0001213900-22-004787 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2022, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 30, 2022, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

G Medical Innovations Ltd.
Placement Agent Agreement • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.
Ordinary Share Purchase Warrant • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] 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 on or after February [__], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February [__], 20272 (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 2.1 and 2.2 of that certain Securities Purchase Agreement, dated as of January 31, 2022, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.
Placement Agent Agreement • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] 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 on or after February [__], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August [__], 20272 (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 3 of that certain Placement Agency Agreement, dated as of January 31, 2022, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from time to time in

PRE-FUNDED PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.
Pre-Funded Purchase Warrant • February 1st, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus

THIS PRE-FUNDED PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] 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 on or after February [__], 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares, par value $0.09 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 2.1 and 2.2 of that certain Securities Purchase Agreement, dated as of January 31, 2022, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with it

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