AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2022, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement amends and restates that certain registration rights agreement dated as of April 18, 2022.
UNDERWRITING AGREEMENT between G Medical Innovations Holdings Ltd. and THINKEQUITY LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2022, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
G Medical Innovations Ltd.Placement Agent Agreement • April 18th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2023, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.Ordinary Share Purchase Warrant • July 18th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 January [20], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 20, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to 9,245,239 ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to that certain Letter Agreement, dated as of July 18, 2022, by and between the Company and the Holder (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms.
G MEDICAL INNOVATIONS HOLDINGS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2020 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
G MEDICAL INNOVATIONS HOLDINGS LTD. ORDINARY SHARES SALES AGREEMENTSales Agreement • September 19th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations HOLDINGS LTD.Security Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Jonathan B. Rubini or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after November 24, 2022 (the “Initial Exercise Date”), but on or prior to 5:00p.m. (New York City time) on October 24, 2027 (the “Termination Date”) and not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to 2,777,777 Ordinary Shares (the “Warrant Shares”) as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations LTD.Warrant Agreement • April 22nd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Jonathan B. Rubini or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the earlier of: (i) the date that the Company issues Ordinary Shares in its next equity financing of at least $10,000,000, including without limitation, an initial public offering (“Next Equity Financing”), or (ii) June 30, 2022 (the “Initial Exercise Date”), but on or prior to 5:00p.m. (New York City time) on April 7, 2026 (the “Termination Date”) and not thereafter, to subscribe for and purchase from G Medical Innovations Ltd., an Israeli corporation (the “Company”), up to 136,571 Ordinary Shares (the “Warrant Shares”) as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of December 15, 2021, by and between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
PRE-FUNDED Ordinary shareS PURCHASE WARRANT G Medical Innovations Holdings Ltd.Pre-Funded Ordinary Shares Purchase Warrant • February 28th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares, par value $3.15 per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.Placement Agent Agreement • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS ORDINARY SHARE PURCHASE WARRANT (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 February [__], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August [__], 20272 (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 3 of that certain Placement Agency Agreement, dated as of January 31, 2022, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from time to time in
SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2022Convertible Security Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE (this “Debenture”) amends and restates that certain 10% Convertible Debenture, originally dated April 7, 2021, as amended and restated on June 1, 2022, which was one of a series of duly authorized and validly issued 10% Convertible Debentures of G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5 Oppenheimer St., Rehovot 7670105, Israel, designated as its 10% Convertible Debenture due October 7, 2021 (this Debenture, collectively with the other debentures of such original October 2021 series, the “Debentures”).
To: The Directors G Medical Innovations Holdings Limited ARBN 617 204 743 PO Box 10008, Willow House, Cricket Square Grand Cayman, KY1-1001, Cayman Islands (Company) From: MEF I, L.P. c/- Magna 40 Wall Street New York NY 10005 United States of America...Convertible Securities Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
We refer to the Convertible Securities Agreement. Terms defined in the Convertible Securities Agreement have the same meaning when used in this letter.
Guangzhou Sino-Israel Bio-Industry Investment Fund (LLP) And G Medical Innovations Asia Limited Contract for the Establishment of Guangzhou G Medical Innovations Medical Technology Ltd. General ProvisionsContract for the Establishment of Guangzhou G Medical Innovations Medical Technology Ltd. • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
Animated by the purpose of facilitating the cooperation in the investment in the Bio-industry by the parties to this contract, in accordance with the “Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures”, its detailed rules and other relevant laws and regulations of China, based on the principle of equality and mutual benefits, through friendly and candid consultation, all parties agree to jointly form, effective as of Closing, a Chinese Equity Joint Venture company in the Guangzhou Development District (the “GDD”)/Bio-Island which will be engaged in the territory of the mainland of People’s Republic of China, Hong Kong and Macau, in the (i) importation, distribution, marketing and sale of all devices products manufactured by Party B and/or Party B Group, (ii) development, performance of clinical trials and regulatory activities and be responsible for the manufacturing of all the devices and products of Party B and/or Party B Group, support and provision of w
LOAN AGREEMENTLoan Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
This Loan Agreement (the “Agreement”) is entered into force and effect as of the 1st October 2018, by canceling on a mutual consent, the agreement entered on May 16, 2018 (Hereinafter the “Effective Date”) by and between G Medical Innovations Holdings Ltd., ARBN 617 204 743, a company organized and existing under the laws of the Cayman Islands (the “Company”) and Mr. Yacov Geva, holder of Israeli ID no. __________ (the “Lender”).
DISTRIBUTION AGREEMENTDistribution Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • London
THIS DISTRIBUTION AGREEMENT (“Agreement”) is made effective as of the 21 day of April, 2020 (“Effective Date”) and is entered into by and between;
G Medical Innovations Holdings Limited Willow House Cricket Sq Grand Cayman, Cayman Islands Attention: Brendan de Kauwe Dear Dr de Kauwe, CONTROLLED PLACEMENT DEED – CONFIRMATION OF ISSUE OF COLLATERAL SHARESControlled Placement Deed • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
We refer to the Controlled Placement Agreement entered into by G Medical Innovations Holdings Limited (G Medical) and Acuity Capital Investment Management Pty Ltd (Trustee) as trustee for the Acuity Capital Holdings Trust (Acuity Capital) dated on or about 5 September 2018 with an Option Start Date of 5 September 2018 (the Controlled Placement Deed).
