Common use of Waiver of Potential Conflicts of Interest Clause in Contracts

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17, 2021. Tenon Medical, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17May 18, 2021. Tenon Medical, Inc. By: /s/ Kal Mentak Kal Mentak Chief Executive Officer /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Note Amount: (Signature) ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17100,000 May 18, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) ▇▇▇▇▇▇▇ ▇▇▇▇ (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000100,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17May 18, 2021. Tenon Medical, Inc. By: /s/ Kal Mentak Kal Mentak Chief Executive Officer Note Amount: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: $ 300,000 (Signature) R▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) Ferrari Family Trust (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17300,000 May 18, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) Ferrari Family Trust (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Three Hundred Twenty-Five Thousand Dollars ($125,000300,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 1724, 2021. Tenon Medical, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $125,000 50,000.00 (Signature) ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director Manager (Title) WS Investment CompanySHKH, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 50,000 June 1724, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment CompanySHKH, LLC (21A) (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Fifty Thousand Dollars ($125,00050,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June May 17, 2021. Tenon Medical, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Kai Mentak Kai Mentak Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $125,000 50,000 (Signature) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Fifty Thousand Dollars ($125,00050,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17April 20, 2021. Tenon Medical, Inc. By: /s/ Kal Mentak Name: Kal Mentak Title: CEO Note Amount: /s/ J▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (40,000 Signature) J▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) Phoenix DeVentures Inc. (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 1740,000.00 April 30, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) Phoenix DeVentures Inc. (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Forty Thousand Dollars ($125,00040,000.00), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement December 31, 2021 (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 17April 30, 2021. Tenon Medical, Inc. By: /s/ Kal Mentak Name: Kal Mentak Title: CEO Note Amount: /s/ J▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 170,000 (Signature) J▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) Phoenix DeVentures Inc. (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17170,000 April 30, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) Phoenix DeVentures Inc. (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Seventy Thousand Dollars ($125,000170,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement December 31, 2021 (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June May 17, 2021. 1btu Tenon Medical, Inc. By: /s/ ▇▇Kal Mentak Name: Kal Mentak Title: CEO $ 600,000.00 (Signature) F▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ (Print Name) Managing Director (Investor Name: name as it should appear on the Note, if different than above) The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of May 17, 2021. Tenon Medical, Inc. By: Name: Title: Note Amount: /s/ F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $ 600,000.00 (Signature) WS Investment Company, LLC F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (21APrint Name) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE SECURITIESISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 600,000 May 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Six Hundred Twenty-Five Thousand Dollars ($125,000600,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June 1724, 20212021 . Tenon Medical, Inc. By: /s/ ▇S▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇S▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ $125,000 50 000.00 (Signature) T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ (Print Name) Managing Director (Title) WS Investment Company"T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, LLC (21A) ▇▇ and S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Revocable Living Trust dated January 12, 2000, as amended and restated". (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 50,000 June 1724, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment CompanyT▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, LLC (21A) ▇▇ and S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Recovable Living Trust dated January 12, 2000, as amended and restated (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Fifty Thousand Dollars ($125,00050,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation LLP (“WSGRD&W”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR D&W may have come into possession of confidential information relating to Investorsuch Investors. The Investor Each of the Investors and the Company acknowledge acknowledges that WSGR D&W is representing only the Company in this transaction. The Investor Each of the Investors and the Company understands that an affiliate of WSGR D&W may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGRD&W’s representation of such persons and entities, WSGRD&W’s possession of such confidential information and the participation by WSGRD&W’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription parties are signing this Series A-1 Preferred Stock Purchase Agreement is hereby confirmed and accepted by the Company as of June 17the Effective Date. a Delaware corporation /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ President and CEO The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. ▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ 1. Please sign and date the signature block above. 2. Please provide your address for the Company’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ on behalf of JMC Investments LLC /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1. Please sign and date the signature block above. 2. Please provide your address for the Company’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. JMC Investments, 2021LLC /s/ ▇▇▇▇ ▇. Tenon Medical▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Member 1. Please sign and date the signature block above. 2. Please provide your address for the Company’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1. Please sign and date the signature block above. 2. Please provide your address for the Company’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇ 1. Please sign and date the signature block above. 2. Please provide your address for the Company’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as of the Effective Date. SFB Ventures, Inc. By: LLC /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President & Chief Executive Officer Note Amount: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 (Signature) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment CEO 1. Please sign and date the signature block above. 2. Please provide your address for the Company, LLC (21A) (Investor Name: name ’s stock records 3. Please write in the number of shares you seek to purchase and the total purchase price 4. Please submit this signature page with your proposed investment amount and your completed investor suitability questionnaire. The parties are signing this Series A-1 Preferred Stock Purchase Agreement as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Effective Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:.

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that ▇W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇R▇▇▇▇▇, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of June May 17, 2021. Tenon Medical, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Kal Mentak Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Kal Mentak Title: President & Chief Executive Officer CEO Note Amount: /s/ ▇▇T▇▇▇ ▇▇▇▇▇▇▇▇▇ $125,000 25,000.00 (Signature) ▇▇T▇▇▇ ▇▇▇▇▇▇▇▇▇ (Print Name) Managing Director (Title) WS Investment Company, LLC (21A) (Investor Name: name as it should appear on the Note, if different than above) THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. $125,000 June 17, 2021 FOR VALUE RECEIVED, Tenon Medical, Inc., a Delaware corporation (the “Company”) promises to pay to WS Investment Company, LLC (21A) T▇▇▇ ▇▇▇▇▇▇▇▇ (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of One Hundred Twenty-Five Thousand Dollars ($125,00025,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to eight percent (8%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the 12 month anniversary of the first sale and issuance of any convertible promissory note pursuant to any Note Subscription Agreement (the “Maturity Date”) following written demand by a Majority in Interest of the Investors, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of a series of similar convertible promissory notes (collectively, the “Notes”), each executed and delivered pursuant to a note subscription agreement in a form substantially similar to the Note Subscription Agreement pursuant to which this Note was issued under. The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees: