G MEDICAL INNOVATIONS HOLDINGS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2020 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
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 • October 22nd, 2020 • 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.
Loan Agreement between Bank Mizrahi and G Medical Innovations Ltd.Loan Agreement • October 22nd, 2020 • 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%.
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 • October 22nd, 2020 • 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.”
GEM Capital Commitment AgreementCapital Commitment Agreement • October 22nd, 2020 • 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)
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 • October 22nd, 2020 • 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.
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Warrant Agreement • October 22nd, 2020 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS AGENT’S WARRANT (this “Warrant”) certifies that, for value received, [ ], the registered holder hereof 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 during the period on or after the issuance date of this Warrant (the “Initial Exercise Date”) and until the close of business on the five (5) year anniversary (the “Termination Date”) of the Effective Date (as defined in Section 2(e)), but not thereafter, to subscribe for and purchase from G MEDICAL INNOVATIONS HOLDINGS LTD., a Cayman Islands exempted company (the “Company”), up to [●]2 (as subject to adjustment hereunder, the “Warrant Shares”) ordinary shares, par value $0.018 per share, of the Company (the “Ordinary Shares”). The purchase price of one Warrants Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THE REGISTERED HOLDER OF THIS WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED IN SECTION 2(E) BELOW) SELL, TRANSFER, ASSIGN, PLEDGE...Warrant Agreement • October 22nd, 2020 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
THIS REPRESENTATIVE’S WARRANT (this “Warrant”) certifies that, for value received, [ ], the registered holder hereof 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 during the period on or after the issuance date of this Warrant (the “Initial Exercise Date”) and until the close of business on the five (5) year anniversary (the “Termination Date”) of the Effective Date (as defined in Section 2(e)), but not thereafter, to subscribe for and purchase from G MEDICAL INNOVATIONS HOLDINGS LTD., a Cayman Islands exempted company (the “Company”), up to [●]2 (as subject to adjustment hereunder, the “Warrant Shares”) ordinary shares, par value $0.018 per share, of the Company (the “Ordinary Shares”). The purchase price of one Warrants Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
