Exhibit 10.15


 


LOAN
AGREEMENT


 


This
Loan Agreement (the “Agreement”) is entered into force and effect as of the 1st October 2018, by
canceling on a mutual consent, the agreement entered on May 16, 2018 (Hereinafter the “Effective Date”) by
and between G Medical Innovations Holdings Ltd., ARBN 617 204 743, a company organized and existing under the laws of the Cayman
Islands (the “Company”) and Mr. Yacov Geva, holder of Israeli ID no. __________ (the “Lender”).


 


WHEREAS, the Company
wishes to receive a loan secured by Promissory note, in the aggregate amount of up to US$ 10,000,000, include the amounts
already landed, (Hereinafter the “Principal  Amount”) from the Lender, and the Lender agrees to grant such
loan to the Company, all pursuant to the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual agreements contained herein, the parties hereto, intending to be
legally bound, agree as follows:


 


		1.	Disbursement of Loan



 


		1.1.	At any time prior to the Repayment Date, the Company
shall be entitled to draw amounts on account of the Principle Amount, by provision to the Lender of a written notice setting forth
the requested amount. The Lender shall transfer the drawn amount by wire transfer to the Company’s bank account within
7 business days from receipt of the notice.



 


		1.2.	The Company will use the proceeds of the Principal
Amount to fund inventory and medical device purchases and for working capital purposes.



 


		2.	Interest



 


		2.1.	The
                                         Loan Amount, actually landed up to the signing of this agreement, shall bear interest
                                         at a fixed rate of 10% per annum, calculated on a linear basis from the disbursement
                                         date of each installment of the Principal Amount until April 30, 2019 in accordance
                                         with the terms hereunder (the “Interest”).



 


		2.2.	Any Loan Amount that will be landed from this day
of signing, up to the April 30, 2019 shall bear interest at a fixed rate of 12% per annum, calculated on a linear basis from the
disbursement date of each installment of the Principal Amount up to its repayment in accordance with the terms hereunder (the
“Interest”).



 


		2.3.	Any accrued and unpaid Interest applicable to the
Principal Amount or any portion thereof shall be payable to the Lender together with the repayment of the Principal Amount in
accordance with the provisions hereof.



 


		2.4.	The Principal Amount together with the Interest, shall
be referred to hereunder as the “Loan Amount”.



 


		3.	Repayment



 


		3.1.	The Company shall repay the entire Loan Amount in
cash by no later than April 30, 2019 (the “Repayment Date”).



 


		3.2.	Notwithstanding the
above, its hereby mutually agreed, that upon lander sole option at his sole discretion, this loan agreement can be extended from
repayment date to December 31, 2019 at a fixed interest rate of 15% per annum, calculated on a linear basis from the disbursement
date of each installment of the Principal Amount and until its repayment in accordance with the terms hereunder (the “Interest”).



 



     


     


    

 


		3.3.	For
avoidance of any doubt, if the loan agreement will be extended, for any reason whatsoever to December 31, 2019, the Loan Amount
shall bear interest at a fixed rate of 15% per annum, calculated on a linear basis from the disbursement date of each installment
of the Principal Amount from April 30, 2019 up to its repayment in full accordance with the terms hereunder (the “Interest”)



 


		3.4.	Repayment
shall be made in US dollars by wire to such account(s) as the Lender may designate in writing.



 


		3.5.	Notwithstanding the above, the Company may, at its
discretion, repay the Loan Amount (in whole or in part) prior to the Repayment Date. The Company shall notify the Lender of any
such early repayment no less than five (5) business days before the date of repayment.



 


		3.5.	This
Agreement shall expire upon the full and final repayment by the Company of the Loan Amount drawn by the Company prior to the Repayment
Date.



 


		3.6.	Any taxes shall be withheld by the Company at the
time of repayment of the outstanding Loan Amount, as applicable. VAT shall apply, if and as required by applicable law.



 


		4.	Representations and Warranties



 


		4.1.	The Company represents and warrants to the Lender
that (i) the Company has all requisite corporate power and authority to execute and deliver this Agreement and to carry out and
perform its obligations under this Agreement; (ii) the execution of this Agreement and the completion of the transaction contemplated
hereby shall not be in violation of the articles of association of the Company or any agreement to which the Company is a party,
and (iii) no consents, authorizations or approvals or waivers of any kind of any governmental authority or other third party are
required in connection with the execution or performance of this Agreement by the Company.



 


		4.2.	The
Company further represents that this Agreement constitutes a valid and legally binding obligation, enforceable against the Company
in accordance with its terms, except as limited by applicable laws of general application affecting enforcement of creditors’
rights generally and by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies
and general principles of equity.



 


		4.3.	The
Lender represents and warrants to the Company that it has all requisite power and authority to execute and deliver this Agreement
and to carry out and perform its obligations under this Agreement.



