AMENDMENT No. 2 TO THE LOAN AGREEMENT

Exhibit 4.9

AMENDMENT No. 2 TO THE LOAN AGREEMENT

This Amendment No. 2 (“Amendment”) to the Loan Agreement (as defined below) is entered into as of August 29, 2023 with the effective date of July 1 2023 (“Amendment Effective Date”) by and between Medigus Ltd., having its principal offices at Omer Industrial Park, No.7A, P.O. Box 3030, Omer 8496500, Israel (the “Lender”), and Gix Internet Ltd. (f/k/a Algomizer Ltd.), a company organized under the laws of the State of Israel, with principal offices at Xxxxxxxx Xxxxx, 00, Xxxxx Xxx 0000000, Xxxxxx (the “Borrower”). Each of the Lender and the Borrower shall be referred to herein as “party” and together as the “Parties”.

WHEREAS, the Parties have entered into a loan agreement, dated October 12, 2021 (the “Loan Agreement”) and entered into a 1^st Amendment to such Loan Agreement dated August 25, 2022 (“First Amendment”); and

WHEREAS, the Parties wish to extend the Amended Repayment Date as defined under the First Amendment.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties hereto agree as follows:

1. Definitions. All capitalized terms used herein, not otherwise defined, shall have the meaning set forth in the Loan Agreement or the First Amendment.

“Last Interest Payment” means the last interest payment as descried in Section 2.2 to the First Amendment, which shall be made on the Second Amended Repayment Date.

“Second Amended Repayment Date” shall have the meaning described in Section 2 herein.

2. Amendments.

Repayment Date - The Remaining Loan Amount as defined under the First Amendment shall be repay in full together with the Last Interest Payment on January 1, 2024 (the “Second Amended Repayment Date”).

3. No Further Amendments. Other than as set forth herein, all terms and conditions set forth in the Loan Agreement and the First Amendment shall remain without change, binding and of full force and effect.

4. Miscellaneous. This Amendment shall be governed and construed by the terms and conditions set forth in the Loan Agreement. In any event of a conflict between the terms contained in this Amendment and the Loan Agreement Or the First Amendment, the terms contained in this Amendment shall govern.

IN WITNESS WHEREOF, the Parties have caused this Amendment to the Loan Agreement to be executed by their duly authorized representatives effective as of the Amendment Effective Date.

Medigus Ltd.			Gix Internet Ltd.
/s/ Liron Carmel			/s/ Xxxxxx Xxxxx, /s/ Xxxxxx Xxxxx
By:	Xxxxx Xxxxxx		By:	Xxxxxx Xxxxx, Xxxxxx Xxxxx
Title:	CEO		Title:	CFO, CEO
Date:	29.8.23		Date:	29.8.23