WARRANT AGENT AGREEMENTWarrant 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”).
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 AGREEMENTUnderwriting 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
