Exhibit
10.5


 






     


     


    

  


INDEX


 


	1.	DEFINITIONS	1
	 	 	 
	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	13





 






    i

     


    

 





COLLATERAL
AGENCY AGREEMENT dated                          day
of                                 2018


 


BETWEEN


 


MEF
I, LP, of 40 Wall Street, Floor 58, New York, NY 10005 in its capacity as lender under the MEF Convertible Securities Agreement
(“MEF”)


 


AND


 


G
MEDICAL INNOVATIONS HOLDINGS LTD (ARBN 617 204 743), of c/- Otsana Pty Ltd, 108 Outram Street, West Perth, Western Australia
(“Company”)


 


AND


 


MEF
I, LP, of 40 Wall Street, Floor 58, New York, NY 10005 in its capacity as collateral agent under this Agreement (“Collateral
Agent”)


 


BACKGROUND


 


	A.	The
                                         Company and MEF are parties to the MEF Convertible Securities Agreement.



 


	B.	The
                                         Company proposes to enter into Other Investor Convertible Securities Agreements with
                                         the Other Investors.



 


	C.	As
                                         security for its obligations under the Convertible Securities Agreements, the Company
                                         is required to grant certain security over its assets to and in favour of the Lenders,
                                         including the Security Documents.



 


	D.	The
                                         parties have entered into this Agreement to, among other things, appoint the Collateral
                                         Agent to act as the collateral agent for and on behalf of the Lenders in relation to
                                         the Security Documents.



 


OPERATIVE
PROVISIONS


 


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:


 


	1.	DEFINITIONS




 






 


“Accession
Deed Poll” means a deed poll substantially in the form set out in Annexure “A” to this Agreement.


 


“Action”
means any amendment, supplement, waiver, approval, consent, decision, instruction, other modification or other determination
or other action under the terms and provisions of the Security Documents, other than an Enforcement Action.


 


“Business
Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the State of Western Australia.


 


“Convertible
Securities Agreements” means the MEF Convertible Securities Agreement and all of the Other Investor Convertible Securities
Agreements.


 




    	 	1	 



     


    

 


“Collateral”
means any and all of the present and after-acquired property, both personal and real, that, in accordance with the Security
Documents, from time to time, is subject to any Security Interest in favor of the Collateral Agent on behalf of the Lenders.


 


“Enforcement
Action” means an action to foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise
realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral,
or otherwise exercise or enforce remedial rights with respect to Collateral under the Security Documents, including the commencement
of any legal proceeding in relation to any of the actions described in this paragraph.


 


“Event
of Default” means any “event of default” identified in any of the Convertible Securities Agreements or the
Security Documents.


 


“Lenders”
means MEF and the Other Investors.


 


“Lenders’
Request” means an instrument signed in one or more counterparts by any of the Lenders holding not less than 50% in principal
amount of Loans outstanding at that time requesting the Collateral Agent to take some action or proceeding set out in the instrument.


 


“Loans”
means collectively the monies owing by the Company to the Lenders from time to time under the Convertible Securities Agreements.


 


“MEF
Convertible Securities Agreement” means the convertible securities agreement between MEF and the Company dated on or
about the date of this Agreement.


 


“Obligations”
means, collectively, without duplication, the payment and performance of all present and future obligations of the Company
to the Lenders under the Convertible Securities Agreements and to the Collateral Agent under the Security Documents, including
all debts and liabilities, direct or indirect, absolute or contingent, matured or not, wherever and however incurred, whether
incurred before, at the time of, or after the execution of this Agreement, whether the indebtedness and liability is from time
to time reduced and increased or entirely extinguished and afterward incurred again, and in any currency, whether incurred by
the Company alone or with another or others and whether as a principal or surety, including all interest and all amounts owed
by the Company under the Convertible Securities Agreements, the Security Documents or this Agreement for fees, costs and expenses.


 


“Other
Investor Convertible Securities Agreement” means a convertible securities agreements between an investor other than
MEF and the Company, in substantially the same form as the MEF Convertible Securities Agreement, as contemplated by the MEF Convertible
Securities Agreement.


 


“Other
Investors” means parties who, after the date of this Agreement:


 


		(a)	enter
                                         into an Other Investor Convertible Securities Agreement with the Company; and



 


		(b)	execute
                                         an Accession Deed Poll;



 






    	 	2	 



     


    

 


“Security
Documents” means the security documents set out in the schedule to this Agreement.


 


“Security
Interests” means the mortgages, security interests, pledges, encumbrances, liens, or charges of any kind contained in
the Security Documents that secures payment or performance of the Obligations.


 


	2.	PRIORITY




 



 


The
Collateral Agent will hold, for the benefit of the Lenders, the Security Documents and all Security Interests in the Collateral
created under them to secure the Obligations and the Security Interests created by the Security Documents will (subject to clause
4) rank in right and priority of payment on a pari passu basis amongst the Lenders in their pro-rata share of the
Loans.


 


	3.	ENFORCEMENT ACTIONS




 






 


	3.1	At
                                         any time after the occurrence and during the continuation of an Event of Default, the
                                         Lenders may provide a Lenders’ Request to direct the Collateral Agent to take Enforcement
                                         Action. Only the Collateral Agent, acting on a Lenders’ Request, has the right
                                         to take Enforcement Action with respect to the Collateral, and the Collateral Agent shall
                                         take no Enforcement Action without receiving a Lenders’ Request.



