WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations LTD.G Medical Innovations Holdings Ltd. • February 23rd, 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. • February 23rd, 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 • February 23rd, 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”).
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 ProvisionsLicense Agreement • February 23rd, 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”).
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 SHARESG Medical Innovations Holdings Ltd. • February 23rd, 2021 • 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 • February 23rd, 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”)G Medical Innovations Holdings Ltd. • February 23rd, 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.
GENERAL SECURITY AGREEMENT G Medical Innovations Holdings Limited MEF I, L.P. ContentsGeneral Security Agreement • February 23rd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
Convertible Securities Agreement G Medical Innovations Holdings Limited MEF I, L.P.Convertible Securities Agreement • February 23rd, 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 • February 23rd, 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 13Index • February 23rd, 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:
LOAN AGREEMENTLoan Agreement • February 23rd, 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”).
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”).
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. • February 23rd, 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. (Investor) Dear Sirs Convertible Securities Agreement between the...G Medical Innovations Holdings Ltd. • February 23rd, 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.
