PRIVATE PLACEMENT AGREEMENTPrivate 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”.
LOAN AGREEMENTLoan Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation
This Loan Agreement (“Loan Agreement”) is made effective as of November 15, 2023, by and among Viewbix Ltd., a company organized under the laws of the State of Israel (the “Company”), and the lenders set forth in Schedule I hereto (each, a “Lender”, and collectively, the “Lenders”).
AMENDMENT No. 2 TO THE LOAN AGREEMENTThe Loan Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation
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 Menachem Begin, 11, Ramat Gan 5268104, Israel (the “Borrower”). Each of the Lender and the Borrower shall be referred to herein as “party” and together as the “Parties”.
OPERATING AGREEMENT OF ZIG MIAMI 54, LLC A FLORIDA LIMITED LIABILITY COMPANYOperating Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation • Florida
This Operating Agreement (this “Agreement”) of ZIG MIAMI 54, LLC, a Florida limited liability company (the “Company”) is entered into as of this 13th day of September 2023 (the “Effective Date”) by and between ZIG INVESTMENT GROUP, LLC, a Florida limited liability company (the “ZIG Member”), MEDIGUS LTD., a company incorporated under the laws of the State of Israel (the “Medigus Member”, and together with the ZIG Member and such other Persons who may be admitted as substituted or additional members of the Company from time to time, each a “Member” and collectively, the “Members”). All capitalized terms used herein have the meanings set forth in Schedule I hereto.
AMENDMENT No. 4 TO THE LOAN AGREEMENTThe Loan Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation
This Amendment No. 4 (“Amendment”) to the Loan Agreement (as defined below) is entered into as of January 1 2024, (“Effective Date”) by and between Medigus Ltd., having its principal offices at 10 HaNechoshet St.,Tel Aviv, 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 Menachem Begin, 11, Ramat Gan 5268104, Israel (the “Borrower”). Each of the Lender and the Borrower shall be referred to herein as “party” and together as the “Parties”.
ORDINARY SHARE PURCHASE AGREEMENTOrdinary 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
Summary of AgreementSummary of Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation
Note: this summary does not contain a full or direct translation of the terms of the original Hebrew Agreement, and is designated solely for the purpose of providing a general presentation of such Agreement.
AMENDMENT No. 3 TO THE LOAN AGREEMENTThe Loan Agreement • April 22nd, 2024 • Xylo Technologies LTD • Services-computer processing & data preparation
This Amendment No. 3 (“Amendment”) to the Loan Agreement (as defined below) is entered into as of November 8, 2023 (“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 Menachem Begin, 11, Ramat Gan 5268104, Israel (the “Borrower”). Each of the Lender and the Borrower shall be referred to herein as “party” and together as the “Parties”.
