Exhibit
10.6


 


15
August 2019


 


To:


 


The
Directors


G
Medical Innovations Holdings Limited




ARBN
617 204 743




PO
Box 10008, Willow House, Cricket Square




Grand
Cayman, KY1-1001, Cayman Islands




(Company)


 


From:


 


MEF
I, L.P.


(Investor)


 


Dear
Sirs


 


Convertible
Securities Agreement between the Company and the Investor executed on or around 29 October 2018 and amended by a Letter Agreement
dated on or around 26 March 2019 (“Convertible Securities Agreement”)


 






 


We
refer to the Convertible Securities Agreement. Terms defined in the Convertible Securities Agreement have the same meaning when
used in this letter.


 


		1	Variation
                                         of Convertible Securities Agreement



 


The
Company and the Investor agree that:


 


		(a)	The
                                         Face Value of all outstanding Convertible Securities will be increased by 5% to US$1.189.



 


		(b)	The
                                         Company’s obligation to redeem 758,331 Convertible Securities which represents 31⁄2
                                         amortisations for the period of April (half payment outstanding), May, June and July
                                         (Delayed Amortisation) is varied so that:



 


		(i)	the
                                         Company must carry out the Delayed Amortisation on or before 25 August 2019;



 


		(ii)	prior
                                         to 25 August 2019, the Investor may, at' the Investor’s option:



 


		(A)	by
                                         notice to the Company require the Company to carry out some or all of the Delayed Amortisation
                                         on no less than 2 days written notice to the Company. If the Investor does so, then the
                                         Company must carry out the redemption in accordance with the Investor’s notice and clause
                                         3.7 of the Convertible Note Agreement, and upon the Company doing so, its obligation
                                         under paragraph 1(b)(i) of this letter will be decreased to the extent of the Delayed
                                         Amortisation carried out;





 






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		(B)	give
                                         a Conversion Notice to the Company in respect of some or all of the Convertible Securities
                                         the subject of the Delayed Amortisation. If the Investor does so, then the Company must
                                         carry out the Conversion in accordance with the Conversion Notice and clause 3.1 of the
                                         Convertible Securities Agreement, and upon the Company doing so, its obligation under
                                         paragraph 1(b)(i) of this letter will be decreased to the extent of the Conversion.



 


		(c)	Paragraph
                                         1(b) of this letter applies solely in respect of the Delayed Amortisation, and does not
                                         apply in respect of any other redemption that may be required under clause 3.7 of the
                                         Convertible Securities Agreement.



 


		(d)	Other
                                         than as specifically set out in this letter, nothing in this letter acts as a waiver
                                         of any right the Investor may have under the Convertible Securities Agreement.



 


		2	Floor
                                         Price



 


The
Company agrees that within 90 days of this Amendment Letter, the Company will seek shareholder approval to remove the definition
of Floor Price in the Convertible Securities Agreement. If the Company fails to receive shareholder approval, the Investor shall
have the right to request repayment of the Amount Outstanding in accordance with clause 3.8(a)(i).


 


		3	Acknowledgements



 


The
Company and the Investor agree and acknowledge that:


 


		(a)	this
                                         letter is a Transaction Document for the purposes of the Convertible Securities Agreement;



 


		(b)	except
                                         as provided in this letter, in all other respects the provisions of the Convertible Securities
                                         Agreement are ratified and confirmed and continue in full force and effect.



 


		4	General



 


		(a)	This
                                         letter is governed by the law of Western Australia and the parties submit to the non-exclusive
                                         jurisdiction of its courts and the courts competent to determine appeals from those courts
                                         with respect to any proceedings that may at any time be brought in relation to this document.



 


		(b)	If
                                         this document is executed in counterparts then each is deemed an original and together
                                         they constitute one document. A party who has executed a counterpart of this document
                                         may deliver that counterpart to the other parties by posting it, by hand delivery or
                                         by forwarding a copy of the executed counterpart to them in portable document format
                                         (PDF) attached to an email, by fax or in any other format that the parties agree in writing.



  






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Yours
faithfully


 


Investor


 


Signed,
sealed and delivered as a deed by


MEF
I, L.P. by its authorised representative


in
the presence of:


 


	/s/
    Ari Morris	 	 
	Ari Morris	 	Signature of witness
	 	 	 
	Portfolio Manager	 	 
	 	 	 
	 	 	 
	 	 	Name of Witness (print)
	 	 	 
	 	 	 
	 	 	Occupation
	 	 	 
	 	 	 
	 	 	Address


 


Acknowledged
and agreed by the Company


 


Executed
in accordance with section 127 of


the Corporations Act 2001 by G Medical


Innovations
Holdings Limited

 ARBN 617 204 743:


 


	/s/ Yacov Geva	 	 
	Signature of director/company secretary	 	Signature of director  
	 	 	 
	Yacov Geva	 	 
	Print name  	 	Print name  





 


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