Exhibit 10.9


 


CONSULTING AGREEMENT


 


THIS AGREEMENT (the “Agreement”)
is made on this 30 day of October 2022 between ParaZero Technologies Ltd. (the “Company”) and Medigus Ltd. (the “Consultant”).
The Company and together with the Consultant, each a “Party” and collectively, the “Parties”.


 


	WHEREAS:	the Company wishes the Consultant to provide the Company
with certain services and the Consultant wishes to render such services to the Company; and



 


	WHEREAS:	the Consultant represents to the Company that it is
ready, qualified, willing and able to carry out its obligations and undertakings towards the Company pursuant hereto; and



 


	WHEREAS:	the Company and the Consultant desire to regulate their relationship in
accordance to the terms and conditions set forth in this Agreement.



 


NOW THEREFORE, the parties hereto agree as follows:


 


	1.	The Services



 


		1.1.	The Company hereby engages the Consultant as an independent
consultant and the Consultant hereby agrees to serve as a consultant to the Company providing public markets business development and
strategic consulting services, including ongoing consulting to the Company, its management and its chief executive officer, as well as
additional services as may be requested from time to time by the chief executive officer or chairman of the board of directors of the
Company (the “Services”).



 


		1.2.	The engagement and the Services hereunder shall commence
and become effective only upon the closing of the Company’s contemplated initial public offering of its shares on Nasdaq (the “IPO”)
(the “Consulting Commencement Date”).



 


		1.3.	The Consultant shall cooperate on an ongoing basis with such
employees, consultants and contractors of the Company as determined by the Company from time to time; the person within the Company who
shall be in charge of the engagement of the Consultant shall be the chairman of the board of directors of the Company or such other person
as determined by the Company from time to time. The Company may require the Consultant to provide reports or other types of ongoing information
concerning the Services as determined from time to time, whether or not set forth herein.



 


		1.4.	The Consultant undertakes that the Services shall be performed
by it’s team (“Consultant’s Representative”). Each employee, consultant, manager or any other representative
of the Consultant, including the Consultant’s Representative shall be deemed to be personally bound by all the obligations and
liabilities of the Consultant as if he was the Consultant hereunder. All references to the term the Consultant hereunder shall be deemed
to refer to the Consultant and the Consultant’s Representative jointly and severally. Any breach of this Agreement by the Consultant’s
Representative or by any other employee, consultant, manager or representative of the Consultant shall be deemed a breach by the Consultant.



 


		1.5.	The Consultant’s Representative shall devote all the
necessary time in performing its duties and responsibilities under this Agreement, as shall be reasonably required by the Company.



 






     


     


    

 


		1.6.	The Consultant agrees to perform its duties described herein in a faithful,
diligent and professional manner.



 


		1.7.	The Consultant shall be responsible for maintaining, throughout the Term
of this Agreement and at the Consultant’s own expense, any and all required licenses, permits, authorizations, personnel, resources,
a place of work, any equipment and supplies necessary for the execution and performance of the Services.



 


		1.8.	Nothing in this Agreement shall be interpreted as preventing or restricting
the Company from obtaining or seeking from any other person services of the same nature as the Services, or otherwise from performing
or seeking to perform any action or operation. Nothing in this Agreement shall be interpreted as preventing or restricting the Consultant
from supplying services to any third party, as long as such services to third parties (i) do not conflict with any obligation or undertaking
of the Consultant hereunder, and (ii) do not interfere with the performance of or restrict the ability of the Consultant to perform the
Services hereunder. To the extent Consultant becomes aware of any existing or potential conflict with Consultant’s obligations and undertaking
hereunder, Consultant shall immediately inform Company of the same, and if Consultant cannot remedy or rectify such conflict within seven
(7) days of becoming aware of such conflict or from receiving the Company’s notice concerning such conflict then Company shall be entitled
to terminate this Agreement immediately without prejudice to any other remedy or relief it might have due to the same. A conflict of interest
shall include, but shall not be limited to, providing similar Services to a competitor of the Company during the Term.



 


	2.	Term



 


		2.1.	This Agreement shall commence upon the Consulting Commencement
Date and continue until the three-year anniversary of the Consulting Commencement Date (“Term”).



 


		2.2.	The Company may terminate this Agreement anytime after
the Consulting Commencement Date upon providing a written notice, three months in advance of the termination thereof.



