Common use of Address for Notice Clause in Contracts

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries

Address for Notice. By:: ____________________________________ Name: Con Unerkov Title: Chief Executive Officer By:_____________________________________ Name: Cxxxx Xx Title: With a copy to (which shall not constitute notice): Chief Financial Officer and Joint Company Secretary E-Mail: Fax: SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS INTEGRATED MEDIA TECHNOLOGY LIMITED SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Goldenyadan International Holdings Limited Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ 315,000 Number of Shares: _________________ Warrant Shares: __________________ 100,000 EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Annex A Closing Statement Pursuant to that certain Securities Purchase Agreement (this “Agreement”) , dated as of June __July 6, 20142021, between Medigus Ltd.Integrated Media Technology Limited, an Israeli company Australian corporation (the “Company”), and each purchaser identified on the signature pages purchasers signatory thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule the Purchasers shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties purchase ordinary shares of the Company except and to (the extent provided “Shares”) for an aggregate subscription amount of $315,000 of Shares. All funds shall be disbursed in the Agreementaccordance with this Closing Statement. The inclusion of any item in any Disclosure Schedule shall not be deemed Initial Disbursement Date: July 6, 2021 PURCHASE PRICE Gross proceeds to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiariesreceived $315,000 WIRE INSTRUCTIONS: Integrated Media Technology Limited Bank Name: Bank Address: Bank BSB #: Beneficiary Name: Beneficiary Address: Swift Code #: Bank Account #:

Address for Notice. By:__________________________________________ : /s/ Kxxxxxx X. Bxxxxx Xxxxxxx Genomics Ltd. Name: Kxxxxxx X. Berlin 3000 Xxxxxx Xxxxxx, Xxxxx 000 Title: Chief Executive Officer Pxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attn: Axx Xxxx, General Counsel With a copy to (which shall not constitute notice): FaxMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 40 Xxxxxxxxxx Xxxxxx, 36th floor San Francisco, CA 94104 E-mail: RXXxxxxxx@xxxxx.xxx Attention: Rxxxxx X. Xxxxxxx And to: AYR – Amar Rxxxxx Xxxxxx Shochatovitch & Co. Lawyers 10 Xxx Xxxxxx Xxxxxx Xx. Ramat Gan 5250607, Israel E-mail: NxxX@xxx.xx.xx Attention: Nxx Xxxx [PURCHASER SIGNATURE PAGES TO MDGS ROSG SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DTC Participant name and number: ________________________ Contact of DTC Participant: _______________________ Telephone Number of Participant Contact: _____________________ Subscription Amount: $__________________ SharesClass A Units: _________________ Warrant Shares: _Class B Units:_________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of that certain Securities Purchase the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (this but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. EXHIBIT C To: The National Technological Innovation Authority (“AgreementInnovation Authority”) dated Relating to projects that have been financed by or are currently being financed by the Innovation Authority (or have been financed by the Office of the Chief Scientist of the Ministry of Economy and Industry - hereinafter referred to as of June the “OCS”) _______________ [Please specify project title and file number] and to projects of the Company (as this term is defined below) that may be financed by the Innovation Authority in the future (the “Projects”). Undertaking We, 2014the undersigned, between Medigus Ltd.of [Foreign investor's name] a company, partnership or entity incorporated, organized and existing under the laws of _______________ and whose registered office is at _________________ (“______”), having, by an Israeli company agreement dated , committed to invest in Ltd. (the “Company”), in exchange for [number and each purchaser identified type of shares] ________ shares of the Company; Recognizing that the Company's research and development or technological innovation Projects are currently, have been or will be financially supported by the Innovation Authority or the OCS under and subject to the provisions of The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (the “Innovation Law”) and the, applicable regulations, rules, procedures and benefit plans; Recognizing that the Innovation Law places strict constraints on the signature pages thereto transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion of the Innovation Authority's research committee (each, including its successors and assigns, a “Purchaser” and collectively, the “PurchasersResearch Committee”). Unless otherwise defined herein, any capitalized term used acting in a Disclosure Schedule shall have accordance with the same meaning assigned to such term in the Agreement. The following disclosures are an integral part aims of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, Innovation Law and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication requiring that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes transfer receive the prior written approval of the Disclosure Schedules as Research Committee; Hereby declare and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiariesundertake:

