Exhibit 4.1


 


EXHIBIT A


 


Form of Pre-Funded Warrant Agreement



 


PRE-FUNDED WARRANT


 


TO PURCHASE ORDINARY SHARES REPRESENTED
BY AMERICAN DEPOSITARY SHARES


 


MEDIGUS LTD.


 


	Warrant No.: __________	Issue Date: __________, 2020


 


Number of American Depositary Shares: ________________


 


THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY
SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until
this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Medigus Ltd.,
an Israeli limited company (the “Company”), up to ______ Ordinary Shares, par value NIS 1.00 per share (the
“Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented
by _____________ American Depositary Share (“ADSs”), each 20 Ordinary Shares representing one ADS, as subject
to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise
Price, as defined in Section 2(b).


 


Section 1. Definitions. In
addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business Day” means
any day except any Friday, Saturday, any Sunday, any day which is a federal legal holiday in the United States, a legal holiday
in the State of Israel or any day on which banking institutions in the State of New York or in the State of Israel are authorized
or required by law or other governmental action to close.


 


“Commission” means the
United States Securities and Exchange Commission.


 


“Deposit Agreement” means
the Deposit Agreement dated May 1, 2015, among the Company, The Bank of New York Mellon as Depositary and the owners and holders
of ADSs from time to time, as such agreement may be amended or supplemented.


 


“Depositary” means The
Bank of New York Mellon, as Depositary under the Deposit Agreement.


  


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Ordinary Share Equivalents”
means any securities of the Company or the Subsidiaries (as defined below) which would entitle the holder thereof to acquire at
any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares or ADSs.


 






    Ex. A-1


     


    

 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind. 


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Trading Day” means a
day on which the Trading Market is open for Trading.


 


“Trading Market” means
any of the following markets or exchanges on which the ADSs are listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).


 


Section 2. Exercise.


 


a) Exercise of Warrant. Subject to
the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or in
part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company,
of a duly executed facsimile copy (or .pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto
(the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the
Holder shall deliver the aggregate Exercise Price of the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise be required.


 


  Notwithstanding anything herein to
the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within ten (10) Trading Days of the date on which the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount
equal to the applicable number of Warrant ADSs purchased. The Holder and the Company shall maintain records showing the number
of Warrant ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the number
of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


In addition, and notwithstanding
the foregoing in this Section 2(a), this Warrant may not be exercised on the Record Date (as such term is defined under the Tel-Aviv
Stock Exchange Ltd. (the “TASE”) rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights
offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi)
a reduction of the share capital of the Company (each of the aforementioned events shall be called: “Corporate Event”).
In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) of a Corporate Event occurs before the
Record Date of a Corporate Event, then the Warrant shall not be exercised on the Ex-Date.


 


b) Exercise Price. The aggregate
exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant ADS, was pre-funded to the Company on
or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of
$0.001 per Warrant ADS) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder
shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date.
The remaining unpaid exercise price per ADS under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise
Price”).


  




    Ex. A-2


     


    

 


c) Cashless Exercise. This Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable: (i) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed
and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to
Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the
ADSs on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading
Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice
of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the
close of “regular trading hours” on such Trading Day;


 


(B) = the Exercise Price of this Warrant, as adjusted
hereunder; and


 


(X) = the number of Warrant ADSs
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise.


 


If
Warrant ADSs are issued in such a “cashless exercise”, the parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act, the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised.  The
Company agrees not to take any position contrary to this Section 2(c).


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs
are then listed or quoted on a Trading Market, the bid price of the ADSs for the time
in question (or the nearest preceding date) on the Trading Market on which the ADSs are then
listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York
City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for
such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported on the Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the ADSs so
reported, or (d) in all other cases, the fair market value of a share of ADSs as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on a Trading
Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market
on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b)  if the OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the ADSs for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable, (c) if the ADSs are not then
listed or quoted for trading on the OTCQB or OTCQX and if prices for ADSs are then reported on the Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the ADSs so reported,
or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


  






    Ex. A-3


     


    

 


d) Mechanics of Exercise.


