Amendment No. 1 to Registration Rights Agreement, dated March 23, 2018, by and among MaxQ AI Ltd. (formerly known as MedyMatch Technology Ltd.), Exigent Total Return Master Fund Ltd., Executives Holdings LP, Lightbulb Partners LP, Eugene Saragnese and Reuven Raz

Exhibit 10.5.2

AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of March 23, 2018, between MaxQ AI Ltd. (f/k/a MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the “Company”), and Exigent Total Return Master Fund Ltd., a Cayman Islands limited liability company, Executives Holdings LP, a Delaware limited partnership, Lightbulb Partners LP, a Delaware limited partnership, Eugene Saragnese, and Reuven Raz (collectively the “Investors”).

WHEREAS, the Company and the Investors entered into that Certain Registration Rights Agreement (the “RRA”), dated December 29, 2017; and

WHEREAS, the Company and Investors constitute the required majority to amend the terms of the RRA in accordance with the terms thereof; and

WHEREAS, the Investors have entered into those certain lock-up agreement letters, dated December 29, 2017, addressed to the Company and to South Florida Biotech Ventures LLC and Palladium Capital Advisors LLC (the “Lock-up Agreements”); and

WHEREAS, the Company and Investors wish to amend certain provisions of the RRA, and obtain a waiver with respect to a certain matter related to the Lock-up Agreements, as more thoroughly described herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

“Section 2.01. Demand Registration. (a) If at any time following 180 days after the completion of the Initial Public Offering, subject to the terms of any “lock-up” agreement entered into with one or more underwriters (unless waived by such underwriter(s)) and the Private Placement Lock-Up Agreement (unless waived in accordance with the terms thereof), the Company shall receive a request (each such request shall be referred to herein as a “Demand Registration”) from a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least thirty five percent (35%) of the Registrable Securities then outstanding, that the Company effect the registration under the Securities Act (i) for the first Public Offering of the Company to be effected pursuant to this Section 2.01 after the completion of the Initial Public Offering (the “Follow-On Offering”), of at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), or (ii) after the completion of the Follow-On Offering, of all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such Demand Registration within ten (10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, provided that if the Demand Registration is given prior to 180 days after the Initial Public Offering, not before 180 days after the Initial Public Offering, file a registration statement under the Securities Act, and (ii) use its commercially reasonable efforts to effect, as soon as practicable and in any event within one hundred twenty (120) days after the date the Demand Registration is given by the Requesting Shareholder, provided that if the Demand Registration is given prior to 180 days after the Initial Public Offering, the aforesaid one hundred twenty (120) days shall be counted commencing 180 days after the Initial Public Offering less the number of days up to 45 by which the giving of the Demand Registration precedes such 180^th day, the effectiveness of the registration statement, in each case covering:”

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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANY:

INVESTORS:    

[MaxQ AI Ltd. / Signature Page to Amendment to Registration Rights Agreement]