Address for Notice. 0 Xxxxx Xxxxx St. Rehovot, Israel By:__________________________________________ : /s/ Xxxx Xxxxxxx Email: Name: Xxxx Xxxxxxx Fax: Title: Chief Executive Officer With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS MCIT SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrant ADSs to the Purchaser (if not same as address for notice): DWAC for ADSs: Subscription Amount: $_________________ SharesADSs: _________________ Warrant SharesADSs underlying the Pre-Funded Warrants: __________ ADSs underlying the Common Warrants: __________ EIN Number: _______________________ ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III Exhibit A Form of that certain Securities Purchase Agreement (this “Agreement”) dated as Common Warrant Exhibit B Form of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesPre-Funded Warrant Exhibit C

Address for Notice. 00000 Xxxxxxxxxxxx Xx., Xxx 000, Xxxx Xxxxxx, XX 00000 Email: xxxxxx@xxxxxx.xxx By:__________________________________________ : Name: Xxx Xxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): FaxXxxxxxxxx Xxxx Xxxxxxx Carmel LLP 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, New York 10036 Telephone: (000) 000-0000 E-mail: xxxx@xxxx.xxx Attention: Xxxx Xxx, Esq. [PURCHASER SIGNATURE PAGES PAGE TO MDGS ATIF HOLDINGS LIMITED SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): see above Facsimile Number: Subscription Amount: $_________________ SharesNumber of Ordinary Shares be issued with a customary securities law legend: _________________ Warrant SharesSubscription Date: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered Exhibit A ACCREDITED INVESTOR QUESTIONNAIRE The Purchaser warrants and represents to you pursuant to Article III the Company that he/she qualifies as an “accredited investor,” as such term is defined in Rule 501(a) of that certain Regulation D under the Securities Purchase Agreement (this “Agreement”) dated Act of 1933, as of June __, 2014, between Medigus Ltd., an Israeli company amended (the “CompanySecurities Act”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part by virtue of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions fact that the Purchaser meets the following criteria at the time of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties sale of the Company except and Securities to the extent provided in Purchaser (Purchaser must initial the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiariescategories below):

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS DFFN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: ____________________ Lesser of maximum amount permitted pursuant to Section 2.1 and the limitation on Beneficial Ownership and $____________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered (for purposes of clarity, the amount set forth on the immediately above line of this signature page is included in such Purchaser’s “Subscription Amount” for purposes of this Agreement and the Transaction Documents) ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS UEC SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ¨ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:: ____________________________________ Name: Con Unerkov Title: Chief Executive Officer By:_____________________________________ Name: Cxxxx Xx Title: With a copy to (which shall not constitute notice): Chief Financial Officer and Joint Company Secretary E-Mail: Fax: [PURCHASER SIGNATURE PAGES TO MDGS INTEGRATED MEDIA TECHNOLOGY LIMITED SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Gold Bull Capital Co., Ltd Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ 2,205,000 Number of Shares: _________________ Warrant Shares: __________________ 700,000 EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Annex A Closing Statement Pursuant to that certain Securities Purchase Agreement (this “Agreement”) , dated as of June __July 6, 20142021, between Medigus Ltd.Integrated Media Technology Limited, an Israeli company Australian corporation (the “Company”), and each purchaser identified on the signature pages purchasers signatory thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule the Purchasers shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties purchase ordinary shares of the Company except and to (the extent provided “Shares”) for an aggregate subscription amount of $2,205,000 of Shares. All funds shall be disbursed in the Agreementaccordance with this Closing Statement. The inclusion of any item in any Disclosure Schedule shall not be deemed Initial Disbursement Date: July 6, 2021 PURCHASE PRICE Gross proceeds to be an admission by the Company that such item is material to the businessreceived on initial disbursement date (July 7, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport 2021): Gross proceeds to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified received on second disbursement date in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesJuly 2021: Gross proceeds to be received on third disbursement date in July 2021 $205,000 $1,000,000 $1,000,000 Total gross proceeds: $2,205,000 WIRE INSTRUCTIONS: Integrated Media Technology Limited Bank Name: Bank Address: Bank BSB #: Beneficiary Name: Beneficiary Address: Swift Code #: Bank Account #:

