Medigus Ltd. Sample Contracts

UNDERWRITING AGREEMENT between
Underwriting Agreement • May 22nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

The undersigned, Medigus Ltd., a company organized under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Medigus Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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MEDIGUS LTD. AND THE BANK OF NEW YORK MELLON
Deposit Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

DEPOSIT AGREEMENT dated as of __________, 2015 among MEDIGUS LTD., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 24, 2017, between Medigus Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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AMERICAN DEPOSITARY SHARES EACH REPRESENTING 20 ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE MEDIGUS LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

The undersigned, Medigus Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 1, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficia

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WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Medigus LTD.
Warrant Agreement • November 24th, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_______, 2017 [six months following the date hereof] (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from Medigus Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant the “Warrant

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 8th, 2016 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2016, between Medigus Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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EXHIBIT A Form of Pre-Funded Warrant Agreement PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MEDIGUS LTD.
Pre-Funded Warrant Agreement • May 22nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Medigus Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, par value NIS 1.00 per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 20 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).

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CO-PLACEMENT AGENCY AGREEMENT
Co-Placement Agency Agreement • September 8th, 2016 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • July 23rd, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of July 23, 2018, is between Medigus Ltd., an Israeli company (the “Company”), and Computershare, Inc., as warrant agent (the “Warrant Agent”).

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv

THIS AGREEMENT (the “Agreement”) is made on this 1st day of May, 2019 between Medigus Ltd., whose address is at Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel (the “Company”) and L.I.A. Pure Capital Ltd., whose address is at 20 Raoul Wallenberg Street, Tel Aviv 6971916, Israel (the “Consultant”). The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and Capital Point Ltd an Israeli corporation (the: "Capital") (Capital including its successors and assigns, the “Purchaser”).

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Medigus Ltd. American Depositary Shares, Each Representing Fifteen (15) Ordinary Shares At-The-Market Issuance Sales Agreement
At-the-Market Issuance Sales Agreement • May 16th, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

Medigus Ltd., a company incorporated under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Aegis”), as follows:

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Form of Pre-Funded Warrant PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES XYLO TECHNOLOGIES LTD.
Pre-Funded Warrant • November 15th, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation • New York

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Xylo Technologies Ltd., a company organized under the laws of the state of Israel (the “Company”), up to ______ Ordinary Shares, no par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 40 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2.2.

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PATENT LICENSE AGREEMENT
Patent License Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus

This PATENT LICENSE AGREEMENT (“Agreement”), is dated as of December 1, 2019, made effective as of December 1, 2019 (“Effective Date”), by and between Medigus Ltd., a company organized under the laws of the State of Israel (“Licensor”) and ScoutCam Ltd., a company organized under the laws of the State of Israel (“Licensee”). Licensor and Licensee are each referred to herein separately as “Party” and are referred to herein collectively as the “Parties.”

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577,529 American Depositary Shares, each representing 20 Ordinary Shares Pre- Funded Warrants to Purchase 2,260,145 American Depositary Shares and Warrants to Purchase 2,837,674 American Depositary Shares Medigus Ltd. UNDERWRITING AGREEMENT
Underwriting Agreement • July 23rd, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

Medigus Ltd., an Israeli corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of (a) 577,529 American Depositary Shares of the Company (the “ADSs”), each representing twenty ordinary shares (the “Firm ADSs”), par value NIS 1.00 per share, of the Company (the “Ordinary Shares”) and (b) 2,260,145 pre-funded warrants to purchase 2,260,145 ADSs at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) 2,837,674 Series C warrants to purchase 2,837,674 ADSs (the “Firm Warrants” and, collectively with the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 425,651 ADSs (the “Option ADSs”) and/or Series C warrants to purchase up to an aggregate of 425,651 ADSs

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • May 3rd, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 28, 2023 (the “Effective Date”), by and between Medigus Ltd., an Israeli Corporation (“Medigus”), the additional shareholders of Charging Robotics Ltd. listed on Schedule 1 attached hereto (together with Medigus, the “CR Shareholders”), and Fuel Doctor Holdings, Inc., a publicly-traded Delaware corporation (the “FDOC”). Medigus, each of the CR Shareholders, and FDOC, each a “Party” and collectively, the “Parties”.