 


		4.4.	Both parties represent and warrant that transactions
contemplated hereunder are carried out on an arm’s length basis.



 


		5.	Events of Default



 


		 	Notwithstanding
anything to the contrary contained herein, upon the occurrence of each of the events set forth below in this Section 5 (each an
“Event of Default”). the Lender shall be entitled (but shall not be required) (i) to activate the Promissory
note in full and effect (ii) to demand immediate repayment of Loan Amount, in which case the Loan Amount shall be due and payable
on the fifth (5th) business day following the delivery to the Company of such request:



 


		5.1.	The
commencement by or against the Company of any liquidation proceedings, bankruptcy, insolvency, moratorium, receivership, reorganization
or similar proceeding.



 




    2 


     


    

 


		5.2.	The appointment of a
receiver, liquidator, special manager or trustee over all or any part of the Company’s assets, or the appointment of a permanent
liquidator or permanent receiver to take possession of the material property or assets of the Company, or an attachment is placed
on a material part of the property or assets of the Company, or the calling by the Company of a meeting of creditors for the purpose
of entering into a scheme or arrangement with them.



 


		6.	Miscellaneous



 


		6.1.	Legal Representation. The Company and
the Lender acknowledge and confirm that SHAHAR & Co. prepared this Agreement on behalf of both
parties and that each has had the opportunity to consult with and retain separate counsel to review this Agreement. The Company
and the Lender hereby consent to the joint representation of both parties by SHAHAR & Co. in connection with the preparation
of this Assignment. It is agreed that the Company shall bear all the legal and other expenses associated with the Agreement.









     



		6.2.	Amendment.
This Agreement may not be modified or amended except by the mutual written agreement of the parties hereto.





 


		6.3.	No Waiver.  No failure, delay of forbearance
of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and
powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions
hereof.



 


		6.4.	Assignment. This Agreement shall not
be assigned by a party hereof to a third party without the other party’s prior written consent and any attempt to effect
an assignment of this Agreement or any portion thereof without obtaining such consent shall be null and void.



 


		6.5.	Notices. All notices, approvals, requests.
consents and other communications given pursuant to this Agreement shall be sent by electronic mail in English, and shall be deemed
delivered on the first business day (in the recipient’s jurisdiction) following the day of sending (unless notice of failure
of delivery was received), provided it was sent to the following address (as may be updated by written notice to the other party
from time to time):





 


	If to Company: 	 	If to the Lender:
	 	 	 
	krtnelani@live.com	 	yacovg@gmedinnovations.com




 


		6.6.	Unenforceability; Any provision to this Agreement
                                                                                                                                           which is found to be unenforceable, invalid or prohibited by law shall be deemed ineffective without invalidating the
                                                                                                                                           remainder of this Agreement to the extent possible. Each party has cooperated in the drafting and preparation of this
                                                                                                                                           Agreement. Therefore, this Agreement shall not be construed in favor of or against any party.





 


		6.7.	Entire Agreement. This Agreement contains
the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all previous agreements,
understandings, commitments and arrangements, oral or written, with respect thereto. This Agreement may not be modified except
by an instrument in writing executed by both of the parties hereto.





 


		6.8.	Further Actions. At any time and from
time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents
as may be reasonably necessary to effectuate the purpose of this Agreement.





 


		6.9.	Governing Law and Jurisdiction. This
Agreement shall he governed by and construed in accordance with the substantive laws of the State of Israel without giving effect
to its principle or rules of conflicts of laws. Any dispute arising under or in relation to this Agreement shall be resolved in
the competent court in Tel Aviv-Jaffa district only, and each of the parties hereby submits irrevocably to the exclusive jurisdiction
of such court.





 



    3 


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date first above written.


 


COMPANY: G Medical Innovations Holdings Ltd.


 


	BY:	/s/ Kenneth R. Melani	 	 	 
	Title:	Chairman of the Board	 	 	 


 


THE LENDER: Mr. Yacov Geva


 


	/s/ Yacov Geva	 




 



    4 


     


    

 


PROMISSORY NOTE-GUARANTY


 


FOR VALUE RECEIVED, the undersigned
jointly and severally promise to pay to the order of Mr. Yacov Geva I.D. No. _________ (Hereinafter; “The
Lender” and /or “The Holder”), the sum of ____ __________ ($) US Dollars, with interest thereon
at the rate  of ______ % per annum on the unpaid balance.


 


Said sum shall be payable as follows:


 


	 	 
	 	 
	 	 


 


The undersigned shall have the right to prepay without penalty.
In the event any payment due hereunder is not made when due, the entire balance shall be immediately due and payable at the option
of the holder.


 


In the event of default, the undersigned agree to pay all reasonable
attorney fees and costs of collection.


