFERABLE
SHARE PURCHASE WARRANTS
TO
PURCHASE COMMON SHARES OF IR-MED, INC.
THE
WARRANTS ARE REPRESENTED BY THIS CERTIFICATE.
This
is to certify that, for value received, _________________ (the “Holder”) has the right to purchase, upon and
subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from
_______, 2023 to 5:00 p.m. (Eastern Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid
and non-assessable shares of common stock, par value $0.001 per share (the “Shares”) of IR-Med, Inc. (the “Company”)
set out above, by surrendering to the Company this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”,
duly completed and executed, and wire transfer in lawful money of the United States of America in an amount equal to the purchase price
per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable
Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.40 per Share (subject to adjustment as described
in the Terms and Conditions).
These
Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance
with the Terms and Conditions.
Nothing
contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase
any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void
and of no value.
IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed.
DATED
as of the ________day of _______, 2022.
IR-MED,
INC.
| Per: |
|
|
| |
Name:
Oded Bashan |
|
| |
Title:
Interim Chief Executive Officer |
|
PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO NON-U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:
“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
1933 ACT.”
PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.
APPENDIX
“A”
TERMS
AND CONDITIONS dated as of _____, 2023 (the “Terms and Conditions”), attached to the Non-Transferable Share Purchase
Warrants issued by IR-Med, Inc.
1.
Definitions
In
these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:
(a)
“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Nevada
are authorized or obligated by law or executive order to close.
(b)
“Company” means IR-Med, Inc., a Nevada corporation. If a successor corporation will have become such as a result of consolidation,
amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially
all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean
such successor corporation;
(c)
“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;
(d)
“Exercise Price” means US $1.40 per Share, subject to adjustment as provided in the Terms and Conditions;
(e)
“Expiry Date” means the third anniversary from the date of the issuance of this Warrant to the Holder;
(f)
“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or
modified from time to time; and the expression “Section” followed by a number refer to the specified Section of these Terms
and Conditions;
(g)
“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons
have a similar meaning;
(h)
“Holder” or “Holders” means the holder of the Warrants and its heirs, executors, administrators, successors,
legal representatives and assigns;
(i)
“Shares” means the shares of common stock in the capital of the Company as constituted at the date hereof and any shares
resulting from any subdivision or consolidation of such shares, issued upon exercise of the Warrants;
(j)
“Trading Day” means any day on which the Common Stock is traded on the
(k)
“Principal Trading Market” the principal trading market or securities market on which the Common Stock is then quoted or
traded .
(k)
“Warrants” means the Non-Transferable Share Purchase Warrants of the Company issued and presently authorized and for the
time being outstanding; and
(l)
“1933 Act” means the United States Securities Act of 1933.
2.
Interpretation
The
division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular number include the plural and vice versa and words importing
the masculine gender include the feminine and neuter genders.
3.
Applicable Law
The
rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the State of Nevada.
4.
Additional Issuances of Securities
The
Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital stock.
5.
Replacement of Lost Warrants
In
case this Warrant Certificate shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver
a new Warrant Certificate of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and
upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant
Certificate and the substituted Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance with its
terms with all other Warrants issued or to be issued by the Company.
The
applicant for the issue of a new Warrant Certificate pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction
or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed
or stolen as shall be satisfactory to the Company and its transfer agent in accordance with its usual policies and procedures and such
applicant may also be required to furnish indemnity in the amount and form satisfactory to the Company and its transfer agent in accordance
with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.
6.
Warrant Holder Not a Shareholder
The
holding of a Warrant Certificate will not constitute the Holder as a shareholder of the Company, nor entitle the Holder to any right
or interest in respect thereof except as is expressly provided in the Warrant Certificate or these Terms and Conditions.
7.
Warrants Not Transferable
The
Warrants and all rights attached thereto are not transferable.
8.
Notice to Holders
Any
notice required or permitted to be given to the Holder will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will
be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time of mailing
or between the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually delivered.
9.
Notice to the Company
Any
notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below
or such other address as the Company may specify by notice in writing to the Holder, and any such notice will be deemed to have been
given and received by the Company to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile
or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between
the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting postal service,
then the notice will not be effectively given until actually delivered:
IR-Med,
Inc.
ZHR
Industrial Zone
Rosh
Pina, Israel
Attention:
CFO
10.
Method of Exercise of Warrants
The
right to purchase Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering it to the Company,
with a duly completed and executed subscription in the form attached as Appendix “B” and cash, bank draft, certified cheque
or money order payable to or to the order of the Company for the Aggregate Purchase Price subscribed for in lawful money of the United
States of America.
11.