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Contract
Securities Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
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AMENDED AND RESTATED ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus

THIS AMENDED AND RESTATED ASSET TRANSFER AGREEMENT, dated as of December 1, 2019 (the “Agreement”), effective as of March 1, 2019 (the “Effective Date”) is entered into by and between ScoutCam Ltd., a company organized under the laws of the State of Israel (the “Transferee”), and Medigus Ltd., a company organized under the laws of the State of Israel (“Transferor”). The Transferee and Transferor are referred to hereunder as the “Parties”, and each of them individually as a “Party”.

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv

This Share Purchase Agreement ("Agreement") dated as of January 3rd, 2013, is made between Medigus Ltd., an Israeli company with a registered address at Building 7A, Industrial Park, POB 3030, Omer 8496500 (the "Company") and OrbiMed Israel Partners Limited Partnership, an Israeli limited partnership with a registered address at 89 Medinat Hayehudim st. Building E Herzeliya Pituach, IL, 46140, POB 4023 (the "Investor").

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UNDERWRITING AGREEMENT
Underwriting Agreement • March 1st, 2021 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

The undersigned, Medigus Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 1, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficia

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ADDENDUM NO. 1 TO AMENDED AND RESTATED ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • November 2nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus

This Addendum (“Addendum”) is entered into on this 27 day of July 2020, by and between Medigus Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-286697-1 (“Medigus”) and ScoutCam Ltd., a company incorporated under the laws of the state of Israel, Registration Number 51-595040-0 (“ScoutCam”). Medigus and ScoutCam are sometimes referred to herein as a “Party” and together as the “Parties”.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and OrbiMed Israel Partners Limited Partnership with a registered address of 89 Medinat Hayehudim ( the “Purchaser”).

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WARRANT TO PURCHASE ORDINARY SHARES
Warrant to Purchase Ordinary Shares • March 23rd, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 p.m. (New York time) on the five year anniversary of the effective date of the registration statement pursuant to which this Warrant is issued (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medigus Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, NIS 0.10 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant

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ORDINARY SHARE PURCHASE AGREEMENT
Ordinary Share Purchase Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation

THIS ORDINARY SHARE PURCHASE AGREEMENT (this “Agreement”) made as of 20 June, 2023 (the “Effective Date”), by and among Polyrizon Ltd., a company incorporated under the laws of the state of Israel, whose principal address is at 5Hatidhar St., Ra’anana, Israel (the “Company”), Medigus Ltd., a company incorporated under the laws of the state of Israel, whose principle address is at 10 HaNechoshet Street, 6971072, Tel Aviv, Israel (“Medigus”), Mr. Raul Srugo holding Israeli ID No. 069624500 and his affiliates listed in Exhibit A hereto (collectively “Srugo”), the persons and/or entities listed in Exhibit B hereto (together with Medigus and Srugo each, a “Purchaser” and collectively, the “Purchasers”) and the investors under various Simple Agreement for Future Equity Agreements dated January 30th 2022, June 8th 2022 and August 21st 2022 (collectively, the “SAFE Agreements”) whose names are listed in Exhibit C attached hereto (each a “SAFE Holder” and collectively, the “SAFE Holders”, and t

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • September 17th, 2019 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of September 16, 2019, by and among Medigus Ltd., an Israeli Corporation (“Medigus”) and Intellisense Solutions Inc., a Nevada corporation (the “Parent”). Medigus and the Parent, each a “Party” and collectively, the “Parties”.