 


Each maker, surety, guarantor or endorser of this note waives
presentation of payment, notice of non-payment, protest and notice of protest and agrees to all extensions, renewals, or release,
discharge or exchange of any other party or collateral without notice.


 


	 	 
	 	 
	 	 


 


GUARANTY


 


FOR VALUE RECEIVED, the undersigned do
hereby guarantee payment of the above note and agree to remain fully bound until fully paid.


 


	 	 
	 	 
	 	 


 








    5 


     


    

 


Appendix No. 1


 


LOAN
AGREEMENT


 


This
Loan Agreement extension (the “Extension “) is entered into force and effect as of the 1st of May,
2019, by canceling on a mutual consent, the agreement entered on 1st October, 2019 (Hereinafter the “Effective
Date”) by and between G Medical Innovations Holdings Ltd., ARBN 617 204 743, a company organized and existing under the
laws of the Cayman Islands (the “Company”) and Mr. Yacov Geva, holder of Israeli ID no. 030438287 (the
“Lender”).


  


WHEREAS,
the Company wished to receive a loan secured by Promissory note, in the aggregate amount of up to US$ 10,000,000, include
the amounts already landed,( Hereinafter the “Principal Amount”) from the Lender, and the Lender agrees to grant
such loan to the Company, all pursuant to the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, the parties hereto, intending
to be legally bound, agree as follows:


 


		1.	Disbursement
of Loan



 


		1.1.	At
any time prior to the Repayment Date, the Company shall be entitled to draw amounts on account of the Principle Amount, by provision
to the Lender of a written notice setting forth the requested amount. The Lender shall transfer the drawn amount by wire transfer
to the Company’s bank account within 7 business days from receipt of the notice.



 


		1.2.	The
Company will use the proceeds of the Principal Amount to fund inventory and medical device purchases and for working capital purposes.



 


		2.	Interest



 


		2.1.	The
Loan Amount, actually landed up to the signing of this agreement, shall bear interest at a fixed rate of 10% per annum, calculated
on a linear basis from the disbursement date of each installment of the Principal Amount until April 30, 2019 in accordance with
the terms hereunder (the “Interest”).



 


		2.2.	Any
Loan Amount that will be landed from this day of signing, up to the April 30, 2019 shall bear interest at a fixed rate of 12%
per annum, calculated on a linear basis from the disbursement date of each installment of the Principal Amount up to its repayment
in accordance with the terms hereunder (the “Interest”).



 


		2.3.	Any
accrued and unpaid Interest applicable to the Principal Amount or any portion thereof shall be payable to the Lender together
with the repayment of the Principal Amount in accordance with the provisions hereof.



 


		2.4.	The
Principal Amount together with the Interest, shall be referred to hereunder as the “Loan Amount”.



 


		3.	Repayment



 


		3.1.	The
Company shall repay the entire Loan Amount in cash by no later than April 30, 2020 (the “Repayment Date”).



 


		3.2.	Notwithstanding
the above, its hereby mutually agreed, that upon lander sole option at his sole discretion, this loan agreement can be extended
from repayment date to April 30, 2020 at a fixed interest rate of 15% per annum, calculated on a linear basis from the disbursement
date of each installment of the Principal Amount and until its repayment in accordance with the terms hereunder (the “Interest”).



 


 


LOAN AGREEMENT Geva - GM - SG App- 1 0519 -V-1






    6


     


    

 


		3.3.	For
avoidance of any doubt, the loan agreement is extended, to April 30, 2020, and the Loan Amount shall bear interest at a fixed
rate of 15% per annum, calculated on a linear basis from the disbursement date of each installment of the Principal Amount from
April 30, 2019 up to its repayment in full accordance with the terms hereunder (the “Interest”)



 


		3.4.	Repayment
shall be made in US dollars by wire to such account(s) as the Lender may designate in writing.



 


		3.4.	Notwithstanding
the above, the Company may, at its discretion, repay the Loan Amount (in whole or in part) prior to the Repayment Date. The Company
shall notify the Lender of any such early repayment no less than five (5) business days before the date of repayment.



 


		3.5.	This
Agreement shall expire upon the full and final repayment by the Company of the Loan Amount drawn by the Company prior to the Repayment
Date.



 


		3.6.	Any
taxes shall be withheld by the Company at the time of repayment of the outstanding Loan Amount, as applicable. VAT shall apply,
if and as required by applicable law.



 


		4.	Representations
and Warranties



 


		4.1.	The
Company represents and warrants to the Lender that (i) the Company has all requisite corporate power and authority to execute
and deliver this Agreement and to carry out and perform its obligations under this Agreement; (ii) the execution of this Agreement
and the completion of the transaction contemplated hereby shall not be in violation of the articles of association of the Company
or any agreement to which the Company is a party, and (iii) no consents, authorizations or approvals or waivers of any kind of
any governmental authority or other third party are required in connection with the execution or performance of this Agreement
by the Company.



