MEDIGUS LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
DEPOSIT AGREEMENT dated as of __________, 2015 among MEDIGUS LTD., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2016 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2016, between Medigus Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Medigus LTD.Medigus Ltd. • November 24th, 2017 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_______, 2017 [six months following the date hereof] (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from Medigus Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant the “Warrant
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 24, 2017, between Medigus Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • May 22nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, Medigus Ltd., a company organized under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Medigus Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT A Form of Pre-Funded Warrant Agreement PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MEDIGUS LTD.Medigus Ltd. • May 22nd, 2020 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Medigus Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 20 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
AMERICAN DEPOSITARY SHARES EACH REPRESENTING 20 ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE MEDIGUS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, Medigus Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 1, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficia
UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, Medigus Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 1, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficia
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 23rd, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of July 23, 2018, is between Medigus Ltd., an Israeli company (the “Company”), and Computershare, Inc., as warrant agent (the “Warrant Agent”).
ContractMedigus Ltd. • May 7th, 2015 • Surgical & medical instruments & apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and Capital Point Ltd an Israeli corporation (the: "Capital") (Capital including its successors and assigns, the “Purchaser”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 1st day of May, 2019 between Medigus Ltd., whose address is at Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel (the “Company”) and L.I.A. Pure Capital Ltd., whose address is at 20 Raoul Wallenberg Street, Tel Aviv 6971916, Israel (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.
CO-PLACEMENT AGENCY AGREEMENTCo-Placement Agency Agreement • September 8th, 2016 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
PATENT LICENSE AGREEMENTPatent License Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
This PATENT LICENSE AGREEMENT (“Agreement”), is dated as of December 1, 2019, made effective as of December 1, 2019 (“Effective Date”), by and between Medigus Ltd., a company organized under the laws of the State of Israel (“Licensor”) and ScoutCam Ltd., a company organized under the laws of the State of Israel (“Licensee”). Licensor and Licensee are each referred to herein separately as “Party” and are referred to herein collectively as the “Parties.”
577,529 American Depositary Shares, each representing 20 Ordinary Shares Pre- Funded Warrants to Purchase 2,260,145 American Depositary Shares and Warrants to Purchase 2,837,674 American Depositary Shares Medigus Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
Medigus Ltd., an Israeli corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of (a) 577,529 American Depositary Shares of the Company (the “ADSs”), each representing twenty ordinary shares (the “Firm ADSs”), par value NIS 1.00 per share, of the Company (the “Ordinary Shares”) and (b) 2,260,145 pre-funded warrants to purchase 2,260,145 ADSs at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) 2,837,674 Series C warrants to purchase 2,837,674 ADSs (the “Firm Warrants” and, collectively with the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 425,651 ADSs (the “Option ADSs”) and/or Series C warrants to purchase up to an aggregate of 425,651 ADSs
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • May 3rd, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 28, 2023 (the “Effective Date”), by and between Medigus Ltd., an Israeli Corporation (“Medigus”), the additional shareholders of Charging Robotics Ltd. listed on Schedule 1 attached hereto (together with Medigus, the “CR Shareholders”), and Fuel Doctor Holdings, Inc., a publicly-traded Delaware corporation (the “FDOC”). Medigus, each of the CR Shareholders, and FDOC, each a “Party” and collectively, the “Parties”.
AMENDED AND RESTATED ASSET TRANSFER AGREEMENTAsset Transfer Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED ASSET TRANSFER AGREEMENT, dated as of December 1, 2019 (the “Agreement”), effective as of March 1, 2019 (the “Effective Date”) is entered into by and between ScoutCam Ltd., a company organized under the laws of the State of Israel (the “Transferee”), and Medigus Ltd., a company organized under the laws of the State of Israel (“Transferor”). The Transferee and Transferor are referred to hereunder as the “Parties”, and each of them individually as a “Party”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv
This Share Purchase Agreement ("Agreement") dated as of January 3rd, 2013, is made between Medigus Ltd., an Israeli company with a registered address at Building 7A, Industrial Park, POB 3030, Omer 8496500 (the "Company") and OrbiMed Israel Partners Limited Partnership, an Israeli limited partnership with a registered address at 89 Medinat Hayehudim st. Building E Herzeliya Pituach, IL, 46140, POB 4023 (the "Investor").
ADDENDUM NO. 1 TO AMENDED AND RESTATED ASSET TRANSFER AGREEMENTAsset Transfer Agreement • November 2nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Addendum (“Addendum”) is entered into on this 27 day of July 2020, by and between Medigus Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-286697-1 (“Medigus”) and ScoutCam Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-595040-0 (“ScoutCam”). Medigus and ScoutCam are sometimes referred to herein as a “Party” and together as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and OrbiMed Israel Partners Limited Partnership with a registered address of 89 Medinat Hayehudim ( the “Purchaser”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • September 17th, 2019 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of September 16, 2019, by and among Medigus Ltd., an Israeli Corporation (“Medigus”) and Intellisense Solutions Inc., a Nevada corporation (the “Parent”). Medigus and the Parent, each a “Party” and collectively, the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Share Purchase Agreement Among ParaZero Technologies Ltd. (the “Company”) and Delta Drone International Ltd (ACN 618 678 701) (the “Seller”) and L.I.A Pure Capital Ltd. and additional entities on its behalf as listed in Exhibit A (each an “Acquiror”...Share Purchase Agreement • May 3rd, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Share Purchase Agreement (this “Agreement”) is made and entered into as of January 28, 2022 (the “Agreement Date”) by and among Delta Drone International Ltd. (ACN 618 678 701), an Australian corporation (“Seller”), ParaZero Technologies Ltd., a company organized under the laws of Israel (the “Company”), L.I.A Pure Capital Ltd., a company organized under the laws of Israel (“Pure and/or an “Acquiror”), and additional entities/individuals as listed in Exhibit A (each an “Acquiror” and together with Pure, the “Acquirers”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 2nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of October 8, 2020, by and between Smart Repair Pro, Inc., a private corporation incorporated under the laws of the State of California (“Pro”), Purex Inc., a corporation incorporated under the laws the State of California (“Purex”)(Pro together with Purex, the “Companies”), the stockholders of the Companies detailed in Schedule 1 attached hereto (the “Pro Stockholder”, the “Purex Stockholders” respectively, and together the “Stockholders”) and Vicky Hacmon, ID 033847799 of 112 Rokach Street, Ramat Gan, Israel (the “Manager”) on the one hand, and Medigus Ltd., a public company incorporated under the laws of the State of Israel of 7A Industrial Park, P.O. Box 3030, Omer, 8496500 Israel (the “Purchaser”) on the other hand.
LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • May 14th, 2021 • Medigus Ltd. • Surgical & medical instruments & apparatus
Medigus Ltd. American Depositary Shares, Each Representing Fifteen (15) Ordinary Shares At-The-Market Issuance Sales AgreementMedigus Ltd. • May 16th, 2023 • Surgical & medical instruments & apparatus • New York
Medigus Ltd., a company incorporated under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Aegis”), as follows:
Medigus 有限公司 CONTRACT FOR KNOW-HOW LICENSE AND SALE OF GOODS BY AND BETWEEN MEDIGUS LTD. AND SHANGHAI MUSE MEDICAL SCIENCE AND TECHNOLOGY CO., LTD.Medigus Ltd. • April 21st, 2020 • Surgical & medical instruments & apparatus • Shanghai
This CONTRACT FOR KNOW-HOW LICENSE AND SALE OF GOODS is made this day _2nd__ of _June__, 2019 by and between the Licensor and the Licensee below, hereinafter individually “Party” and collectively “Parties”.
STRICTLY CONFIDENTIALLetter Agreement • March 23rd, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This letter agreement (this “Agreement”) constitutes the agreement between Medigus Ltd. (the “Company”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), that Rodman shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of equity securities of the Company in the U.S. (“Securities”) during the Term (as defined below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Rodman and nothing herein implies that Rodman would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Rodman’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Rodman deems appropriate under the circumstances and to the receipt of all internal approvals of Rodman in
ASSIGNMENT AGREEMENTAssignment Agreement • September 13th, 2022 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Assignment Agreement (this “Agreement”) is made as of [_____], 2022 (the “Effective Date”), by and between Smart Repair Pro Inc, with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignor”), and Jeffs’ Brands Ltd., with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignee”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 4th, 2022 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT is made and entered into this 30th day of December 2021, by and among Fuel Doctor Holdings, Inc. (the “Seller”), Medigus Ltd. together with other similar purchasers (the “Purchaser”, and collectively, the “Purchasers”) and Fuel Doctor Holdings Inc. (the “Company”).
Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. “[***]” indicates where the information...Joint Venture Agreement • May 14th, 2021 • Medigus Ltd. • Surgical & medical instruments & apparatus
provided, however, that in any of the foregoing events, the Transferor and the Permitted Transferee shall have delivered to the Company an undertaking, in a form reasonably acceptable to the Company, under which (i) they confirm Transferee’s status as a Permitted Transferee of Transferor, and (ii) Transferee assumes all the Transferor’s obligations and undertakings in its capacity as a shareholder, both to the Company, to the extent such obligations and undertakings relate to the Company, and to any other Shareholder.
LOAN AGREEMENTLoan Agreement • May 3rd, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Loan Agreement (this “Loan Agreement”) is made and entered into as of the 12 day of October 2021 (the “Effective Date”) between Medigus Ltd., a company organized under the State of Israel, with principal offices at Omer Industrial Park, No.7A, P.O. Box 3030, Omer 8496500, Israel (the “Lender”), and Gix Internet Ltd. (f/k/a Algomizer Ltd.), a company organized under the State of Israel, with principal offices at Arieh Shenkar, 12, Herzliya 4672514, Israel (the “Borrower”). Each of the Lender and the Borrower shall be referred to as “Party” and together as the “Parties”.
AMENDED & RESTATED INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
This Intercompany Services Agreement (this “Agreement”) is made effective as of April 20, 2020 (the “Effective Date”), by and between Medigus Ltd., a company incorporated under the laws of the State of Israel (“Parent”) and ScoutCam Ltd., a subsidiary of Parent, incorporated under the laws of the State of Israel (“Company”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 2nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of October 14, 2020 (the “Effective Date”), by and among Medigus Ltd. an entity organized and existing under the laws of Israel (“Medigus”) the shareholders of Eventer Technologies Ltd., an entity organized and existing under the laws of Israel (the “Company”), listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), and Eli Uzan solely in its capacity as the representative of the Shareholders (the “Representative”).
AMENDMENT NO. 1 TO LOAN AND PLEDGE AGREEMENTMedigus Ltd. • May 14th, 2021 • Surgical & medical instruments & apparatus
This Amendment No. 1 (“Amendment”) is entered into on this 5th day of February 2021, by and between Medigus Ltd., a public company incorporated and registered under the laws of the State of Israel, whose registered office is at Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel with a registration number 512866971 (the “Lender”), Smart Repair Pro, Inc., a private corporation incorporated under the laws of the State of California ,whose registered office is at 5216 Sale Avenue Woodland Hills CA 91364, United States with a registration number C4094119 (“Pro” or the “Borrower”), and Julia Gerasimova, stockholder of Pro (the “Stockholder”). The Lender, Pro and Stockholder are sometimes referred to herein as a “Party” and together as the “Parties”.
