WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations LTD.G Medical Innovations Holdings Ltd. • January 13th, 2021 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ALPHA CAPITAL ANSTALT 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 after the earlier of: (i) the date that the Company issues Ordinary Shares in its next equity financing of at least $5,000,000, including without limitation, an initial public offering (“Next Equity Financing”), or (ii) June 30, 2022 (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 21, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from G Medical Innovations Ltd., an Israeli corporation (the “Company”), up to 398,332 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).
10% CONVERTIBLE DEBENTURE DUE June 21, 2021G Medical Innovations Holdings Ltd. • January 13th, 2021 • Surgical & medical instruments & apparatus • New York
THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of G Medical Innovations Holdings Ltd., a Cayman Islands corporation (the “Company”), having its principal place of business at 5 Oppenheimer St., Rehovot 7670105, Israel, designated as its 10% Convertible Debenture due June 21, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [__], 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”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 13th, 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;
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”)G Medical Innovations Holdings Ltd. • January 13th, 2021 • 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.
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...G Medical Innovations Holdings Ltd. • January 13th, 2021 • 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.G Medical Innovations Holdings Ltd. • January 13th, 2021 • 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 • January 13th, 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.”
GEM Capital Commitment AgreementG Medical Innovations Holdings Ltd. • January 13th, 2021 • 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...G Medical Innovations Holdings Ltd. • January 13th, 2021 • 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.