 


i. Delivery of Warrant ADSs
Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to such exercise with the Depositary
and cause the Depositary to credit the account of the Holder’s or its designee's balance account with the Depositary Trust
Company or its nominees (“DTC”) through its Deposit/Withdrawal At Custodian system (“DWAC”)
if the Depositary is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant ADSs to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery to the address specified by the Holder in the Notice of Exercise, by the date that is the earlier of (i) two (2) Trading
Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant ADS Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant ADSs. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise
by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP on the date of the applicable Notice of Exercise), $10
per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for
each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The
Company agrees to maintain a depositary that is a participant in the FAST program so long as this Warrant remains outstanding and
exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in
a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery
of the Notice of Exercise.


 


ii. Delivery of New Warrants
Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender
of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 


iii. Rescission Rights.
If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by the Warrant
ADS Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required
to return any Warrant ADSs or Ordinary Shares subject to any such rescinded exercise notice concurrently with the return to Holder
of the aggregate Exercise Price paid to the Company for such Warrant ADSs and the restoration of Holder’s right to acquire
such Warrant ADSs pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


iv. Compensation for
Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to deliver or cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the
provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the
Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs that the Company was
required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be
deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases ADSs having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of ADSs with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in
respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.


  






    Ex. A-4


     


    

 


v. No Fractional Warrant Shares,
Warrant ADSs or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant.
As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at
its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price or round up to the next whole ADS.


 


vi. Charges, Taxes and Expenses.
Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs
shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in
the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


vii. Same-Day Processing.
The Company shall pay all transfer agent and Depositary fees required for same-day processing of any Notice of Exercise and all
fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Warrant ADSs, if any.


 


viii. Closing of Books.
The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof. 


 


e) Holder’s Exercise
Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below).  For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder
and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be
issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates
or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary
Shares, a Holder may rely on the number of Ordinary Shares as reflected in (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Depositary setting forth the number of Ordinary Shares outstanding. 
Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the
Holder the number of Ordinary Shares then outstanding.  In any case, the number of Ordinary Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its
Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The
“Beneficial Ownership Limitation” shall be [9.99/4.99% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of the Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to
the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the
Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after
giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this
Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.


 






    Ex. A-5


     


    

 


Section 3.   Certain
Adjustments.


 


a) Share Dividends and Splits. If
the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions
on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for
avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides
outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of
reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues
by reclassification of Ordinary Shares, ADSs or any shares of share capital of the Company, as applicable, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) [RESERVED] 


 


c) Subsequent Rights Offerings. In
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Ordinary Share
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of
Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


 




    Ex. A-6


     


    

 


d) Pro Rata Distributions. During
such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to
such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


  


e) Fundamental Transactions.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or
indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares
(including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares (including any
Ordinary Shares underlying ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects any
reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to
which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization or recapitalization that requires the approval of the
shareholders of the Company, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs, but
not including any Ordinary Shares or ADSs held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination)
(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Ordinary Share represented by each Warrant ADS that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital stock of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the
number of Ordinary Shares represented by each Warrant ADS for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of
any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share or ADS, as applicable,
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Ordinary Shares or ADSs are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise
of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of
the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the Ordinary Shares represented by each Warrant ADS acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price
which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the
Ordinary Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and
substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein.


   






    Ex. A-7


     


    

 


f) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposes of this
Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


g) Notice to Holder.


 


i) Adjustment to Exercise Price.
Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the
Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.


 


ii) Notice to Allow Exercise
by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares,
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any
shares of share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in
connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be
specified in such notice and provided, further that no notice shall be required if the information is disseminated in a press release
or document submitted to or filed with the Commission. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period
commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.


 




    Ex. A-8


     


    

 


Section 4. Transfer of Warrant.


 


a) Transferability. This Warrant
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto properly completed and duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer, accompanied by reasonable evidence of authority
of the party making such request that may be required by the Company including but not limited to, the signature guarantee of a
guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the
Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of
Warrant ADSs without having a new Warrant issued.


  


b) New Warrants. This Warrant may
be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall
be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.


 


c) Warrant Register. The Company
shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary 


Section 5. Miscellaneous.


 


a) No Rights as Shareholder Until Exercise.
This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior
to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any share certificate relating to the Warrant ADSs, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will
make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or
share certificate.