Mandatory Exercise of Warrants
If
at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Principal Trading Market (or
national stock exchange or market on which the Common Stock is then listed or quoted) equals or exceeds $2.50 per share (which amount
may be adjusted for certain capital events, such as stock splits, as described herein) and the corresponding average daily trading volume
measured in shares of the Company’s Common Stock during such period shall equal or exceed 75,000 shares, in each case for the forty
(40) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to
require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory
Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common
Stock in accordance with Section 10 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory
Exercise”). The Company may exercise its right to require exercise under this Section 11 by delivering within not more than
five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the
Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory
Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the
Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise
Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected
to be subject to such Mandatory Exercise from the Holder (the “Mandatory Exercise Amount”) pursuant to this Section
11.
12.
Effect of Exercise of Warrants
Upon
surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have been issued and such Holder shall be deemed
to have become the holder (or holders) of record of such Shares on the date of such surrender and payment and such Shares shall be issued
at the Exercise Price in effect on the date of such surrender and payment.
Within
ten Business Days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons
in whose name or names the Shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his
or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of Shares not
exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.
13.
Subscription for Less than Entitlement
The
Holder of any Warrant may subscribe for and purchase a number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares less than the number which can be purchase pursuant to
a Warrant, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of the balance of the
Shares which he was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not then purchased.
14.
Warrants for Fractions of Shares
To
the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate
entitle the Holder to receive a whole number of such Shares.
15.
Expiration of Warrants
After
the expiration of the Expiry Period, all rights thereunder shall wholly cease and terminate and such Warrants shall be void and of no
further force and effect.
16.
Adjustment of Exercise Price
The
Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following: (a) If and whenever the Shares at any time outstanding shall be subdivided into a greater or consolidated
into a lesser number of Shares, the Exercise Price shall be decreased or increased proportionately, as the case may be, and upon any
such subdivision or consolidation, the number of Shares deliverable upon the exercise of the Warrants shall be increased or decreased
proportionately, as the case may be; (b) In case of any capital reorganization or of any reclassification of the capital of the Company
or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of
the Company as or substantially as an entirety or of any other company, each Warrant shall, after such capital reorganization, reclassification
of capital, consolidation, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property
of the Company or of the company resulting from such capital reorganization, reclassification, consolidation, merger, amalgamation or
to which such sale shall be made, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on
such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate
adjustments shall be made in the application of the provisions set forth in Sections 13 to 20 hereof with respect to the rights and interest
thereafter of the Holders of the Warrants to the end that the provisions set forth in Sections 13 to 20 hereof shall thereafter correspondingly
be made applicable as nearly as may reasonable be expected in relation to any shares or other securities or property thereafter deliverable
on the exercise of the Warrants. The subdivision or consolidation of the Shares at any time outstanding into a greater or lesser number
of Shares (whether with or without par value) shall not be deemed to be a capital reorganization or a reclassification of the capital
of the Company for the purposes of this Section 16(b).
The
adjustments provided for in this Section 16 pursuant to any Warrants are cumulative .and will become effective immediately after the
record date for, or, if no record date is fixed, the effective date, of the event which results in such adjustments.
17.
Determination of Adjustments
If
any questions shall at any time arise with respect to the Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time, or, if they decline to so act, any other firm of
chartered accountants that the Company may designate and who shall have access to all appropriate records and such determination shall
be binding upon the Company and the Holders.
18.
Covenants of the Company
The
Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Shares to satisfy the rights
of purchase provided for in the Warrants should the Holders of all the Warrants from time to time outstanding determine to exercise such
rights in respect of all Shares which they are or may be entitled to purchase pursuant thereto.
19.
Immunity of Shareholders, etc.
The
Holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of the Company for the issue of Shares pursuant to any Warrant
or on any covenant, agreement, representation or warranty by the Company herein contained.
20.
Modification of Terms and Conditions for Certain Purposes
From
time to time the Company may, subject to the provisions of these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following purposes: (a) making such provisions not inconsistent herewith
as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or
quotation of the Warrants on any stock exchange or quotation system; (b) adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification
in the form of the Warrants which does not affect the substance thereof;
(c)
for any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective
provisions, errors or omissions herein; and
(d)
to evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the
Warrants contained as provided herein.
21.
United States Restrictions
These
Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended
or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1933 Act)
unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state
securities laws or unless an exemption from such registration is available.
DATED
as of the date first above written in these Terms and Conditions.
IR-MED,
INC.
| Per: |
|
|
| |
Name:
Oded Bashan |
|
| |
Title:
Interim Chief Executive Officer |
|
APPENDIX
“B”
SUBSCRIPTION
FORM
(ONE
NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)
TO:
IR-MED, INC.
The
undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________of shares of common
stock of IR-Med, Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith
makes payment of the purchase price in full for the said number of shares at the price of U.S. $1.40 per share if exercised on or before
5:00 p.m. (Eastern Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share
Purchase Warrant). The subscription amount has been wired to the Company
TERMS
AND CONDITIONS
The
Warrants are issued subject to the Terms and Conditions, which are attached to the Warrant Certificate delivered to the Holder.
APPENDIX
“B”
WIRING
INSTRCTIONS FOR IR-MED, INC.