SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2022, between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (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 HOLDINGS LTD.Security Agreement • October 27th, 2022 • 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 November 24, 2022 (the “Initial Exercise Date”), but on or prior to 5:00p.m. (New York City time) on October 24, 2027 (the “Termination Date”) and not thereafter, to subscribe for and purchase from G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), up to 2,777,777 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).
SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2022Convertible Security Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE (this “Debenture”) amends and restates that certain 10% Convertible Debenture, originally dated April 7, 2021, as amended and restated on June 1, 2022, which was one of a series of duly authorized and validly issued 10% Convertible Debentures of G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (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, collectively with the other debentures of such original October 2021 series, the “Debentures”).