 


c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 






    Ex. A-9


     


    

 


d) Authorized Shares. The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares
upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon
the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or
of any requirements of the applicable Trading Market upon which the Ordinary Shares and ADSs may be listed. The Company
covenants that all Warrant ADSs which may be issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created
by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with
such issue).


 


Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant ADSs upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action which would result
in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof.


 


e) Jurisdiction. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each party hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
each party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 5(i) hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the receiving party in any action, proceeding or claim. Each of the Company and the Holder agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. Each party (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Warrant or the transactions contemplated here by respective affiliates, directors, officers, shareholders, partners,
members, employees or agents.


 


f) Restrictions. The Holder acknowledges
that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise,
will have restrictions upon resale imposed by state and federal securities laws.


 






    Ex. A-10


     


    

 


g) Nonwaiver and Expenses. No course
of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if
the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to
the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices. Any notices, consents,
waivers or other document or communications required or permitted to be given or delivered under the terms of this Warrant, including,
without limitation, a Notice of Exercise, must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered
personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from
the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier
service, one (1) Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall
be:


 


If to the Company:


 


Medigus Ltd.


Omer Industrial Park, No. 7A


P.O. Box 3030


Omer 8496500, Israel


Attention: Chief Executive Officer


E-mail: liron.carmel@medigus.com


 


With a copy (for informational purposes
only) to:


 


Sullivan & Worcester LLP


1633 Broadway


New York, NY 10019


Attention: Oded Har-Even, Esq.


Fax No: (212) 660-3001


 


And to:


 


Meitar | Law Offices


16 Abba Hill Rd.


Ramat Gan, Israel 5250608


Attention: Shachar Hadar, Adv.


E-mail: shacharh@meitar.com


 


If to a Holder, to its address, facsimile
number or e-mail address set forth herein or on the books and records of the Company.


 


i) Limitation of Liability. No provision
hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant ADSs, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any
Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.


 


j) Remedies. The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.


 






    Ex. A-11


     


    

 


k) Successors and Assigns. Subject
to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by
the Holder or holder of Warrant ADSs.


  


l) Amendment. This Warrant may be
modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m) Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


n) No Expense Reimbursement. The
Holder shall no way be required the pay, or to reimburse the Company for, any fees or expenses of the Company's transfer agent
or Depositary in connection with the issuance or holding or sale of the ADSs, Warrant ADSs and/or Ordinary Shares. The Company
shall solely be responsible for any and all such fees and expenses.


 


o) Headings. The headings used in
this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


********************


 


(Signature Page Follows)


 




    Ex. A-12


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	MEDIGUS LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Ex. A-13


     


    




 


NOTICE OF EXERCISE


 


	 	To:	MEDIGUS LTD.


 


(1) The undersigned hereby elects to purchase
________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the Exercise Price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check
applicable box):


 


		☐	in lawful money of the United States; or



 


		☐	the cancellation of such number of Warrant ADSs as is necessary,
in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant
ADSs purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).



 


(3) Please register and issue said Warrant
ADSs in the name of the undersigned or in such other name as is specified below:


 


	 	DTC Participant name and number:            _______________________
	 	 
	 	Contact of DTC Participant:                        _______________________
	 	 
	 	Telephone Number of Participant Contact: _______________________
	 	 	 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: __________________________________________________________


 


Signature of Authorized Signatory of Investing Entity:______________________________________


 


Name of Authorized Signatory: _______________________________________________________


 


Title of Authorized Signatory: ________________________________________________________


 


Date: ________________ 


 




    Sch. I-1


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute
this form and supply required information. Do not use this form to purchase Warrant ADSs.)


 


FOR VALUE RECEIVED, the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 	 	 
	 	 	(Please Print)	 	 
	 	 	 	 	 
	Address:	 	 	 	 
	 	 	(Please Print)	 	 
	 	 	 	 
	Phone Number: _________________	 	 	 
	 	 	 	 
	Email Address: _________________	 	 	 
	 	 	 	 
	Dated: _______________ __, ______	 	 	 
	 	 	 	 
	Holder’s Signature: ____________________	 	 	 
	 	 	 	 
	Holder’s Address: _____________________	 	 	 
	 	 	 	 	 	 	 	 


 


 


Sch. I-2