Exhibit 10.3


 


AMENDMENT NO.
1 TO COMMON STOCK PURCHASE AGREEMENT


 


This Amendment No. 1 (“Amendment”)
is entered into on this 22nd day of June 2021, by and between Smart Repair Pro, Inc., a private corporation incorporated under
the laws of the State of California (“Pro”), Purex Inc., a corporation incorporated under the laws the State of California
(“Purex”)(Pro together with Purex, the “Companies”), the undersigned stockholders of the Companies
(the “Pro Stockholder”, the “Purex Stockholders” respectively, and together the “Stockholders”)
and Vicky Hacmon, ID 033847799 of 112 Rokach Street, Ramat Gan, Israel (the “Manager”) on the one hand, and Medigus
Ltd., a public company incorporated under the laws of the State of Israel of 7A Industrial Park, P.O. Box 3030, Omer, 8496500 Israel (the
“Purchaser”) on the other hand.


 


Capitalized terms used but
not defined herein shall have the meaning ascribed to them under the Agreement (as defined below)


 


WHEREAS, the Parties
have previously entered into that certain Common Stock Purchase Agreement, dated as of October 8, 2020 (the “Agreement”);


 


WHEREAS, the Parties
wish to amend the Agreement with respect to the terms expressly stated in this Amendment and regulate their relationship in accordance
to the terms and conditions set forth herein.


 


NOW, THEREFORE, the Parties hereby agree as
follows:


 


		1.	Section 1.1(a) of the Agreement shall be amended in its entirety to read as follows:



 


“Companies
Valuation. The valuation used for the purpose of determining the purchase price for the Pro Common Stock and the Purex Common Stock
(as each are defined herein), shall be calculated on a joint basis, and shall be equal to; (A) the Companies consolidated seller discretionary
earnings, calculated as the Companies EBITDA (as approved by the Companies accountants for the period ended December 31, 2020 in accordance
with generally accepted accounting principles, or the “Determination Period”), plus general and administrative
expenses (including Manager’s compensation expenses) and research and development expenses relating to the development of new products
incurred during the Determination Period (the “SDE”); multiplied by (B) 3.5; minus (C) the outstanding
Stockholders Loan (as defined herein)(the “Companies Valuation”). The Companies Valuation shall be allocated among
the Companies such that Pro’s valuation shall equal 88% of the Companies Valuation (the “Pro Portion” and the
“Pro Valuation” respectively) and Purex’s valuation shall be equal to 12% of the Companies Valuation (the “Purex
Portion” and the “Purex Valuation” respectively). The Companies target SDE for the annual period ended December
31, 2020 shall be $1,000,000 (the “SDE Target”).


 


		2.	Effective Date 



 


This
Amendment shall be in effect as of the date hereof and shall be attached to the Agreement and become an integral part thereof. 


 


		3.	Reservation of Terms 



 


Except
as expressly stated in this Amendment all other terms in the Agreement shall remain unchanged unless specifically amended in accordance
with the terms of the Agreement.


 


- Signature Pages Follow -


 




     


     


    

 


IN WITNESS
WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment
as of the day and year first above written.


 


	 	COMPANIES:
	 	 	 
	 	SMART REPAIR PRO, INC.:
	 	 	 
	 	By:	/s/ Julia Gerasimova
	 	Name: 	Julia Gerasimova
	 	Title: 	CEO
	 	 	 
	 	PUREX, INC.:
	 	 	 
	 	By:	
	 	Name: 	Galit Mccord
	 	Title: 	Owner






 




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IN WITNESS WHEREOF, the parties have caused
their duly authorized representatives to execute this Amendment as of the day and year first above written.


 


	 	PURCHASER:
	 	 	 
	 	MEDIGUS LTD.
	 	 	 
	 	By:	/s/ Eli Yoresh
	 	Name: 	
	 	Title:	






 




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IN WITNESS WHEREOF,
the parties have caused their duly authorized representatives to execute this Amendment as of the day and year first above written.


 


	 	STOCKLHOLDERS:
	 	 
	 	JULIA GERASIMOVA
	 	 
	 	/s/ Julia Gerasimova
	 	 
	 	GALIT MCCORD
	 	 
	 	/s/ Galit McCord
	 	 
	 	SOLY HACMON
	 	 
	 	/s/ Soly Hacmon
	 	 
	 	MANAGER:
	 	 
	 	VICKY HACMON
	 	 
	 	/s/ Vicky Hacmon



 


 


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