 


		2.3.	Notwithstanding the foregoing, Company may terminate this
Agreement prior to its expiration if the Consultant breaches (i) the Agreement and the breach cannot be cured (if curable) within thirty
(30) days from delivery of a notice of breach, (ii) the provisions of Sections 4, 5, and Schedule A; or (iii) the Unsecured Credit Facility
Agreement between the Parties on the date hereof (severally and collectively, a “Material Breach”).



 


	3.	Consideration



 


		3.1.	Consulting Fee



 


		3.1.1.	In consideration for the Services rendered by the Consultant pursuant to
this Agreement, the Company shall pay the Consultant a monthly fee in the amount of US$10,000 (plus VAT, if required by law) (the “Consulting
Fee”).



 


		3.1.2.	All payments of Consulting Fee hereunder, subject to Section 3.1.1, shall
be made on a monthly basis, within 10 days from, and subject to, receipt by the Company of a duly issued tax invoice(s) and receipt(s)
by the Consultant for the amount due together with the required reports; provided, however, that such payment shall be made not later
than the tenth (10th) day of each calendar month during the Term of this Agreement following the Consulting Commencement Date.



 






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		3.1.3.	The Consulting Fees are inclusive of any and all taxes, and the Consultant
shall bear full responsibility for all tax obligations of any kind or nature relating, directly or indirectly, to the Consulting Fee and
otherwise to the Services hereunder. To the extent that any such taxes may be imposed upon or required to be deducted or withheld by the
Company, the Company may deduct or withhold such amounts from any payments due to the Consultant. The Company shall be entitled to withhold
and deduct from payments due hereunder any and all amounts as may be required from time to time under any applicable law. VAT shall be
charged on all amounts payable hereunder.



 


		3.2.	Full Consideration



 


Other than the consideration specified
in this Section 3, which consideration constitutes full consideration for the Services rendered hereunder, the Consultant will not be
entitled to any other consideration for rendering the Services hereunder. Consultant shall not be entitled to any repayment or reimbursement
of any costs and expenses in connection with its performance of the Services. Any and all expenses incurred by Consultant (or anyone on
its behalf) shall be borne and paid exclusively by Consultant.


 


	4.	Confidentiality, Non-Competition and Invention Assignment Undertaking



 


Simultaneously with the execution of this Agreement, and
a as condition hereto, the Consultant hereby executes the Undertaking attached hereto as Schedule A.


 


	5.	Relationship of Parties



 


		5.1.	The parties hereto hereby declare and approve, that this Agreement
is a Contractors Agreement within the meaning of the Israeli Contractors Law – 1974 (the “Contractors Law”),
and that nothing in this Agreement that shall be interpreted or construed as creating or establishing any partnership, joint venture,
employment relationship, franchise or agency or any other similar relationship between the Company or its Affiliates (as such term is
defined below) and the Consultant or the Consultant’s Representative, and it is specifically clarified that with respect to the
Services, no employer-employee relationship will be formed between the Company or its Affiliates and the Consultant or the Consultant’s
Representative, and the Consultant is not entitled to any social or other benefits resulting from employer-employee relationship. Notwithstanding
the above, the Consultant hereby waives any right to a lien in accordance with Section 5 of the Contractors Law or any other law. The
Consultant hereby acknowledges that the Company is relying upon the truthfulness and accuracy of the representations set forth in this
Section 5.1 in engaging the Consultant.



 


		5.2.	The Consultant shell bear and/or will defend, indemnify and
hold the Company, or any third party on its behalf, harmless from and against all claims, all damages, losses and expenses, including
reasonable fees and expenses of attorneys and other professionals, upon receipt of demand (i) relating to any obligation, future or past,
imposed upon the Company to pay any withholding tax payments regarding consulting services, social security, unemployment or disability
insurance or similar terms in connection with compensation received by the Consultant or, or which are based upon a stipulation by a
competent judicial authority that an employer - employee relationship was created between the Company or its Affiliates and the Consultant’s
Representative; and (ii) resulting from any act, omission or negligence on the Consultant’s or any of its employees’ part
in the performance or failure to perform the scope of work under this Agreement.



 






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		5.3.	The Consultant acknowledges that the Consultant’s
Representative has read and fully understood the terms of this structure of the relationship between the parties as an independent contractor
and that the Consultant’s Representative has consulted and received advice of counsel regarding said structure of the relationship
between the parties hereto and has had sufficient opportunity to do so.



 


		5.4.	It is hereby clarified that any right granted to the
Company to instruct and/or oversee the Services by the Consultant is granted in order to ensure the performance of the Services in full
and not to imply or justify an employer-employee relationship between the Company and the Consultant or the Consultant’s Representative.



