Nanox Enters into Acquisition via Merger Agreement with Zebra Medical Vision Ltd. and Announces Entry into Binding Letter of Intent with USARAD Holdings Inc. with the Goal of Creating an Integrated, Globally Connected En

Nanox Enters into Acquisition via Merger Agreement

with Zebra Medical Vision Ltd. and Announces Entry into Binding Letter of Intent with USARAD Holdings Inc.

with the Goal of Creating an Integrated, Globally Connected End-to-End Radiology Solution and Population Preventive Health Platform

Upon the consummation of the acquisition, Nanox

and Zebra Medical Vision anticipate that their mutual goal of global scanning to protect one's health will put them in the position

to potentially become the next generation AI-enabled medical device leader

Nanox is also entering into a binding letter

of intent to acquire USARAD, a teleradiology company that provides teleradiology services in all 50 U.S. states.

Neve Ilan, Israel August 10, 2021 -- NANO-X

IMAGING LTD ("Nanox" or the "Company," Nasdaq: NNOX), an innovative medical imaging company, announced entry into

two agreements intended to create a globally connected, end-to-end radiology solution. The Company announced that it has entered into

an agreement to acquire a leading medical artificial intelligence (AI) developer Zebra Medical Vision for a total of $100 million upfront,

and up to another $100 million tied to achievement of specific milestones, all to be paid in Nanox shares. Nanox also announced today

that it has entered into a binding letter of intent to acquire USARAD and its related company, Medical Diagnostics Web, or MDW. USARAD

operates a global network of 300 radiologists. Total consideration for USARAD and MDW is $30 million, comprising $21 million of Nanox

shares and $9 million in cash.

The acquisition of Zebra Medical Vision is anticipated

to fuel both companies' shared goal of forming the next generation of AI-enabled hardware and software devices, which is expected

to set a new standard in the medical devices sector. If these proposed strategic acquisitions are consummated, Nanox will be in the position

to gear up towards addressing three major international shortages on a global scale: the shortage of medical imaging devices, radiologists,

and connectivity between countries and societies in analyzing medical data.

Founded in 2014, Zebra Medical Vision ("Zebra-Med")

is a pioneer in the AI medical imaging space, setting the standard for the future of AI in radiology. The company has 7 FDA-cleared and

10 CE-marked AI solutions for medical imaging, with a recently introduced 3D modeling solution for x-ray images used for orthopedic surgery

pre-operative planning. Using patient imaging data already available to the healthcare system, Zebra-Med's algorithms highlight

early, previously undetected signs of common chronic diseases. The newly discovered findings can then initiate further medical assessment

to establish individual preventative care pathways for patients.

"Zebra Medical Vision has always operated

with the goal of expanding the use of AI in medical imaging to improve health outcomes for patients worldwide," says Zohar Elhanani,

CEO of Zebra Medical Vision. "At this time, we understand that that vision is best served by joining forces with a trusted partner

with the means to boost our capabilities and propel population health, powered by AI, to the next level. Screening populations to detect

and treat chronic disease early has proven to improve outcomes, and we're thrilled to be taking the helm of the population health

transformation in healthcare."

took a strategic decision to join forces with Nanox and grow together as we share the same vision of a global health solution for all.

We understand that in order to truly lead and shape this new AI-enabled diagnostic space, we'll need both the superb hardware capabilities

and coming install base , which Nanox delivers, and the AI and Cloud delivery capabilities, combined with proven regulatory and quality

framework, which Zebra Medical Vision has built over seven years," stated Eyal Gura, Co-Founder at Zebra Medical Vision. "Zebra-Med

brings to Nanox clinical, regulatory, and cloud-deployment credibility, together with some of the world's top healthcare brands

as partners , from India to Brazil and health brands like InterMountain Health, Scotland and England's NHS, Johnson & Johnson

, Clalit Health Services and many more . I am positive that the teams will continue to build great things together and continue to impact

industry-leading focus, Zebra-Med has set its own path in enabling financial incentives for wide adoption of AI in radiology, recently

receiving the first CPT reimbursement code for its solution involving the early detection of Osteoporosis. Together with Nanox, the company

will continue to advance value-based population healthcare management on a large scale, pioneering tomorrow's medical imaging AI

and to detect chronic diseases by offering AI applications as part of a modality solution, targeting both payers and providers.

terms of the agreement, is expected acquire Zebra Medical Vision for upfront and milestone payments to be paid in Nanox shares, including

