WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations LTD.G Medical Innovations Holdings Ltd. • March 4th, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 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”).
10% CONVERTIBLE DEBENTURE DUE August 21, 2021G Medical Innovations Holdings Ltd. • March 4th, 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”).
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 • March 4th, 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
DISTRIBUTION AGREEMENTDistribution Agreement • March 4th, 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;
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. • March 4th, 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 • March 4th, 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”).
GENERAL SECURITY AGREEMENT G Medical Innovations Holdings Limited MEF I, L.P. ContentsGeneral Security Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus
Loan Agreement between Bank Mizrahi and G Medical Innovations Ltd.G Medical Innovations Holdings Ltd. • March 4th, 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%.
Convertible Securities Agreement G Medical Innovations Holdings Limited MEF I, L.P. Agreement for the issue of convertible securities as part of a raise of up to US$5,000,000Convertible Securities Agreement • March 4th, 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 • March 4th, 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):
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 • March 4th, 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:
GEM Capital Commitment AgreementG Medical Innovations Holdings Ltd. • March 4th, 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)
LOAN AGREEMENTLoan Agreement • March 4th, 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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of October 31, 2018Membership Interest Purchase Agreement • March 4th, 2021 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • Illinois
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of October 31, 2018, by and among G MEDICAL INNOVATIONS USA, INC., a Delaware corporation (“Buyer”), TELERHYTHMICS, LLC, a Tennessee limited liability company (“Company”); DIGIRAD IMAGING SOLUTIONS, INC., a Delaware corporation (“Seller”); and Digirad Corporation, a Delaware corporation and parent of seller (for purposes of Section 6.10 only) (“Seller Parent”). Buyer, the Company, and Seller are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