 


		5.5.	The Consultant shall be responsible to pay any and all payments, salary,
taxes and all other benefits and any amounts due to any relevant social security or similar authority with respect to its employees and/or
the Services provided by the Consultant’s Representative pursuant to this Agreement. The Consultant undertakes to acquire for the
Consultant’s Representative pension coverage in a customary amount. The Consultant, hereby releases and forever discharges the Company
and its Affiliates, from any and all claims, which it ever had, now has, or may claim to have against the Company and/or its Affiliates
in connection with the existence of any employer - employee relationship between Company or its Affiliates and the Consultant or the Consultant’s
Representative.



 


		5.6.	In light of the above, should it be held by any competent
judicial authority that the relationship between the Consultant or the Consultant’s Representative, and the Company (or any of its
Affiliates) in respect of the Services rendered by the Consultant pursuant to this Agreement is one of employer and employee, the parties
agree that the “salary” that the Consultant would be entitled to as an “employee” (including for the purpose of
social security and social benefits), for the provision of the Services within the framework of this Agreement, shall be 60% of the average
monthly Consulting Fee (the “Agreed Employee Compensation”).



 


		5.7.	The Consultant will be obligated to return to the Company all surplus payments
that the Company paid beyond the Agreed Employee Compensation (the “Surplus Sum”), on the day that a demand and/or
claim which contradicts this Agreement is filed or on the day that a decision under Section 5.6 is made, pursuant to which it is claimed
or decided that the Consultant’s Representative is a salaried employee of the Company.



 


		5.8.	Any Surplus Sum that the Consultant is obligated to
return will be subject to interest linked to the last known Israeli Consumer Price Index on the date said Surplus Sum is to be returned
to the Company.



 


		5.9.	The Company will be entitled to deduct from and set off against amounts
due to the Consultant pursuant to this Agreement and/or pursuant to any other agreement, law, or otherwise, any amounts, which the Consultant
is required to pay the Company pursuant to this Agreement (including the Surplus Sum), any other agreement, any law, or otherwise.



 






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	6.	Miscellaneous



 


		6.1.	In this Agreement the term “Affiliate”
shall mean, any person or entity that directly or indirectly controls, is controlled by, or is under common control with, a party to
this Agreement. For purposes hereof, the term “control” means the power to direct the management or affairs of a person or
entity through the ownership of voting securities, by contract, or otherwise.



 


		6.2.	The preamble and the schedules hereto shall form an integral part of this
Agreement. All headings of the Sections and Subsections of this Agreement are intended for convenience of reference and shall not be used
in interpreting this Agreement.



 


		6.3.	Assignment. Neither this Agreement nor any interest
herein may be assigned by the Consultant without the prior written consent of the Company. The Company may assign or transfer this Agreement
or any of its rights and/or obligations under this Agreement without the Consultant’s consent.



 


		6.4.	Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the Consultant and the Company with respect to the subject matter hereof and supersedes any other arrangement, understanding
or agreement, verbal or otherwise, including the Prior Agreement. No amendment of or waiver of, or modification of any obligation under
this Agreement will be enforceable unless set forth in a writing signed by the parties hereto. No delay or failure to require performance
of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.



 


		6.5.	Law; Jurisdiction. This Agreement shall be governed by the laws of
the State of Israel (excluding its conflict of law principles) and the competent courts/tribunals of Tel-Aviv shall have exclusive jurisdiction
over any disputes arising hereunder.



 


		6.6.	No Waiver. No failure or delay on the part of
any party hereto in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. Any waiver granted thereunder must be in writing and shall be valid only in the specific instance in which given.



 


		6.7.	Severability. If any provision of this Agreement
is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this
Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent
consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of
competent jurisdiction.



 


		6.8.	Notices. Any notice or other communication in connection with this
Agreement must be in writing to the address set forth in the preamble to this Agreement (or to such other address as shall be specified
by like notice) and will be deemed given: (i) if sent by a delivery service, on the date confirmed as the actual date of delivery by such
service; (ii) if sent by registered air mail, return receipt requested, within seven (7) days of mailing; or (iii) if sent by facsimile
or email with electronic confirmation of transmission, on the next business day after transmission, if not transmitted on a business day,
or on the day of transmission, if transmitted on a business day.