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Contract
Security Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2014, between Medigus Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Share Purchase Agreement Among ParaZero Technologies Ltd. (the “Company”) and Delta Drone International Ltd (ACN 618 678 701) (the “Seller”) and L.I.A Pure Capital Ltd. and additional entities on its behalf as listed in Exhibit A (each an “Acquiror”...
Share Purchase Agreement • May 3rd, 2023 • Medigus Ltd. • Surgical & medical instruments & apparatus

This Share Purchase Agreement (this “Agreement”) is made and entered into as of January 28, 2022 (the “Agreement Date”) by and among Delta Drone International Ltd. (ACN 618 678 701), an Australian corporation (“Seller”), ParaZero Technologies Ltd., a company organized under the laws of Israel (the “Company”), L.I.A Pure Capital Ltd., a company organized under the laws of Israel (“Pure and/or an “Acquiror”), and additional entities/individuals as listed in Exhibit A (each an “Acquiror” and together with Pure, the “Acquirers”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 2nd, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of October 8, 2020, by and between Smart Repair Pro, Inc., a private corporation incorporated under the laws of the State of California (“Pro”), Purex Inc., a corporation incorporated under the laws the State of California (“Purex”)(Pro together with Purex, the “Companies”), the stockholders of the Companies detailed in Schedule 1 attached hereto (the “Pro Stockholder”, the “Purex Stockholders” respectively, and together the “Stockholders”) and Vicky Hacmon, ID 033847799 of 112 Rokach Street, Ramat Gan, Israel (the “Manager”) on the one hand, and Medigus Ltd., a public company incorporated under the laws of the State of Israel of 7A Industrial Park, P.O. Box 3030, Omer, 8496500 Israel (the “Purchaser”) on the other hand.

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LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • May 14th, 2021 • Medigus Ltd. • Surgical & medical instruments & apparatus
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Medigus 有限公司 CONTRACT FOR KNOW-HOW LICENSE AND SALE OF GOODS BY AND BETWEEN MEDIGUS LTD. AND SHANGHAI MUSE MEDICAL SCIENCE AND TECHNOLOGY CO., LTD.
Know-How License and Sale of Goods Agreement • April 21st, 2020 • Medigus Ltd. • Surgical & medical instruments & apparatus • Shanghai

This CONTRACT FOR KNOW-HOW LICENSE AND SALE OF GOODS is made this day _2nd__ of _June__, 2019 by and between the Licensor and the Licensee below, hereinafter individually “Party” and collectively “Parties”.

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UNDERWRITER WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MEDIGUS LTD.
Underwriter Warrant • July 18th, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

THIS UNDERWRITER WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) 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 Medigus Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, NIS 0.10 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _________ American Depositary Shares (“ADSs”), each 20 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).

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PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation

THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”) is made as of the [_] day of December 2023, by and between, Gix Internet Ltd., a company organized under the laws of the State of Israel (the “Company”), and MediGus Ltd., a company organized under the laws of the State of Israel (the “Investor” or “Medigus”). The Company and the Investor are referred to collectively as the “Parties” and each as a “Party”.

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STRICTLY CONFIDENTIAL
Exclusive Agency Agreement • March 23rd, 2017 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York

This letter agreement (this “Agreement”) constitutes the agreement between Medigus Ltd. (the “Company”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), that Rodman shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of equity securities of the Company in the U.S. (“Securities”) during the Term (as defined below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Rodman and nothing herein implies that Rodman would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Rodman’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Rodman deems appropriate under the circumstances and to the receipt of all internal approvals of Rodman in

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ASSIGNMENT AGREEMENT
Assignment Agreement • September 13th, 2022 • Medigus Ltd. • Surgical & medical instruments & apparatus

This Assignment Agreement (this “Agreement”) is made as of [_____], 2022 (the “Effective Date”), by and between Smart Repair Pro Inc, with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignor”), and Jeffs’ Brands Ltd., with its principal place of business at Hanechoshet 3, Tel Aviv (“Assignee”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).

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