AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE WARRANT

Exhibit 99.5

AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE WARRANT

This AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE WARRANT (this “Amendment”) is effective as of April 20, 2022 by and between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”) and the holder of certain Warrants (as herein defined) (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.”

W  I T N E S S E T H:

WHEREAS, the Company issued the Holder an ordinary share purchase warrant (the “Warrant”) to purchase up to 20,000 shares of the Company’s ordinary shares, $0.09 par value per share, pursuant to the terms of a private placement which closed on February 2, 2022;

WHEREAS, the Parties desire to amend certain provisions of the Warrant as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agree with the others as follows:

1. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Warrant.

2. Section 2(b) of the Warrant is hereby deleted in its entirety and replaced with the following:

“(b) Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $1.50 subject to adjustment hereunder (the “Exercise Price”).”

3. Except as herein amended, the Warrant shall remain in full force and effect.

4. Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.

5. Counterparts. This Amendment may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

6. Headings. The headings of Articles and Sections in this Amendment are provided for convenience only and will not affect its construction or interpretation.

7. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Amendment or any of the documents referred to in this Amendment will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.

8. Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Amendment shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Amendment may not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.

9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the choice of law principles thereof. Any disputes arising from this Amendment shall be resolved pursuant to Section 5(e) of the Warrant.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Ordinary Share Purchase Warrant to be duly executed as of the day and year first above written.

	Company:
	G Medical Innovations Holdings Ltd.
	By:	/s/ Xxxxx Xxxx
	Name: Xx. Xxxxx Xxxx
	Title: CEO
	Holder: Xxxx Global Fund II LP
	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Managing member