This Memorandum of Understanding ("MOU") is entered into on the ____ day of __________, 2026 (the "Effective Date"), by and among Nano-X Imaging Ltd., an Israeli public company ("Nanox"); Monarch Medical Management & Billing LLC ("Monarch"); SPHERE Investments Operations, LLC, a Delaware limited liability company ("SPHERE"); and FinMD LLC, a Delaware limited liability company ("FinMD," and together with Nanox, Monarch and SPHERE, the "Parties," and each, a "Party"). Except for the provisions identified in Section 10 (Binding Provisions), this MOU is non-binding and reflects the current intent of the Parties only.

1. Recitals

(a) Nanox is the developer of the Nanox.ARC and Nanox.ARC X imaging systems and a portfolio of AI-enabled diagnostic, teleradiology and Health-IT solutions, pursuing U.S. commercial deployment through multiple business models, including conventional device sales and AI services (the "Nanox Impact" modality) and a retail / network model (the "Nanox Imaging Network" modality).

(b) Monarch has partnered with Nanox to develop the Nanox Imaging Network across its associated healthcare facilities, beginning with an initial proof-of-concept of a dozen-plus sites.

(c) SPHERE is a strategic investment platform focused on public-health equities and healthcare real estate, with a proprietary healthcare business-intelligence platform, established medical-group and health-system relationships, and a portfolio of outpatient, medical-office and hospital-affiliated sites across the United States.

(d) FinMD, an affiliate of SPHERE, is a specialty healthcare-finance platform that underwrites, documents, funds and services financing for U.S. physicians, practices, imaging centers and clinics.

(e) The Parties wish to establish a strategic collaboration to (i) support and accelerate the growth of both the Nanox Imaging Network — with SPHERE co-investment — and the Nanox Impact business (equipment / CapEx sales and AI, teleradiology and Health-IT services) across Nanox's direct sales force and distributor network; (ii) appoint FinMD as the exclusive credit provider for U.S. ARC acquisitions; (iii) give Nanox access to SPHERE and FinMD's national network of physician, practice and health-system relationships, as well as to SPHERE's medical tenants and portfolio of medical properties as potential retail sites; and (iv) give Nanox access to SPHERE's healthcare data analytics and jointly build customized analytical tools across all Nanox value propositions.

2. Structure — Two Definitive Agreements

2.1 This MOU is intended to serve as the base for two definitive agreements: (A) a market-intelligence, distribution and co-investment agreement among Nanox (and, as applicable, Monarch) and SPHERE; and (B) an exclusive equipment-financing agreement between Nanox and FinMD.

2.2 Territory: the United States, with an option, by mutual written agreement, to extend the framework to selected other geographies.

3. SPHERE — Scope, Role & Term

3.1 SPHERE will support all Nanox U.S. commercial activities — device CapEx sales; pay-per-scan deployments; AI diagnostics; teleradiology; and Health-IT solutions — and will selectively co-invest in the retail Imaging Network modality.

3.2 SPHERE will provide data-driven market and account targeting, physician and health-system access, site identification, and the joint development of customized analytical tools.

3.3 Term: five (5) years from the effective date of Definitive Agreement A, with a mutual option to renew on terms to be agreed.

4. SPHERE — Compensation

In consideration for SPHERE's support of Nanox's U.S. commercial activities, SPHERE will receive revenue participation of the U.S. revenue pool in accordance with the following schedule (reflecting the current Nanox proposal):

4.1 U.S. Revenue Pool. The participation applies to revenue of Nanox and its affiliates generated from customers and operations in the United States, in accordance with the percentage allocations above.

4.2 Retail Imaging Network — support and selective co-investment. SPHERE will provide data and collaboration support for all retail Imaging Network sites opened by the Nanox / Monarch / SPHERE collaboration, and will act as a co-investor only in selected sites at its sole discretion. SPHERE commits to invest in one (1) pilot retail site immediately upon execution of Definitive Agreement A. In each site in which SPHERE co-invests, SPHERE will hold an equity interest (initially proposed 50% Nanox / 50% SPHERE), with net income distributed in the same ratio after agreed operating expenses; sites SPHERE supports but does not fund carry no such equity split and are compensated through the revenue participation in Section 4. A pathway to a scaled joint venture applies upon a successful pilot.

4.3 Reporting & payment. Nanox will provide quarterly reporting on attributed transactions, with payment timing and mechanics to be set in Definitive Agreement A.

