0001178913-15-001517 Sample Contracts

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 • 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”).

Contract
Securities Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
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").

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”).

Contract
Security Agreement • May 7th, 2015 • Medigus Ltd. • Surgical & medical instruments & apparatus
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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