 


		6.9.	Survival. The provisions of Sections 4, 5 and 6 of this Agreement,
including the provisions of Schedule A, shall continue and remain in full force and effect following the termination or
expiration of this Agreement, for whatever reason.



 


-Signature Page Follows-


 






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IN WITNESS WHEREOF, the parties have signed this Agreement as
of the date hereof.


 


		 	
	ParaZero Technologies Ltd.	 	Medigus Ltd.
	 	 	 
	By:	Boaz Shetzer	 	By: ____________
	Title:	CEO	 	Title: ______________________
	 	 	 	 
		 	 
	By:   Roy Borochov, Chairman	 	 


 






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SCHEDULE A


 


UNDERTAKING


 


THIS UNDERTAKING (“Undertaking”)
is entered into as of the [●] day of [●] 2022 by Medigus Ltd. (the “Consultant”).


 


	WHEREAS,	the Consultant wishes to be engaged by ParaZero Technologies
Ltd., whose address is at 30 Dov Hoz, Kiryat Ono, Israel (the “Company”); and



 


	WHEREAS,	it is critical for the Company to preserve and protect
its Confidential Information (as defined below) and its rights in Inventions (as defined below) and in all related intellectual property,
and the Consultant is entering into this Undertaking as a condition to the Consultant’s engagement with the Company.



 


NOW, THEREFORE, the Consultant undertakes and warrants towards
the Company as follows:


 


References herein to the term “Company”
shall include any of the Company’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors
and assigns.


 


	1.	Confidentiality.



 


	1.1.	the Consultant acknowledges that the Consultant may have access to information that relates to the Company,
its business, assets, financial condition, affairs, activities, plans and projections, customers, suppliers, partners, and other third
parties with whom the Company agreed or agrees, from time to time, to hold information of such party in confidence (the “Confidential
Information”). Confidential Information shall include, without limitation, information, whether or not marked or designated
as confidential, concerning technology, products, research and development, patents, copyrights, inventions, trade secrets, test results,
formulae, processes, data, know-how, marketing, promotion, business and financial plans, policies, practices, strategies, surveys, analyses
and forecasts, financial information, customer lists, agreements, transactions, undertakings and data concerning employees, consultants,
officers, directors, and shareholders. Confidential Information includes information in any form or media, whether documentary, written,
oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential Information shall
not include information that: (i) has become part of the public domain not as a result of a breach of any obligation owed by the Consultant
to the Company; or (ii) is required to be disclosed by law or the binding rules of any governmental organization, provided, however, that
the Consultant gives the Company prompt notice thereof so that the Company may seek a protective order or other appropriate remedy, and
further provided, that in the event that such protective order or other remedy is not obtained, the Consultant shall furnish only that
portion of the Confidential Information which is legally required, and shall exercise all reasonable efforts required to obtain confidential
treatment for such information.



 


	1.2.	The Consultant acknowledges and understands that the engagement by the Company and
the access to Confidential Information creates a relationship of confidence and trust with respect to such Confidential Information.



 


	1.3.	During the term of the Consultant’s engagement
and at any time after termination or expiration thereof, for any reason, the Consultant shall keep in strict confidence and trust, shall
safeguard, and shall not disclose to any person or entity, nor use for the benefit of any party other than the Company, any Confidential
Information, other than with the prior express consent of the Company.



 


	1.4.	All right, title and interest in and to Confidential
Information are and shall remain the sole and exclusive property of the Company or of the third party providing such Confidential Information
to the Company, as the case may be. Without limitation of the foregoing, the Consultant agrees and acknowledges that all memoranda, books,
notes, records, email transmissions, charts, formulae, specifications, lists and other documents (contained on any media whatsoever) made,
reproduced, compiled, received, held or used by the Consultant in connection with the engagement by the Company or that otherwise relates
to any Confidential Information (the “Confidential Material”), shall be the Company’s sole and exclusive property
and shall be deemed to be Confidential Information. All originals, copies, reproductions and summaries of the Confidential Material shall
be delivered by the Consultant to the Company upon termination or expiration of the Consultant’s engagement for any reason, or at
any earlier time at the request of the Company, without the Consultant retaining any copies thereof.



 






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	1.5.	During the term of the Consultant’s engagement
with the Company, the Consultant shall not remove from the Company’s offices or premises any Confidential Material unless and to
the extent necessary in connection with the duties and responsibilities of the Consultant and permitted pursuant to then applicable policies
and regulations of the Company. In the event that such Confidential Material is duly removed from the Company’s offices or premises,
the Consultant shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Material and
return the Confidential Material to their proper files or location as promptly as possible after such use.



