UNDERWRITING AGREEMENT between G Medical Innovations Holdings Ltd. and THINKEQUITY LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004
PRE-FUNDED Ordinary shareS PURCHASE WARRANT G Medical Innovations Holdings Ltd.G Medical Innovations Holdings Ltd. • February 28th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED ORDINARY SHARES 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 the Issue 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 $3.15 per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORDINARY SHARE PURCHASE WARRANT G MEDICAL INNOVATIONS HOLDINGS LTD.G Medical Innovations Holdings Ltd. • February 28th, 2023 • Surgical & medical instruments & apparatus
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ThinkEquity LLC 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 [●], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York City time) on the date that is five (5) years following the Effective Date (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 $3.15 per share, of the Company (the “Ordinary Shares” and such shares issuable upon exercise of this warrant, the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares
PRE-FUNDED WARRANT AGENT AGREEMENTPre-Funded Warrant Agent Agreement • February 28th, 2023 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
This Warrant Agent Agreement made as of , 2023, is between G Medical Innovations Holdings Limited, a Cayman Islands corporation, with offices at 5 Oppenheimer St. Rehovot 7670105, Israel (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