 


		4.2.	The
Company further represents that this Agreement constitutes a valid and legally binding obligation, enforceable against the Company
in accordance with its terms, except as limited by applicable laws of general application affecting enforcement of creditors’
rights generally and by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies
and general principles of equity.



 


		4.3.	The
Lender represents and warrants to the Company that it has all requisite power and authority to execute and deliver this Agreement
and to carry out and perform its obligations under this Agreement.



 


		4.4.	Both
parties represent and warrant that transactions contemplated hereunder are carried out on an arm’s length basis.



 


		5.	Events
of Default



 


Notwithstanding
anything to the contrary contained herein, upon the occurrence of each of the events set forth below in this Section 5 (each an
“Event of Default”). the Lender shall be entitled (but shall not be required) (i) to activate the Promissory
note in full and effect (ii) to demand immediate repayment of Loan Amount, in which case the Loan Amount shall be due and payable
on the fifth (5th) business day following the delivery to the Company of such request:


 


		5.1.	The
commencement by or against the Company of any liquidation proceedings, bankruptcy, insolvency, moratorium, receivership, reorganization
or similar proceeding.



 


 


LOAN AGREEMENT Geva - GM - SG App- 1 0519 -V-1






    7


     


    

 


		5.2.	The
appointment of a receiver, liquidator, special manager or trustee over all or any part of the Company’s assets, or the appointment
of a permanent liquidator or permanent receiver to take possession of the material property or assets of the Company, or an attachment
is placed on a material part of the property or assets of the Company, or the calling by the Company of a meeting of creditors
for the purpose of entering into a scheme or arrangement with them.



 


		6.	Miscellaneous



 


		6.1.	Legal
Representation. The Company and the Lender acknowledge and confirm that SHAHAR & Co. prepared this Agreement
on behalf of both parties and that each has had the opportunity to consult with and retain separate counsel to review this Agreement.
The Company and the Lender hereby consent to the joint representation of both parties by SHAHAR & Co. in connection with the
preparation of this Assignment. It is agreed that the Company shall bear all the legal and other expenses associated with the
Agreement.



  


		6.2.	Amendment. This
Agreement may not be modified or amended except by the mutual written agreement of the parties hereto.



 


		6.3.	No
Waiver. No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any
way restrict or diminish such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance
by either party of any terms of conditions hereof.



 


		6.4.	Assignment. This
Agreement shall not be assigned by a party hereof to a third party without the other party’s prior written consent and any
attempt to effect an assignment of this Agreement or any portion thereof without obtaining such consent shall be null and void.



 


		6.5.	Notices. All
notices, approvals, requests. consents and other communications given pursuant to this Agreement shall be sent by electronic mail
in English, and shall be deemed delivered on the first business day (in the recipient’s jurisdiction) following the day
of sending (unless notice of failure of delivery was received), provided it was sent to the following address (as may be updated
by written notice to the other party from time to time):



 


	 	If
to Company:	If to the Lender:
	 	 	 
	 	krtnelani@live.com	yacovg@gmedinnovations.com



  


		6.6.	Unenforceability; Any
provision to this Agreement which is found to be unenforceable, invalid or prohibited by law shall be deemed ineffective without
invalidating the remainder of this Agreement to the extent possible. Each party has cooperated in the drafting and preparation
of this Agreement. Therefore, this Agreement shall not be construed in favor of or against any party.



 


 


LOAN AGREEMENT Geva - GM - SG App- 1 0519 -V-1






    8


     


    

 


		6.7.	Entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces all previous agreements, understandings, commitments and arrangements, oral or written, with
respect thereto. This Agreement may not be modified except by an instrument in writing executed by both of the parties hereto.



 


		6.8.	Further
Actions. At any time and from time to time, each party agrees, without further consideration, to take such actions
and to execute and deliver such documents as may be reasonably necessary to effectuate the purpose of this Agreement.



 


		6.9.	Governing
Law and Jurisdiction. This Agreement shall he governed by and construed in accordance with the substantive laws
of the State of Israel without giving effect to its principles or rules of conflicts of laws. Any dispute arising under or in
relation to this Agreement shall be resolved in the competent court in Tel Aviv-Jaffa district only, and each of the parties hereby
submits irrevocably to the exclusive jurisdiction of such court.



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


 


COMPANY:



 


G Medical Innovations Holdings Ltd.


 


	BY: 	/s/ Kenneth R. Melani	 
	Title: 	Chairman of the Board	 




 


	THE LENDER: 		 
	 	 	 
	Mr. Yacov Geva	 
	 	 
	/s/ Yacov Geva	 



 


 


LOAN AGREEMENT Geva - GM - SG App- 1 0519 -V-1


9