5. FinMD — Exclusive Financing

5.1 FinMD will serve as the exclusive credit provider for U.S. end-user purchasers of the Nanox.ARC and ARC X. Nanox and its distributors will refer interested buyers to FinMD (or a co-branded application link); FinMD underwrites, documents, funds and services the financing.

5.2 Financing is non-recourse to Nanox; Nanox and its distributors are paid in full upon equipment delivery and acceptance. No referral fee or capital outlay is required from Nanox.

5.3 Indicative terms (EFA / lease structures; up to 100% of invoice; 36–84 months; fixed rate) are as set out in the program materials and will be finalized in Definitive Agreement B.

6. Targets, Assessment & Exit

6.1 The Parties will agree key performance indicators and an indicative timeline in the definitive agreements.

6.2 Performance will be reviewed jointly at the end of the pilot period and quarterly thereafter.

6.3 If results materially fall short of agreed expectations over a defined measurement window, the affected Parties may invoke a good-faith remediation period and, failing improvement, unwind or buy out retail equity at a pre-agreed mechanic, and/or wind down the relevant program — without disturbing compensation already accrued.

7. Definitive Agreements

7.1 The Parties will use commercially reasonable efforts to negotiate and execute Definitive Agreements A and B within thirty (30) days of the Effective Date (the "Target Date").

7.2 Nothing in this MOU obligates any Party to enter into any definitive agreement, which remains subject to satisfactory negotiation, internal approvals, regulatory review and customary diligence.

8. Confidentiality & Public Disclosure Binding

8.1 Each Party will hold in confidence the existence and contents of this MOU and any non-public information disclosed by another Party, and will use it solely to evaluate, negotiate and implement the contemplated transactions.

8.2 Permitted disclosures to directors, officers, employees, advisors and affiliates with a need to know (bound by comparable obligations), and disclosures required by law, regulation or stock-exchange rule (with prompt prior notice where legally permissible).

8.3 These obligations survive termination for one (1) year from the Effective Date.

8.4 The Definitive Agreements will set out the Parties' detailed confidentiality terms, which shall include the requirement of the mutual written agreement of the Parties prior to any communication, public announcement or press release concerning this MOU, the collaboration or the transactions contemplated hereby, except as required by applicable law, regulation or stock-exchange rule.

8.5 Public-company disclosure. The Parties acknowledge that Nanox is a publicly traded company (NASDAQ: NNOX) and may be required to disclose, file or furnish this MOU and information regarding the collaboration pursuant to applicable securities laws and the rules of the U.S. Securities and Exchange Commission and the NASDAQ Stock Market. Such disclosures are permitted notwithstanding this Section 8, and Nanox will, to the extent legally permissible and practicable, consult with the other Parties as to their timing and content.

8.6 Material non-public information. The Parties acknowledge that information exchanged in connection with this MOU may constitute material non-public information concerning Nanox. Each Party agrees to comply with applicable securities laws and not to trade in Nanox securities, or to procure or enable others to do so, while in possession of such material non-public information.

9. Expenses · No Representations Binding

9.1 Each Party bears its own costs (legal, accounting, advisory and other professional fees), whether or not definitive agreements are executed.

9.2 No Party is relying on any representation or warranty of another Party other than as expressly set out herein. All financial figures, percentages and operating parameters are illustrative or preliminary and remain subject to definitive documentation.

10. Binding Provisions Binding

10.1 Non-binding generally. Except as set out in Section 10.2, this MOU creates no legal obligation and reflects current intent only. No contract, partnership, joint venture, agency or fiduciary relationship is created hereby. Non-binding

10.2 Binding provisions. Sections 8 (Confidentiality & Public Disclosure), 9 (Expenses; No Representations), 10 (Binding Provisions), 11 (Term & Termination) and 12 (Miscellaneous) are intended to be, and shall be, legally binding on the Parties.

11. Term & Termination Binding

11.1 This MOU commences on the Effective Date and continues until the earliest of (i) execution of the definitive agreements, (ii) mutual written termination, or (iii) one hundred twenty (120) days after the Effective Date if no definitive agreements have been executed.

11.2 Sections 8, 9, 10, 11 and 12 survive termination or expiration.

12. Miscellaneous Binding

12.1 Governing law. This MOU is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

12.2 Counterparts; electronic signatures. May be executed in counterparts; signatures delivered by electronic means are deemed originals.

12.3 Entire understanding. This MOU constitutes the entire understanding of the Parties as to its subject matter and supersedes all prior discussions; it may be amended only by a written instrument executed by all Parties.

IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding as of the Effective Date.