Address for Notice. The Circle 6 8058 Zurich, Switzerland By:__________________________________________ : Name: Xxxxxxxxx Xxxxx E-Mail: xx@xxx-xxxxxx.xxx Title: Chief Executive Officer Fax: With a copy to (which shall not constitute notice): FaxXxxxxxxx & Worcester LLP 1633 Broadway New York, NY 10019 Attention: Xxx Xxx-Xxxxxx Telephone: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxxx.xxx [PURCHASER SIGNATURE PAGES TO MDGS NLS PHARMACEUTICS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: _____________________________________________________________ Signature of Authorized Signatory of Purchaser: _______________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: :______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants and Pre-Funded Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Pre-Funded Warrant Shares: ___________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Warrant Shares: __________________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ : Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS DFFN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: ____________________ Lesser of maximum amount permitted pursuant to Section 2.1 and the limitation on Beneficial Ownership and $____________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered (for purposes of clarity, the amount set forth on the immediately above line of this signature page is included in such Purchaser’s “Subscription Amount” for purposes of this Agreement and the Transaction Documents) ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): E-Mail: Fax: [PURCHASER SIGNATURE PAGES TO MDGS TOMZ SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: ____:_________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other sectionparty on the Closing Date. SCHEDULE D · Dr. Xxxxxx Xxxxx, subsectionCEO and Chair · Xxxx Xxxxxxxx, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contractCFO · Xxxxxx Xxxxx, leaseCOO · Xxxxxx Xxxxxxx, agreement or other disclosure item have been summarized or described in a Disclosure ScheduleDirector · Xxxxx Xxxxxxxx, such summary or description does not purport to be a complete statement of the material terms of such contractDirector · Boh Soon Lim, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesDirector

Address for Notice. By:__________________________________________ : /s/ Liron Carmel E-mail: Name: Liron Carmel Title: CEO With a copy to (which shall not constitute notice): FaxALGOMIZER LTD. Address for Notice: [PURCHASER SIGNATURE PAGES By: /s/ Xxxx Band /s/ Xxxxxx Xxxxx E-mail: Name: Xxxx Band, Xxxxxx Xxxxx Title: CEO, CFO With a copy to (which shall not constitute notice): LINKURY LTD. Address for Notice: By: /s/ Xxxx Band /s/ Xxxxxx Xxxxx E-mail: Name: Xxxx Band, Xxxxxx Xxxxx Title: Chairman, CFO With a copy to (which shall not constitute notice): Exhibit A THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS OF ANY JURISDICTION INCLUDING THE ISRAELI SECURITIES LAW, 5728-1968 (THE “SECURITIES LAW”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. Dated September 3, 2019 WARRANT TO MDGS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOFSHARES OF ALGOMIZER LTD. This certifies that Medigus Ltd. or its permitted assigns (the "Holder") is entitled, subject to the terms set forth below, to purchase from Algomizer Ltd., an Israeli company (the "Company"), the undersigned have caused number of Warrant Shares (as defined below) specified herein, upon: (a) surrender of this Securities Warrant; (b) delivery of the Notice of Exercise, substantially in the form annexed hereto, duly completed and executed on behalf of the Holder; and (c) simultaneous payment therefore of the Exercise Price as set forth in Section 2 below. The number and Exercise Price of Warrant Shares are subject to adjustment as provided below. This Warrant is granted to the Holder in connection with and pursuant to that certain Share Purchase Agreement to be duly executed by their respective authorized signatories as of between the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) Company and the Holder, dated as of June __, 2014, between Medigus Ltd., an Israeli company 2019 (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”"SPA"). Unless Capitalized terms used and not otherwise defined herein, any capitalized term used in a Disclosure Schedule herein shall have the same meaning assigned to such term meanings set forth in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiariescertain SPA.