 


	1.6.	During the term of the Consultant’s engagement
with the Company, the Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets, and
will not bring onto the premises of the Company any unpublished documents or any property, belonging to any former employer or any other
person to whom the Consultant has an obligation of confidentiality and/or non-use (including, without limitation, any academic institution
or any entity related thereto), unless generally available to the public or consented to in writing by that person.



 


	2.	Ownership of Inventions.



 


	2.1.	The Consultant will notify and disclose in writing to the Company, or any persons designated by the Company
from time to time, all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes,
techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced
to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company
(all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how,
and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.



 


	2.2.	Consultant agrees that all the
Inventions are, upon creation, Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company
and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all
other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and
unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in
and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated
with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii)
rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights;
(v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade
names and packaging and all goodwill associated with the same; (vi) any and all title, rights and interest in and to any Invention; and
(vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments
with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights
the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company. “Moral
Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work,
and any similar right, existing under the law of any country in the world, or under any treaty.



 


	2.3.	The Consultant further agrees to perform, during and after the term of the Consultant’s engagement
with the Company, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense,
in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited
to, execution of documents and assistance or cooperation in legal proceedings. the Consultant hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents, as the Consultant’s agents and attorneys-in-fact to act for and on the
Consultant’s behalf and instead of the Consultant, to execute and file any documents and to do all other lawfully permitted acts
to further the above purposes with the same legal force and effect as if executed by the Consultant.



 


	2.4.	The Consultant shall not be entitled to any monetary consideration or any other consideration except as
explicitly set forth in the Consulting Agreement. Without limitation of the foregoing, the Consultant irrevocably confirms that the consideration
explicitly set forth in the Consulting Agreement is in lieu of any rights for compensation that may arise in connection with the Inventions
under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section
134 of the Israeli Patent Law - 1967. Any oral understanding, communication or agreement with respect to the matters set forth herein,
not memorialized in writing and duly signed by the Company, shall be void.



 






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	3.	General.



 


	3.1.	The Consultant represents that the performance of all the terms of this Undertaking
and the Consultant’s duties as a consultant of the Company does not and will not breach any invention assignment, proprietary information,
non-compete, confidentiality or similar agreements with, or rules, regulations or policies of, any other party (including, without limitation,
any academic institution or any entity related thereto). The Consultant acknowledges that the Company is relying upon the truthfulness
and accuracy of such representations in its decision to engage with the Consultant.



 


	3.2.	The Consultant acknowledges that the provisions of this Undertaking serve as an integral
part of the terms of the Consulting Agreement and reflect the reasonable requirements of the Company in order to protect its legitimate
interests with respect to the subject matter hereof.



 


	3.3.	The Consultant recognizes and acknowledges that in the event of a breach or threatened
breach of this Undertaking by the Consultant, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive
relief to enforce this Undertaking (without limitation to any other remedy at law or in equity).



 


	3.4.	This Undertaking is governed by and construed in accordance
with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection
with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in
the city of Tel-Aviv-Jaffa, Israel.



 


	3.5.	If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties
hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to
such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if
such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking.
In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision
is enforceable to the fullest extent compatible with applicable law.



 


	3.6.	The provisions of this Undertaking shall continue and remain in full force and effect
following the termination or expiration of the engagement between the Company and the Consultant, for whatever reason. This Undertaking
shall not serve in any manner so as to derogate from any of the Consultant’s obligations and liabilities under any applicable law.



 


	3.7.	This Undertaking constitutes the entire agreement between the Consultant and the Company with respect
to the subject matter hereof and supersedes all prior agreements, proposals, understandings and arrangements, if any, whether oral or
written, with respect to the subject matter hereof. No amendment, waiver or modification of any obligation under this Undertaking will
be enforceable unless set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this
Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as
to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute
the waiver of any performance other than the actual performance specifically waived.



 


	3.8.	This Undertaking, the rights of the Company hereunder, and the obligations of the Consultant hereunder,
will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Company may assign any of its rights under this Undertaking. The Consultant may not assign, whether voluntarily or by operation of
law, any of the Consultant’s obligations under this Undertaking, except with the prior written consent of the Company.



 


-Signature Page Follows-


 






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IN WITNESS WHEREOF, the undersigned, has executed
this Undertaking as of the date first mentioned above.


 


	Printed Name:	Medigus Ltd.	 	Signature: