UNDERWRITER WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MEDIGUS LTD.Medigus Ltd. • July 18th, 2018 • 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 18th, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
This Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of July [●], 2018, is between Medigus Ltd., an Israeli company (the “Company”), and Computershare, Inc., as warrant agent (the “Warrant Agent”).
American Depositary Shares, each representing 20 Ordinary Shares Pre-Funded Warrants to Purchase American Depositary Shares and Warrants to Purchase American Depositary Shares Medigus Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2018 • Medigus Ltd. • Surgical & medical instruments & apparatus • New York