Address for Notice. By:__________________________________________ : /s/ Xxxx X’ Xxxxxx 0000 Xxxxx Xxx., Suite 100 Name: Xxxx X’Xxxxxx Xxxxxxxx, CA 92008 Title: Chief Executive Officer Email: xxxxxxxx@xxxxxxxxxxx.xxx With a copy to (which shall not constitute notice): FaxXxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP 000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attn: Xxxx Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES PAES TO MDGS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, if this signature page is accepted and agreed to Article III by the Company, by checking this box (i) the obligations of that certain Securities Purchase the above-signed to purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph party on the Closing Date. EXHIBIT A Form of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesWarrant [Included as Exhibit 4.1]

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): xxxxx@xxxxxxx.xxx Fax: 000-000-0000 E-mail: xxxxxxxx@xxxxxxx.xxx [PURCHASER SIGNATURE PAGES TO MDGS NOVABAY PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: E-mail: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ USD Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] SCHEDULE I Purchasers Name and Address Shares of Common Stock Warrants Subscription Price China Kington Investment Co Ltd BING (XXXX) WU Executive Director 5/F Far East Consortium Xxxxxxxx 000 Xxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxx Xxxxxx00@xxxxx.xxx 10,793,648 5,396,825 $6,800,000 Xx. Xxxx Xxxxx 100,000 50,000 $63,000 38 DISCLOSURE SCHEDULES These Disclosure Schedules are delivered SCHEDULE 3.1(g) Pursuant to you pursuant to Article III of that the certain Securities Purchase Agreement dated March 3, 2014, by and between the Company and each of the Purchasers signatory thereto, until March 3, 2016 such Purchasers have a pre-emptive right to purchase up to one-third of any securities the Company sells or issues. 39 DISCLOSURE SCHEDULE 3.1(t) Pursuant to that certain Engagement Letter (this the “AgreementEngagement Letter”) by and between the Company and Maxim Group LLC (“Maxim”) dated February 4, 2015, if any investors introduced by Maxim to the Company during the Company’s private financing that closed on March 6, 2015 participate in a financing during the six-month period following the termination of the Engagement Letter, the Company is obligated to compensate Maxim according to the terms of the Engagement Letter. DISCLOSURE SCHEDULE 3.1(x) On April 28, 2015, NovaBay Pharmaceuticals, Inc. received a letter from the NYSE MKT LLC notifying NovaBay that its stockholders equity, as of June __December 31, 2014, between Medigus Ltd., an Israeli company is below the minimum requirements of Sections 1003(a)(ii) and (iii) of the NYSE MKT Company Guide (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “PurchasersCompany Guide”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesEXHIBIT A Registration Rights Agreement 41 EXHIBIT B Warrant

Address for Notice. By:____________________________________________________________________________ Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): Fax000 Xxxxxx Xxxxx Blvd., Marlborough, Massachusetts 01752E-mail: Xxxxx.Xxxxxxxx@xxxxxx.xxx White & Case LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxx.xxx SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS RWLK SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Pre-Funded Warrant Shares: ________________ Ordinary Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of that certain Securities Purchase the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (this but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AgreementSECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) dated as of June UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ORDINARY SHARE PURCHASE WARRANT REWALK ROBOTICS LTD. Warrant Shares: _______ Initial Exercise Date: September [__, 20142021 Issue Date: September [__, between Medigus 2021 THIS ORDINARY SHARE PURCHASE WARRANT (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”) and on or prior to 5:00 p.m. (New York City time) on [__, ]1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ReWalk Robotics Ltd., an Israeli company (the “Company”), and each purchaser identified on up to ______ Ordinary Shares, NIS 0.25 par value (the signature pages thereto “Ordinary Share(s)”) (each, including its successors and assigns, a “Purchaser” and collectivelyas subject to adjustment hereunder, the “PurchasersWarrant Shares”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule The purchase price of one Ordinary Share under this Warrant shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and equal to the extent provided Exercise Price, as defined in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assetsSection 2(b), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Email: Fax: [PURCHASER SIGNATURE PAGES TO MDGS FTEK SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] 39 FUEL TECH, INC. DISCLOSURE SCHEDULES These SCHEDULE This document is the “Disclosure Schedules are delivered Schedule” referred to you pursuant to Article III in, and is dated as of the date of, that certain Securities Purchase Agreement (this the “AgreementSPA”) ), dated as of June __February 11, 20142021 between Fuel Tech, between Medigus Ltd.Inc., an Israeli company a Delaware corporation (the “Company”), ) and each purchaser identified on the signature pages thereto set forth therein (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise Capitalized terms used but not defined herein, any capitalized term used in a this Disclosure Schedule shall have the same meaning meanings assigned to such term terms in the AgreementSPA, unless the context otherwise requires. The following disclosures are an integral part Each of the Agreement. These schedules included within this Disclosure Schedules are Schedule is qualified in their its entirety by reference to the specific provisions provision of the Agreement, and are not intended SPA to constitute, and shall not be construed as constituting, representations or warranties which such schedule relates. Section headings have been placed on the sections of this Disclosure Schedule for convenience of the Company except and to the extent provided in the Agreementparties only; such headings shall be given no substantive or interpretative effect. The inclusion Disclosure of any item fact in any this Disclosure Schedule shall not in reference to a particular section of the SPA shall, should the existence of the fact or item by relevant to any other section of the SPA, be deemed to be an admission by the Company disclosed with respect to that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition other section whether or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and specific cross reference appears to the extent that the content or context of such disclosure makes it fact disclosed is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section. SCHEDULE 3.1(I) Material Changes; Undisclosed Events, subsectionLiabilities or Developments On April 17, paragraph or subparagraph 2020, the Company received $1,556 in loan proceeds from the Paycheck Protection Program (the “PPP”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan was evidenced by a promissory note of the Disclosure SchedulesCompany dated April 15, 2020 (the “Note”) in the principal amount of $1,556,000 issued to BMO Hxxxxx Bank N.A. (the “Bank”), the lender. Where On January 11, 2021, the terms Company received a notice from the Bank that the full principal amount of a contract, lease, agreement or other disclosure item the PPP Loan and the accrued interest have been summarized or described forgiven. . SCHEDULE 3.1(J) Litigation On January 19, 2021 the Company’s Italian subsidiary, Fuel Tech, S.r.L., was served with an order of payment from one of its subcontractors in a Disclosure Schedulethe amount of € 31,831. The subcontractor performed certain services for the Company in connection with the Company’s sale of clean tech equipment to Enel S.p.A for an electric generation plant located in Brindisi, such summary or description does not purport Italy. The Company believes the claim to be a complete statement of the material terms of such contractwithout merit and intends to file an opposition brief by March 1, lease, agreement or other disclosure item 2021. SCHEDULE 3.1(R) Transactions with Affiliates and such summaries are qualified in their entirety by the specific terms of such agreements or documentsEmployees None. Schedule 3.1(a) SubsidiariesSCHEDULE 3.1(X)

