SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2021, 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”).
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).
10% CONVERTIBLE DEBENTURE DUE October 7, 2021Convertible Security Agreement • April 22nd, 2021 • G Medical Innovations Holdings Ltd. • 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 October 7, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