CREDIT LINE AGREEMENTCredit Line Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS CREDIT LINE AGREEMENT (the “Agreement”) is made and executed on the 6th of December, 2016 and shall be effective as of January 2015 (the “Effective Date”), by and between LG Medical Innovation Ltd., a company incorporated under the laws the Cayman Islands, residing at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KYI -9005, Cayman Islands (the “Company”) and Yacov Geva, Passport No. , residing at, London WIU 6QQ, United Kingdom (the “Lender”).
From: MEF I, L.P. (Investor) Dear Sirs Convertible Securities Agreement between the Company and the Investor executed on or around 29 October 2018 and amended by a Letter Agreement dated on or around 26 March 2019 (“Convertible Securities Agreement”)Convertible Securities Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
We refer to the Convertible Securities Agreement. Terms defined in the Convertible Securities Agreement have the same meaning when used in this letter.
ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.Purchase Warrant Agreement • February 28th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ThinkEquity LLC 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 [●], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York City time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $3.15 per share, of the Company (the “Ordinary Shares” and such shares issuable upon exercise of this warrant, the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares
GENERAL SECURITY AGREEMENT G Medical Innovations Holdings Limited MEF I, L.P. ContentsGeneral Security Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
Loan Agreement between Bank Mizrahi and G Medical Innovations Ltd.Loan Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
Annual interest rate: The annual interest rate from the Signing Date through March 25, 2019: 4.9898%. The annual interest rate is composed of the following: (i) LIBOR as of the Signing Date: 2.4898%, and (ii) Margin interest rate: 2.5%.
Convertible Securities Agreement G Medical Innovations Holdings Limited MEF I, L.P. Agreement for the issue of convertible securities as part of a raise of up to US$5,000,000Convertible Securities Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • Western Australia
Options: The number of options to purchase Shares, exercisable at the Options Exercise Price on or before the Options Expiration Date, all as specified below.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
This AMENDMENT (the “Amendment”) is made as of this 26 day of February, 2017, by and among Mr. Yacov Geva, Passport No. , residing at , London W1U 6QQ, United Kingdom (the “Lender”), and G Medical Innovations Holdings Limited, a company incorporated under the laws of the Cayman Islands (former LG Medical Innovation Ltd.), having its registered address at P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (the “Borrower”, and together with the Lender the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Loan Agreement (as defined below):
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Media and Marketing Services Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • California
This MEDIA AND MARKETING SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 30, 2020 (the “Effective Date”) by and between G MEDICAL INNOVATIONS HOLDINGS LTD., a Cayman Islands exempted company (“Company”), and GRS, LLC, a Delaware limited liability company (“GRS”). GRS and Company may each be referred to herein as a “Party” and, collectively, as the “Parties.”
2. PRIORITY 3 3. ENFORCEMENT ACTIONS 3 4. APPLICATION OF MONIES 4 5. ORDINARY COURSE ACTIONS 4 6. INVALID OR CONTESTED PAYMENTS 4 7. RELIANCE 5 8. THE COLLATERAL AGENT 5 9. MISCELLANEOUS 8 SCHEDULE 12 ANNEXURE “A” – ACCESSION DEED POLL 13Collateral Agency Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • Western Australia
IT IS AGREED for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company agrees with the Lenders and the Collateral Agent as follows:
GEM Capital Commitment AgreementCapital Commitment Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
between G Medical Innovations Holdings Ltd ARBN 617 204 743 a company incorporated in the Cayman Islands and having its office c/- G Medical Diagnostic Services, Inc., 1500 Lakeside Drive, State 115 Bannockburn, Illinois 60015, United States of America (Company)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2020, between G Medical Innovations Holdings Ltd., a Cayman Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AGREEMENTLoan Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
This Loan Agreement (the “Agreement”) is entered into on December 19, 2016 and shall be effective as of August 1, 2016 (the “Effective Date”) by and between (i) Yacov Geva, Passport No. , residing at , London WIU 6QQ, United Kingdom (the “Lender”), and (ii) LG Medical Innovation Ltd., (a company incorporated under the laws the Cayman Islands residing at c/o Intertrust Corporate Services (Cayman) limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands (the “Borrower”, and together with the Lender, the “Parties”).
To: The Directors G Medical Innovations Holdings Limited ARBN 617 204 743 PO Box 10008, Willow House, Cricket Square Grand Cayman, KY1-1001, Cayman Islands (Company) From: MEF I, L.P. (Investor) Dear Sirs Convertible Securities Agreement between the...Convertible Securities Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
We refer to the Convertible Securities Agreement. Terms defined in the Convertible Securities Agreement have the same meaning when used in this letter.
PRE-FUNDED PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.Pre-Funded Purchase Warrant • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS PRE-FUNDED PURCHASE WARRANT (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 February [__], 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 2.1 and 2.2 of that certain Securities Purchase Agreement, dated as of January 31, 2022, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with it
ContractWarrant Agreement • December 16th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT (the “Agreement”) is made as of the 4 day of August 2016 (the “Effective Date”) by and between Mennen Medical Ltd, a corporation organized and existing under the laws of Israel, with principal offices located at 6 Ha-Kishon St. Yavne 8122017 Israel (“Mennen”) and G-Medical Innovations Ltd, a corporation organized and existing under the laws of Israel, with principal offices located at 3 Golda Meir St. Nes Ziona 7403648 (“G-Medical”).