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [ADD] [PURCHASER SIGNATURE PAGES TO MDGS MDXV SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ : Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS DFFN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: ____________________ Lesser of maximum amount permitted pursuant to Section 2.1 and the limitation on Beneficial Ownership and $____________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered (for purposes of clarity, the amount set forth on the immediately above line of this signature page is included in such Purchaser’s “Subscription Amount” for purposes of this Agreement and the Transaction Documents) ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS BLRX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: __________________________________________________________ Signature of Authorized Signatory of Purchaser: ____________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _:_____________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. 8 Guang An Da Xxx Xx Xxx Xxxx Xxxx 1216 Xxxxx An Qu Shijiazhuang City, P.R. China 050000 By:__________________________________________ : /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer With a copy to (which shall not constitute notice): Fax: 00-0000-00000000 E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx Xxxxxx Xxxxxx, Esq. 00 Xxxxxxxx Xxxx Xxxxxxxxx, NY 10533 Fax: 000-000-0000 E-mail: xxxxxxxxxxxx@xxxxxxxxx.xxx [PURCHASER SIGNATURE PAGES TO MDGS AXN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain AOXING PHARMACEUTICAL COMPANY, INC. Securities Purchase Agreement (this “Agreement”) dated as of June __September 24, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure 2015 DISCLOSURE SCHEDULES Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS CHEK SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DWAC for Shares: Ordinary Unit Subscription Amount: $_________________ Ordinary Units: _________________ Shares: ____________________ Series D Warrant Shares: __________________ Pre-Funded Unit Subscription Amount: $_____________ Pre-Funded Units: __________________ Pre-Funded Warrant Shares: ______________ Series D Warrants: _________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS PHIO SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ : /s/ Dx. Xxxxxx Xxxxx One Grand Central Plaza Name: Dx. Xxxxxx Xxxxx Suite 4600 Title: Chairman and Chief Executive Officer Nxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 With a copy to (which shall not constitute notice): FaxFacsimilie: (000) 000-0000 e-mail: lx@xxxxxx.xxx hxxx@xxxxxx.xxx and Gxxxxxxxx Txxxxxx, LLP Suite 1000 1000 Xxxxxx Xxxxxxxxx XxXxxx, Xxxxxxxx 22102 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Mxxx X. Xxxxxxx, Esq. wxxxxxxx@xxxxx.xxx) [PURCHASER SIGNATURE PAGES TO MDGS PAVMED SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________________________ Signature of Authorized Signatory of Purchaser: _________________________________________________ Name of Authorized Signatory: ___________________________________________________________________ Title of Authorized Signatory: ____________________________________________________________________ Email Address of Authorized Signatory: ____________________________________________________________ Facsimile Number of Authorized Signatory: _________________________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Exhibit E Disclosure Schedules are delivered SCHEDULE 3.1(a) PAVmed SPARCC, Inc. PAVmed Subsidiary Corp. SCHEDULE 3.1(g) The Company has issued 53,000 unit purchase options to you pursuant assignees of its underwriter in its initial public offering that provide a right to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term participate in the registration statement to be filed under the Registration Rights Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, SCHEDULE 3.1(t) Demand and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and piggyback registration rights have been granted to the extent provided in the Agreement. The inclusion holders of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or unit purchase options described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries3.1(g).

Address for Notice. By:__________________________________________ : Fax: (000) 000-0000 Name: Xxxxxxxx Xxxxxxxxxx E-mail: xxx@xxxx.xxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): Xxxxx Xxxxxxxxx Xxxxxxxxx Traurig, LLP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxx.xxx [PURCHASER SIGNATURE PAGES TO MDGS HMNY SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: _____________________________________________________________ Signature of Authorized Signatory of Purchaser: :_______________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Common Unit Subscription Amount: $_______________________ Common Units: _________________ Shares: _________________ Warrant Shares: __________________ EIN NumberSeries C Warrant Shares: ________________________ [SIGNATURE PAGES CONTINUE] Series D Warrant Shares: ________________________ Series E Warrant Shares: ________________________ Pre-Funded Unit Subscription Amount: $____________ Pre-Funded Units: __________________ Pre-Funded Warrant Shares: ______________ EIN Number:____________________________ ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. DISCLOSURE SCHEDULES TO THE SECURITIES PURCHASE AGREEMENT These Disclosure Schedules are being delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __by Helios and Xxxxxxxx Analytics Inc., 2014, between Medigus Ltd., an Israeli company a Delaware corporation (the “Company”), and to each purchaser identified on the signature pages thereto to that certain Securities Purchase Agreement, dated January 15, 2019 (each, including its successors and assigns, a “Purchaser” and collectivelyas may be amended from time to time, the “PurchasersAgreement”). Unless otherwise Capitalized terms used herein, but not defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided respective meanings ascribed thereto in the Agreement. The inclusion of any item information in any these Disclosure Schedule Schedules shall not be deemed to be an admission or evidence of the materiality of such information, nor shall it establish a standard of materiality for any purpose whatsoever. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Company Agreement to be disclosed in these Disclosure Schedules. Neither the specification of any dollar amount in the representations and warranties contained in the Agreement nor the inclusion of any specific item in these Disclosure Schedules is intended to imply that such item is material amounts, higher or lower amounts, the items so included or other items, are or are not material, and no party to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations Agreement shall use the fact of the Company setting of such amounts or its operations and the fact of the inclusion of any such item in these Disclosure Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter is or is not material, or may constitute an admission of any obligation event or liability condition which could be considered to any third partyhave a Material Adverse Effect. No disclosure in a these Disclosure Schedule Schedules relating to any possible or alleged breach or violation of any agreement, law or regulation contract shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a sectionIn disclosing the information in these Disclosure Schedules, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes each of the Company and its Subsidiaries expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. References in these Disclosure Schedules as and to the extent the content any contract or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable other agreement, whether or not binding, include references to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement ’s or other disclosure item have been summarized or described in a Disclosure Scheduleagreement’s exhibits, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item annexes and such summaries are qualified in their entirety by the specific terms of such agreements or documentsschedules. Schedule 3.1(a) Subsidiaries