$100 million expected to be issued at closing, $16 million of deferred consideration payable upon signing of three new business

contracts within six months of closing, and $84 million payable upon achievement of certain other milestones for

total consideration. Zebra-Med is expected to be run as a wholly owned subsidiary under the

expects to acquire USARAD, a U.S. based radiologist-run and operated full-service subspecialty radiology and teleradiology company with

over 300 U.S. certified radiologists in its organization. USARAD will provide Nanox with immediate access to trained radiologists, lowering

the barrier to US market entry and other countries around the globe. Through the USARAD network, Nanox will have direct access to the

company's relationships with hundreds of medical practices across multiple specialties, as well as urgent care centers, and other

healthcare providers. Moreover, USARAD, in which Siemens holds a meaningful equity stake, will enhance Nanox's go-to-market strategy,

potentially allowing the Company to place Nanox.ARCs with USARAD's customers.

potential strategic acquisition is consummated, Nanox will be in the position to offer a new model of Management of Medical Service Organizations

(MSO), in which Nanox is expected to manage various new critical functions and capabilities, including medical billing with a meaningful

revenue potential, Quality Assurance, compliance and eliminate reliance on third parties for these services.

terms of the binding letter of intent, Nanox anticipates purchasing all of the shares of USARAD and all of the assets of its related company

Medical Diagnostics Web, or MDW, for a total consideration of $30 million in stock and cash for both companies. We expect to acquire

USARAD for total consideration of $27 million, comprised of $18 million of Nanox shares and $9 million in cash. Of the total, $18.5 million

of consideration is expected to be paid upon closing, and the remaining $8.5 million is expected to be paid based on the achievement of

certain milestones. The remaining $3 million of consideration for MDW will be paid by Nanox shares.

access to medical imaging via widespread deployment of the Nanox.ARC solves one of the obstacles to achieving true population health management,"

stated Ran Poliakine, Chairman and Chief Executive Officer of Nanox. "Yet, the global shortage of trained radiologists represents

a significant bottleneck in the imaging process. The Nanox.ARC, together with the acquisitions of Zebra Medical Vision and USARAD, if

consummated, would move us toward our vision of deploying our Systems and have the support of a large network of radiologists empowered

with highly advanced AI algorithms that will allow for the rapid interpretation of medical images into actionable medical interventions,

which would represent an end-to-end, globally connected medical imaging solution. Furthermore, we are working to offer a solution even

greater than that: population preventive health care through application of Zebra's AI technology, if the acquisition is consummated.

Yuz, M.D, CEO of USARAD: "USARAD has been a partner of Nanox in the past two years, and today we are thrilled to officially join

the vision as part of the team. Working closely with Nanox and seeing the progress the team has made toward the production ramp up, together

with the world renowned capabilities of Zebra Medical Vision's AI, creates a medical device powerhouse, in which our radiologists

are proud to take part."

Completion of the proposed Zebra-Med acquisition

is subject to, among others, approval of the transaction by the equity holders of Zebra-Med. The acquisition of USARAD is subject to the

completion of due diligence and to the negotiation of a definitive agreement. The definitive agreement with USARAD may not be entered

into the terms or in the timeframe currently contemplated. Both acquisitions are subject to satisfaction of the conditions to closing

in the definitive agreements, regulatory approvals, and other customary conditions. Therefore, neither of the proposed transactions may

be consummated on a timely basis or at all.

The Nanox shares expected to be issued to the

Zebra-Med, USARAD and MDW shareholders are not expected to be registered and will be subject to restrictions on resale under the U.S.

Nanox, founded by the serial entrepreneur Ran

Poliakine, is an Israeli corporation developing a commercial-grade digital X-ray source designed to be used in real-world medical imaging

applications. Nanox believes that its novel technology could significantly reduce the costs of medical imaging systems, and plans to seek

collaborations with world-leading healthcare organizations and companies to provide affordable early detection imaging services for all.

For more information please visit www.nanox.vision.

About Zebra Medical Vision:

Zebra Medical Vision's imaging analytics

platform allows healthcare institutions to identify patients at risk of disease and offer improved preventative treatment pathways to

advance patient care. The company is funded by Khosla Ventures, Marc Benioff, Intermountain Investment Fund, OurCrowd Qure, Aurum, aMoon,

Nvidia, J&J and Dolby Ventures. Zebra Medical Vision has raised $52 million in funding to date, and was named a Fast Company Top-5

AI and Machine Learning company. Zebra-Med leads the way in AI FDA cleared products, and is installed in hospitals globally, from Australia

to India, Europe to the U.S, and the LATAM region.

Recognizing the need for high-quality, reliable

on-call and daytime radiology and teleradiology services, the USARAD Holdings, Inc. was formed by a collaborative effort of American radiologists,

all of which are Board Certified by the American Board of Radiology. Each one contributes their experiences from some of the finest radiology

departments in the United States. USARAD's model is unique. USARAD Holdings, Inc. is privately owned and is operated by radiologists without

nonmedical interests, corporate bureaucracy, or middlemen.

Forward-Looking Statements

This press release may contain forward-looking