Common use of Transactions at the Initial Closing Clause in Contracts

Transactions at the Initial Closing. At the Initial Closing Date, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to the Investors the following documents or cause the following actions to be completed: 2.2.1.1. A true and correct copy of the written consent of the Company’s Board, in the form attached hereto as Exhibit ‎2.2.1.1 approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance of the Purchased Shares to the Investors against payment of the Investment Amount; and (iii) the issuance of the Purchased Shares Consideration to Medigus for the Medigus Shares Consideration. 2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”), in the form attached hereto as Exhibit ‎2.2.1.2; (iii) the issuance of the Purchased Shares; and (iv) the issuance of the Purchased Shares Consideration. 2.2.1.3. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified in Section ‎5 of this Agreement have been fulfilled, in the form attached hereto as Exhibit ‎2.2.1.3; 2.2.1.4. Reserved; 2.2.1.5. A copy of a duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16. 2.2.1.6. A copy of the employment agreements between the Company and each of (i) Xxxx Xxxxxxxx (CEO), and (ii) Xxxxx Xxxxxx (CFO), in the forms attached hereto as Exhibit ‎2.2.1.6(i) and Exhibit ‎2.2.1.6(ii). 2.2.1.7. Information Rights Letter issued to Medigus, dated as of the Initial Closing Date, duly executed by the Company, in the form attached hereto as Exhibit ‎2.2.1.7. 2.2.2. The Investors shall deliver to the Company the following documents or cause the following actions to be completed: 2.2.2.1. The Indemnification Agreements with the director(s) appointed by the Investors, duly executed by such directors; 2.2.2.2. Any identification documents reasonably required for the purpose of making the filings required with the Israeli Registrar of Companies. 2.2.2.3. Each Investor shall cause the transfer of its respective portion of the Investment Amount to the Company, by wire transfer. The wire transfer will be made in US Dollars to the bank accounts designated in writing by the Company. 2.2.2.4. Resolution of Medigus' Board of Directors approving the issuance of the Medigus Shares Consideration to the Company.

Transactions at the Initial Closing. At the Initial Closing DateClosing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to issue the Investors the following documents or cause the following actions to be completed: 2.2.1.1. A true and correct copy of the written consent of the Company’s Board, in the form attached hereto as Exhibit ‎2.2.1.1 approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance of the Initial Purchased Shares to the Investors against payment of the Investment Amount; and (iii) the issuance of the Purchased Shares Consideration to Medigus for the Medigus Shares Consideration. 2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the CompanyInitial Investors, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”), in the form attached hereto as Exhibit ‎2.2.1.2; (iii) the issuance of the Purchased Shares; and (iv) the issuance of the Purchased Shares Consideration. 2.2.1.3. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified provided in Section ‎5 of this Agreement have been fulfilled, in the form attached hereto as Exhibit ‎2.2.1.3; 2.2.1.4. Reserved; 2.2.1.5. A copy of a duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16. 2.2.1.6. A copy of the employment agreements between the Company and each of (i) Xxxx Xxxxxxxx (CEO), and (ii) Xxxxx Xxxxxx (CFO), in the forms attached hereto as Exhibit ‎2.2.1.6(i) and Exhibit ‎2.2.1.6(ii). 2.2.1.7. Information Rights Letter issued to Medigus, dated as of the Initial Closing Date, duly executed by the Company, in the form attached hereto as Exhibit ‎2.2.1.71.1 hereof. 2.2.2. The Investors Company shall deliver to the Company Initial Investors the following documents or cause the following actions to be completed: 2.2.2.1. The Indemnification Agreements Copies of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the Existing Articles have been replaced with the director(sAmended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) appointed by (the Investors“Amended Articles”), duly executed by such directors(ii) the shareholders of the Company shall have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved; 2.2.2.2. Any identification documents reasonably required for Copies of minutes of the purpose resolutions of making the filings required with Board of Directors of the Israeli Registrar Company (the “Board”), in the form attached hereto as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of Companies.the Initial Purchased Shares to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents; 2.2.2.3. Each Investor shall cause Validly executed share certificates representing the transfer of its respective portion Initial Purchased Shares, issued in the names of the Investment Amount Initial Investors, in the form attached hereto as Schedules 2.2.2.3; 2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Company, by wire transfer. The wire transfer will be made Initial Investors in US Dollars to the bank accounts designated in writing by Shareholders Register of the Company. 2.2.2.42.2.3. Resolution of Medigus' Board of Directors approving The Initial Investors shall, severally and not jointly, cause the issuance transfer to the Company of the Medigus Shares Consideration applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing. 2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “XXX”). 2.2.5. Each Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings").