Address for Notice. By:__________________________________________ Name: Title: With a copy copies to (which shall not constitute notice): FaxMeitar Law Offices 16 Abba Hillel Road Ramat Gan 5250608 Israel Attn.: xxxxxx@xxxxxx.xxx, xxxxxxxx@xxxxxx.xxx Xxxxxxxx & Worcester LLP 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Email: xxxxxxxx@xxxxxxxxxxx.xxx Attn: Oded Har-Even 00 Xxx Xxxxxxxxx Street, Park Rehovot, Rehovot P.O.B 4173, Xxxx Xxxxx, 7414002, Israel Attn: [PURCHASER SIGNATURE PAGES TO MDGS EVOGENE SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ Exhibit A Form of Warrant PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT EVOGENE LTD. Warrant Shares: [SIGNATURE PAGES CONTINUE____] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement Initial Exercise Date: [____] THIS PRE-FUNDED ORDIINARY SHARES PURCHASE WARRANT (this the “AgreementWarrant”) dated as of June certifies that, for value received, [_____], 2014or its assigns (the “Holder”) is entitled, between Medigus 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”) but not thereafter, to subscribe for and purchase from Evogene Ltd., an Israeli a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on up to [____] ordinary shares par value NIS 0.02 per share (the signature pages thereto “Ordinary Shares”) (each, including its successors and assigns, a “Purchaser” and collectivelyas subject to adjustment hereunder, the “PurchasersWarrant Shares”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement) of Ordinary Shares. The following disclosures are an integral part purchase price of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and one Ordinary Share under this Warrant shall not be construed as constituting, representations or warranties of the Company except and equal to the extent provided Exercise Price, as defined in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assetsSection 2(b), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries.

Address for Notice. By:Tel: Tel: Fax: Fax: Email: Email: EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxxxx Re: Ener-Core, Inc. Ladies and Gentlemen: [We are][I am] counsel to Ener-Core, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of December 30, 2015 (the “Securities Purchase Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement, collectively, the “Common Shares”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares issuable pursuant to the Securities Purchase Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 201__, the Company filed a Registration Statement on Form S-__ (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities that names each of the Holders as a selling shareholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the Common Shares are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of Common Shares to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated ______, 201_______________________ Name: Title: With a copy to (which shall not constitute notice): Fax: . Very truly yours, [PURCHASER SIGNATURE PAGES TO MDGS SECURITIES PURCHASE AGREEMENTISSUER’S COUNSEL] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesBy:

