Exhibit 4.12
  
    This Purchase Agreement “ Agreement ”
  Mazor Robotics Ltd., “ Company ”
  Covidien Group S.a.r.l., “ Investor ”
    The Board of Directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company to enter into, deliver and perform this Agreement raising capital by means of issuance of Company Shares, and (ii)
        ARTICLE I
  Definitions
  Affiliate
  Agreement
  Anti-Bribery Laws Section 3.17(c) hereof.
  Articles Section 3.1(b).
  “ Board ”
  “ Business Day ”
  Code
  Company
  
  Company ADSs
  Company Employee Plan
  Company Group
  Company Intellectual Property
  Company Options
  “ Company Products ”  .
  Company Shares Ordinary Shares, par value NIS 0.01 per share, of the Company.
  Contract
  Confidential Information
  “ control ”
  - 2 -
 Deposit Agreement
  Depositary
  Disclosing Party
  Disclosure Schedule Article III
  ERISA
  Exchange Act
  Form 20-F
  fully diluted and as converted basis
  IRS
  “ ITA
  IFRS
  Indebtedness
  Intellectual Property
  Investor
  - 3 -
 ISA
  Israeli Securities Law
  knowledge known 3.7 Entity Representatives
  Legal Requirements
  “ Liability ”
  Lien
  Material Adverse Effect
  Nasdaq
  Nominee ” -
  OCS
  Option Plans
  Person
  - 4 -
 “ Receiving Party ”
  Registered Intellectual Property
  Related Agreements
  Representatives
  Sarbanes-Oxley Act
  SEC
  Securities Act
  “ Subsidiary ”
  TASE
  “ Tax ”
  Tax Returns ” Section3.11(c)hereof.
  Trading Day
  Trading Price
  Transfer Agent
  Warranty Obligations
  Other Terms
  - 5 -
 Other Definitional Provisions
  herein hereof hereto hereunder
      ARTICLE II   SALE AND PURCHASE OF SECURITIES
  Sale and Purchase of the Initial ADSs Initial ADSs Initial Price Per ADS
  Initial Closing Initial Closing Initial Closing Date
  Investor’s Deliveries at the Initial Closing
    Exhibit A Exclusive Lead Sharing and Distribution Agreement
  Company’s Deliveries at the Initial Closing
  (i) Section 2.5 (ii) the
    - 6 -
 Initial Company Shares Certificate
    Exhibit B
        Conditions to the Initial Closing
        Section 2.4
  Deferred and Option Closing
  Deferred ADSs Deferred Price Per ADS Deferred Purchase Price
  - 7 -
 2016 July Unveiling Event provided Deferred Closing Deferred Closing Date
  Option Notice Period Option ADSs Purchased ADSs Option Purchase Price
  Option Closing Option Period Expiry Date Option Closing Date
  Section 2.6(a) 2.6(c) provided however Section 2.6(a) Section 2.6(c)
      Section 2.6(g)
  - 8 -
               Section 2.6(f)
    Deferred Company Shares Certificate Option Company Shares Certificate
   
 - 9 -
 ARTICLE III   REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  Exhibit C Disclosure Schedule
  Organization of the Company
    Articles
  Company Capital Structure.
  
  Underlying Purchased Shares Purchased Securities
  - 10 -
   Sections 3.2(a)and 3.2(c) Section 3.3
      Subsidiaries Section 3.3  Section 3.3
  - 11 -
 Authority
    determined that it is in the best interests of the Company to enter into, deliver and perform this Agreement and (ii)
    No Conflicts.
  Consents.
  Governmental Entity
  - 12 -
 
 SEC Reports; Financial Statements; Undisclosed Liabilities
  Company Reports
  Financial Statements
      Restrictions on Business Activities Section 3.8
  Title to Properties and Assets
    - 13 -
     
  Intellectual Property
  Section 3.10(a)  Company Registered Intellectual Property Inbound License Agreements Outbound License Agreements Company IP Agreements
  Section 3.10(b) Material Company Intellectual Property
    - 14 -
 Trade Secrets Personnel
  Section 3.11(f) Governmental Grants
   
 Taxes.
      Tax Returns
   - 15 -
 Section 3.11(e) Tax Rulings
  Encouragement Law
  Section 102 Ordinance Section 102 Plan
 Labor Matters.
         - 16 -
   Accounting Controls; Sarbanes-Oxley Act
        Warranty Obligations
  Ther
  - 17 -
 Material Contracts
  Section 3.15(a) Material Contract
              Section 3.8
    Material Customer
  Material Supplier
    Interested Party Transactions
  provided however Section 3.16 Section 3.16
  - 18 -
 Governmental Authorization; Compliance with Legal Requirements
      Anti-Bribery Laws
  FDA
      Good Clinical Practices Good Laboratory Practices
  - 19 -
     Litigation Litigation Section 3.18
  Material Customers; Material Suppliers
        - 20 -
 Brokers’ and Finders’ Fees Section 3.20
  Material Adverse Change.
  Representations Complete
  ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
    Organization and Power
  Authority
  Consents
  No Conflicts
  Accredited Investor
 - 21 -
 Exemption from Registration
  No Current Holdings
 
 Acquisition for Own Account
  No Arrangements
  Disclosure of Information
  Transfer or Resale
    - 22 -
 ARTICLE V   COVENANTS
  Removal of Legends Transfer Agent “ Legend Removal Date ”
  Public Disclosure. Announcement
  Confidential Information.
  Additional Documents and Further Assurances
  Use of Proceeds
  - 23 -
 Standstill provided however Section 5.6 Schedule 5.6
  Information Rights
                Registration Rights
    Registrable Securities Demand Request
  Registration Statement
  
   Section 5.8
  Section 5.8(a)
  provided provided further
    Expenses of Registration Section 5.8
  Section 5.8
    - 25 -
       Section 5.8
    Section 5.8
  Interim Conduct of Business.
      - 26 -
  ARTICLE VI   TERMINATION
  Termination
    Termination Date provided Section 6.1(b)
        Effect of Termination Section 6.1 provided Section 5.3 Confidential Information Section 6.2 Effect of Termination ARTICLE VII General Provisions
  ARTICLE VII   GENERAL PROVISIONS
  Entire Agreement
  Assignment
 - 27 -
 Amendment
  Governing Law; Jurisdiction
  Notices
        
  
     
       
      
 - 28 -
                   
  
 Interpretation
  Severability
  Remedies
  Rules of Construction
  Counterparts
    - 29 -
 
   MAZOR ROBOTICS LTD.



By: /s/ Gil Bianco

Name: Gil Bianco

Title: Director



By: /s/ Ori Hadomi

Name: Ori Hadomi

Title:Chief Executive Officer  - 30 -
    COVIDIEN GROUP S.A.R.L.



By:  /s/ Michelangelo Stefani

Name: Michelangelo Stefani

Title: General Manager  - 31 -