Transactions at the Initial Closing. At the Initial Closing DateClosing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.12.3.1. The Company shall issue the Initial Closing Shares to the Investor, as provided in Section 1.1 hereof. 2.3.2. The Company shall deliver to the Investors Investor the following documents or cause the following actions to be completed: 2.2.1.12.3.2.1. A true True and correct copy copies of the written consent resolutions of the Company’s shareholders, in the form attached hereto as Schedule 2.3.2.1(A), by which, among other things, (i) the share capital of the Company shall have been reclassified and modified to create the new series of Preferred Shares and the Articles of Association of the Company have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.3.2.1(B) (the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive, anti-dilution rights or similar rights in connection with the issuance of the Shares, Warrant and Warrant Shares, (iii) this Agreement, the Investors’ Rights Agreement (as defined below) and all other Transaction Documents (as defined below), and the issuance of the Shares, the Warrants and Warrant Shares to the Investor shall have been approved, (iv) immediately prior to the Initial Closing an amount of 7,754 of the Company’s Ordinary Shares, each having a nominal value of NIS 0.01 (“Ordinary Shares”) shall have been reserved for issuance upon the exercise of options to purchase Ordinary Shares granted or to be granted to employees, directors and consultants of the Company under the Company’s employee stock ownership plan (“ESOP”) or other similar arrangements (the “Pool”) of which (a) 5,355 Ordinary Shares have been promised or otherwise allocated; and (b) 2,399 Ordinary Shares, which shall constitute, assuming the investment in the Company of the Initial Investment Amount and the entire Milestone Investment Amount, four percent (4%) of the Company’s outstanding share capital on a Fully Diluted Basis, shall be free for future issuance of Ordinary Shares to employees, directors and consultants of the Company (the “Un-Allocated Pool”), (v) the Indemnification Agreements (as defined below) to be entered with each member of the Board of Directors shall have been approved, and (vi) the shareholders of the Company shall have agreed to a market stand-off period of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an “IPO”); 2.3.2.2. True and correct copies of resolutions of the Board, in the form attached hereto as Exhibit ‎2.2.1.1 approvingSchedule 2.3.2.2, inter alia: by which the Company’s Board (i) approves the entering intoissuance and the sale of the Shares, executionWarrant and Warrant Shares to the Investor and reserving a sufficient number of Ordinary Shares to be issued upon conversion of the Shares and Warrant Shares, delivery and performance of (ii) recommends to the Company’s shareholders to adopt the Amended Articles, (iii) approves this Agreement, including any exhibitsthe Investors’ Rights Agreement and all other Transaction Documents, schedules and ancillary documents hereto and approving all (iv) approves the transactions contemplated herein, therein and thereby; (ii) the issuance reservation of the Purchased Shares Pool, and (v) approves the entry into the Indemnification Agreements to be entered into by the Investors against payment Company with each member of the Investment Amount; and (iii) Board of Directors; 2.3.2.3. A validly executed share certificate representing the issuance Initial Closing Shares, issued in the name of the Purchased Shares Consideration to Medigus for the Medigus Shares Consideration. 2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”)Investor, in the form attached hereto as Exhibit ‎2.2.1.2; (iii) the issuance Schedules 2.3.2.3; 2.3.2.4. An opinion of the Purchased Shares; and (iv) the issuance of the Purchased Shares Consideration. 2.2.1.3. A certificate signed by the Chief Executive Officer of counsel to the Company stating that the conditions specified in Section ‎5 of this Agreement have been fulfilled, in the form attached hereto as Exhibit ‎2.2.1.3; 2.2.1.4. Reserved; 2.2.1.5. A copy of a duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16. 2.2.1.6. A copy of the employment agreements between the Company and each of (i) Xxxx Xxxxxxxx (CEO), and (ii) Xxxxx Xxxxxx (CFO), in the forms attached hereto as Exhibit ‎2.2.1.6(i) and Exhibit ‎2.2.1.6(ii). 2.2.1.7. Information Rights Letter issued to Medigus, dated as of the Initial Closing Date, in the form attached hereto as Schedule 2.3.2.4; 2.3.2.5. Director indemnification agreements with all of the Company’s directors (including the Preferred A Director as such term is defined in the Amended Articles) duly executed and approved by the Company, in the form attached hereto as Exhibit ‎2.2.1.7Schedule 2.3.2.5, and dated as of the Initial Closing (the “Indemnification Agreement”); 2.3.2.6. A certificate duly executed by the chief executive officer of the Company, dated as of the Initial Closing Date, in the form attached hereto as Schedule 2.3.2.6; 2.3.2.7. The Company shall register the allotment of the Initial Closing Shares to the Investor in the Shareholders Register of the Company, which shall be in the form attached hereto as Schedule 2.3.2.7; and 2.3.2.8. The Company shall register the appointment of the Preferred A Director in the Directors Register of the Company, which shall be in the form attached hereto as Schedule 2.3.2.8. 2.2.22.3.2.9. The Investors Company shall deliver to the Company Investor a Warrant to acquire up to that number of Warrant Shares equals to the following documents or cause quotient determined by dividing (x) twenty five percent (25%) of the following actions to be completed:Initial Investment Amount by (y) the Price Per Share. 2.2.2.12.3.3. The Indemnification Agreements with the director(s) appointed by the Investors, duly executed by such directors; 2.2.2.2. Any identification documents reasonably required for the purpose of making the filings required with the Israeli Registrar of Companies. 2.2.2.3. Each Investor shall cause the transfer of its respective portion to the Company of the Initial Investment Amount in consideration of the Initial Closing Shares, by wire transfer to the Company, by wire transfer’s account as set forth in Schedule 2.3.3 hereof. 2.3.4. The wire transfer will be made Company and the Investor shall execute and deliver the Investors’ Rights Agreement in US Dollars the form attached hereto as Schedule 2.3.4 (the “Investors’ Rights Agreement”). 2.3.5. Within seven (7) days following the Initial Closing, the Company shall deliver to the bank accounts designated in writing by Israeli Registrar of Companies the applicable reports with respect to the issuance and sale of the Initial Closing Shares, the reclassification of the Company. 2.2.2.4. Resolution ’s share capital and creation of Medigus' Board a new class of Directors approving Preferred Shares and the issuance appointment of the Medigus Shares Consideration new members to the CompanyBoard and the adoption of the Amended Articles.

Transactions at the Initial Closing. At the Initial Closing DateClosing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to issue the Investors the following documents or cause the following actions to be completed: 2.2.1.1. A true and correct copy of the written consent of the Company’s Board, in the form attached hereto as Exhibit ‎2.2.1.1 approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance of the Initial Purchased Shares to the Investors against payment of the Investment Amount; and (iii) the issuance of the Purchased Shares Consideration to Medigus for the Medigus Shares Consideration. 2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the CompanyInitial Investors, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”), in the form attached hereto as Exhibit ‎2.2.1.2; (iii) the issuance of the Purchased Shares; and (iv) the issuance of the Purchased Shares Consideration. 2.2.1.3. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified provided in Section ‎5 of this Agreement have been fulfilled, in the form attached hereto as Exhibit ‎2.2.1.3; 2.2.1.4. Reserved; 2.2.1.5. A copy of a duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16. 2.2.1.6. A copy of the employment agreements between the Company and each of (i) Xxxx Xxxxxxxx (CEO), and (ii) Xxxxx Xxxxxx (CFO), in the forms attached hereto as Exhibit ‎2.2.1.6(i) and Exhibit ‎2.2.1.6(ii). 2.2.1.7. Information Rights Letter issued to Medigus, dated as of the Initial Closing Date, duly executed by the Company, in the form attached hereto as Exhibit ‎2.2.1.71.1 hereof. 2.2.2. The Investors Company shall deliver to the Company Initial Investors the following documents or cause the following actions to be completed: 2.2.2.1. The Indemnification Agreements Copies of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the Existing Articles have been replaced with the director(sAmended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) appointed by (the Investors“Amended Articles”), duly executed by such directors(ii) the shareholders of the Company shall have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved; 2.2.2.2. Any identification documents reasonably required for Copies of minutes of the purpose resolutions of making the filings required with Board of Directors of the Israeli Registrar Company (the “Board”), in the form attached hereto as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of Companies.the Initial Purchased Shares to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents; 2.2.2.3. Each Investor shall cause Validly executed share certificates representing the transfer of its respective portion Initial Purchased Shares, issued in the names of the Investment Amount Initial Investors, in the form attached hereto as Schedules 2.2.2.3; 2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Company, by wire transfer. The wire transfer will be made Initial Investors in US Dollars to the bank accounts designated in writing by Shareholders Register of the Company. 2.2.2.42.2.3. Resolution of Medigus' Board of Directors approving The Initial Investors shall, severally and not jointly, cause the issuance transfer to the Company of the Medigus Shares Consideration applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing. 2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “IXX”). 2.2.5. Each Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings").

Transactions at the Initial Closing. At the Initial Closing DateClosing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to the Investors Investor the following documents or cause the following actions to be completeddocuments: 2.2.1.1. (a) A true and correct copy of the unanimous written consent of the Company’s Board, in the form attached hereto as Exhibit ‎2.2.1.1 Schedule ‎2.2.1 ‎(a), approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto Agreement and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance and allotment of the Purchased Investors’ Shares to the Investors and the Additional Investors against payment of the Initial Investment Amount; and (iii) the issuance of the Purchased Investors’ Optional Shares Consideration (if and when applicable) to Medigus the Investors and/or Additional Investors against and subject to payment of the Second Investment Amount; (iv) the reservation of the ESOP Pool; and (v) the issuance of the Warrants, the issuance of the Ordinary Shares upon the exercise thereof and reserving share capital for the Medigus Shares ConsiderationWarrants. 2.2.1.2. (b) A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving in the form attached hereto as Schedule ‎2.2.1 ‎(b)(i), approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto Agreement and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance and allotment of the Investors’ Shares to the Investors and the Additional Investors against payment of the Initial Investment Amount; (iii) the issuance of the Investors’ Optional Shares (if and when applicable) to the Investors and/or Additional Investors against and subject to payment of the Second Investment Amount; (iv) the reservation of the ESOP Pool; (vi) the adoption of the Amended and Restated Articles of Association of the Company (the “Amended Articles”), in the form attached hereto as Exhibit ‎2.2.1.2Schedule ‎2.2.1 ‎(b)(ii); (iiivi) the increase of the authorized share capital of the Company; and (vi) the issuance of the Purchased Shares; and (iv) Warrants, the issuance of the Purchased Ordinary Shares Considerationupon the exercise thereof and reserving share capital for the Warrants. 2.2.1.3. A certificate signed (c) Validly executed share certificates in the Investors’ and Additional Investors’ names, evidencing the Investors’ Shares issued to and purchased by the Chief Executive Officer Investors and Additional Investors, in a form attached hereto as Schedule ‎2.2.1 ‎(c) (including on account of the automatically converted Investors Loan); (d) Validly executed Initial Warrants; (e) The Company’s shareholders register, in a form attached hereto as Schedule ‎2.2.1 ‎(d), evidencing the issuance of such Investors’ Shares to the Investors and conversion of Gershoni Loan; (f) An opinion of counsel to the Company stating that dated as of the conditions specified in Section ‎5 of this Agreement have been fulfilledInitial Closing Date, in the form attached hereto as Exhibit ‎2.2.1.3Schedule 2.2.1(f); 2.2.1.4. Reserved; 2.2.1.5. A copy of a (g) Certificates duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16. 2.2.1.6. A copy chief executive officer of the employment agreements between the Company and each of (i) Xxxx Xxxxxxxx (CEO), and (ii) Xxxxx Xxxxxx (CFO), in the forms attached hereto as Exhibit ‎2.2.1.6(i) and Exhibit ‎2.2.1.6(ii). 2.2.1.7. Information Rights Letter issued to MedigusFounders, dated as of the Initial Closing Date, in the forms attached hereto as Schedule 2.2.1(g)(i) and (ii) (the “Compliance Certificates”); (h) Executed copies of indemnity agreement with the persons appointed as a director of the Company in the form attached as Schedule 2.2.1(h) (the “Indemnification Agreements”); (i) A copy of a duly completed and executed notices to the Israeli Companies Registrar with regard to the: (i) adoption of the Amended Articles, including the increase of the authorized share capital of the Company; (ii) issuance of the Investors’ Shares, and (iii) changes to the Company’s Board, all in form and substance acceptable to Investors for immediate filing with the Registrar; (j) Waivers duly executed by each of the Company's shareholders waiving any and all preemptive rights, rights of first refusal, anti-dilution rights and any other participation or veto rights (whether under the current Articles of Association of the Company or any other agreement or under applicable law), if any, that they may have in connection with the issuance of the Purchased Shares, the grant of the Warrants and the exercise thereof, and the transactions contemplated hereunder, in the form attached hereto as Exhibit ‎2.2.1.7Schedule 2.2.1(j); (k) Gershoni's waiver of any payment by the Company on account of Gershoni Loan; (l) A copy of tax ruling issued by the Israeli Tax Authority under Section 104B of Israeli Income Tax Ordinance with regard to the transfer by Founders of the Intellectual Property (as defined below) to the Company, as well as the approval issued by the Israeli Tax Authority under Section 104A of Israeli Income Tax Ordinance and the regulations promulgated thereunder pursuant to which (i) the Company is deemed a ‘research and development’ company and (ii) the holdings of the controlling shareholders of the Company immediately prior to the Initial Closing may be diluted to 25% of the Company’s share capital; (m) Any third party consent required (if any) in connection with the transactions contemplated hereby, the issuance of the Purchased Shares and the grant of the Warrants. 2.2.2. The Investors Company and each of the Founders shall deliver to enter into an employment or services agreement in the Company the following documents or cause the following actions to be completed: 2.2.2.1. The Indemnification Agreements with the director(s) appointed by the Investors, duly executed by such directors; 2.2.2.2. Any identification documents reasonably required for the purpose of making the filings required with the Israeli Registrar of Companiesforms attached hereto as Schedule ‎2.2.2(i)-(iv). 2.2.2.32.2.3. Each Investor and Additional Investor shall cause the transfer to the Company of its his entire respective portion of the Initial Investment Amount paid in consideration for the Investors’ Shares being issued to the Companysaid Investor or Additional Investor, as more fully set forth in Schedule A, by wire transfer, banker’s check or such other form of payment as is mutually agreed by the Company and the Investors. The wire transfer (if so agreed) will be made in US Dollars to or New Israeli Shekels (in accordance with the bank accounts designated in writing representative rate of exchange published by the Company. 2.2.2.4. Resolution Bank of Medigus' Board of Directors approving Israel on the issuance of Business Day immediately preceding the Medigus Shares Consideration Initial Closing Date) to the Company’s bank account, the details of which will be provided to the Investors by the Company at least three (3) days prior to the Initial Closing Date. For the purpose hereof, “Business Day” shall mean a day, other than Friday, Saturday, Sunday or other day on which commercial banks in Tel-Aviv, Israel or the US are authorized or required by law to be closed.