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS CHEK SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: ____:_________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Ordinary Warrant Shares: __________________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% Pre-Funded Warrant Shares: _________________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:: __________________________________________ E-mail: xxxxxx@xxxxxxxxx.xxx Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS IGXT SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE[ ] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. Xxx Xxxxxx 0 0000 Xxxxxx, Xxxxxxxxxxx By:__________________________________________ : /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx E-Mail: xx@xxx-xxxxxx.xxx Title: Chief Executive Officer Fax: With a copy to (which shall not constitute notice): FaxXxxxxxxx & Worcester LLP 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxx-Xxxxxx Telephone: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxxx.xxx [PURCHASER SIGNATURE PAGES TO MDGS NLS PHARMACEUTICS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: _____________________________________________________________ Signature of Authorized Signatory of Purchaser: _______________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: :______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants and Pre-Funded Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Pre-Funded Warrant Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion of Closing shall occur on April 25, 2022 and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: [PURCHASER SIGNATURE PAGES TO MDGS PHIO SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Disclosure Schedules are delivered to you This Disclosure Schedule is made and given pursuant to Article III 3 of that certain the Securities Purchase Agreement Agreement, dated as of March 31, 2020 (this the “Agreement”) dated as of June __, 2014), between Medigus Ltd.Phio Pharmaceuticals Corp., an Israeli company a Delaware corporation (the “Company”), and each purchaser identified the Purchasers listed on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)thereto. Unless otherwise All capitalized terms used but not defined herein, any capitalized term used in a Disclosure Schedule herein shall have the same meaning assigned meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to such term the section numbers of the representations and warranties in the Agreement. The following disclosures are an integral part of the Agreement. These Nothing in this Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not is intended to constitute, and shall not be construed as constituting, representations broaden the scope of any representation or warranties of the Company except and to the extent provided warranty contained in the AgreementAgreement or to create any covenant. The inclusion Inclusion of any item in any this Disclosure Schedule shall Schedules (1) does not be deemed to be an admission by the Company represent a determination that such item is material to or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, assets (including intangible assets)3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, liabilitiesand (4) shall not constitute, capitalizationor be deemed to be, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third partyparty concerning such item. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the This Disclosure Schedules as includes brief descriptions or summaries of certain agreements and to the extent the content or context instruments, copies of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries which are qualified in their entirety by the specific terms of such agreements or documentsavailable upon reasonable request. Schedule 3.1(a) SubsidiariesMirImmune, LLC Schedule 3.1(g) Common outstanding: 2,867,851 Non-affiliate Common outstanding: 2,833,500 Schedule 3.1(i) None. Schedule 3.1(r) None Schedule 3.1(v) Registration Rights Agreement, dated August 8, 2017, by and between the Company and Lincoln Park Capital Fund, LLC. Registration Rights Agreement, dated August 7, 2019, by and between the Company and Lincoln Park Capital Fund, LLC. Schedule 3.1(aa) None. Schedule 4.7 Not applicable. The Company will be using the proceeds for working capital purposes.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS RDHL SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Pre-Funded Warrants to Purchaser (if not same as address for notice): DWAC for ADSs: Subscription Amount: $_________________ SharesADSs: _________________ Pre-Funded Warrant SharesADSs: ____________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% Ordinary Warrant ADSs: __________________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS VPCO SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) dated is made and entered into as of June [_________ __, 20142015, between Medigus Ltd.Vapor Corp., an Israeli company a Delaware corporation (the “Company”), and each purchaser identified on of the signature pages thereto several purchasers signatory hereto (each, including its successors and assignseach such purchaser, a “Purchaser” and and, collectively, the “Purchasers”). Unless otherwise defined hereinThis Agreement is made pursuant to the Securities Purchase Agreement, any capitalized term used in a Disclosure Schedule shall have dated as of the same meaning assigned to such term in date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, Company and are not intended to constitute, and shall not be construed each Purchaser hereby agrees as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiariesfollows:

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: SIGNATURE PAGE FOR PURCHASER FOLLOWS] 29 [PURCHASER SIGNATURE PAGES TO MDGS PMCB SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: ____:_________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant SharesPre-Funded Warrants: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99% Series A Warrant: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99% EIN Number: _______________________ o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III 31 Exhibit A-1 Form of that certain Securities Purchase Agreement (this “Agreement”) dated as Pre-Funded Warrant 32 Exhibit A-2 Form of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesSeries A Warrant

Address for Notice. Communication Center Xxxx Xxxx, Israel, 908500 Attention: Xxxxxx Xxxxxx-Xxxxx Email: Xxxxxx.xx@xxxxx.xxxxxx By:__________________________________________ : Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrant Shares to the Purchaser (if not same as address for notice): DWAC for Ordinary Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Ordinary Shares: ___________________ Warrant Shares underlying the Warrants: ________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph party on the Closing Date. Exhibit A Form of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesWarrant (See Attached)

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: E-mail: SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO MDGS CHEK SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ Beneficial Ownership Blocker □ 4.99% or □ 9.99% EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered □ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) SubsidiariesClosing Date.