 


	3.2	To
    take an Enforcement Action, the Lenders must serve a Lenders’ Request on the Collateral Agent, which must describe the
    Event of Default with respect to which the Lenders are seeking to pursue remedies as well as the proposed Enforcement Action
    that the Lenders wish the Collateral Agent to pursue. Each Lenders’ Request will, except as otherwise provided in this
    Agreement, be effective on the date it is given. On receipt of the relevant Lenders’ Request and if the Event of Default
    which is the subject of such Lenders’ Request is continuing, the Collateral Agent:




 


		(a)	must,
                                         with all commercial diligence, initiate the Enforcement Action specified in the Lenders’
                                         Request without further action on behalf of the Lenders; and



 


		(b)	may,
                                         without being required to give any notice (except as may be required by mandatory requirements
                                         of applicable law), exercise all rights and remedies under and pursuant to the Security
                                         Documents or otherwise as are available pursuant to applicable law.



 


	3.3	Promptly upon taking
    any Enforcement Action, the Collateral Agent must give the Lenders notice that it has commenced an Enforcement Action and
    must afterward keep the Lenders reasonably apprised of the progress of the Enforcement Action.




 


	3.4	Any Lenders’
    Request delivered by the Lenders may be modified, rescinded, supplemented, terminated, withdrawn or countermanded at any time
    by an affirmative written consent of the Lenders who originally delivered the Lender’s Request.




 


	3.5	Any amount of the
    Obligations not paid when due will bear interest at the default rate of interest set out in the Convertible Securities Agreement
    or the Security Documents, as the case may be, provided that the Collateral Agent, acting on the specific instructions of
    a Lenders’ Request, may waive or vary any interest payments due from the Company.







 






    	 	3	 



     


    

 


	4.	APPLICATION OF MONIES




 



 


The
Lenders and the Collateral Agent agree that any moneys received in connection with an Enforcement Action by the Collateral Agent
will be applied to the payment of the Obligations in the following order of priority:


 


		(a)	first,
                                         in or towards payment of any unpaid fees, costs and expenses of the Collateral Agent
                                         (including legal fees on a solicitor and client basis);



 


		(b)	second,
                                         in or towards payment of, or provision for, the other Obligations owed to the Lenders
                                         on a pari passu basis amongst the Lenders in their pro-rata share of the Loans; and



 


		(c)	third,
                                         in payment of the surplus (if any) to the Borrower, or any other person entitled
                                         to the surplus under applicable law.



 


The
order of payment set out in this clause 4 is subject to the payment of any claims or liens having priority over the Security Interests
(it being understood that the Collateral Agent will not have any duty to investigate whether any such superior claim or lien exists).


 


	5.	ORDINARY COURSE ACTIONS




 



 


	5.1	Any Actions, other
    than an Enforcement Action or amendment to this Agreement or the Security Documents, may be taken by the Collateral Agent
    following receipt of a Lenders’ Request.




 


	5.2	The Collateral Agent
    may at any time request a Lenders’ Request as to any course of action or other matter relating to the performance of
    its duties under this Agreement or the Security Documents. In each instance in which a Lenders’ Request is requested,
    the Collateral Agent will, subject to the other provisions of this Agreement, be required to take any action or perform any
    duties only if so directed by the Lenders, and will have the right to decline the action or to perform the duties unless so
    directed.




 


	6.	INVALID OR CONTESTED PAYMENTS




 



 


If,
during the course of, or under, any insolvency proceeding or otherwise, the Collateral Agent or any Lender is required by a court
or other tribunal of competent jurisdiction to disgorge, refund, rebate or otherwise return any payment made under or otherwise
relating to the Security Documents (any such payment a Disputed Payment), (whether by reason of the fact that the Disputed
Payment constituted or was alleged to constitute a preference, a fraudulent conveyance or for other reason), then if the requirement
results in the Collateral Agent being required to return or repay any amount distributed by it to the Lenders the Lenders must,
immediately upon their receipt of a notice from the Collateral Agent, pay to the Collateral Agent an amount equal to the Disputed
Payment, together with any interest or any other amount which the Collateral Agent is required to pay on or in respect of the
Disputed Payment.


 






    	 	4	 



     


    

 


	7.	RELIANCE




 



 


Each
Lender acknowledges that it has, independently and without reliance on the Collateral Agent in any capacity and based on documents
and information deemed by it appropriate, made its own decision to enter into the Security Documents to which it is party.


 


	8.	THE COLLATERAL AGENT




 



 


	8.1	Appointment of Collateral Agent




 


The
Lenders appoint and authorize MEF I, LP to act as the Collateral Agent under this Agreement and instruct the Collateral Agent
to enter into, and to act as Collateral Agent under, the Security Documents. The Lenders irrevocably authorize the Collateral
Agent to:


 


		(a)	perform
                                         the duties and to exercise the rights and powers that are specifically given to it under
                                         this Agreement and the Security Documents, together with any other incidental rights
                                         and powers;



 


		(b)	execute
                                         any documents or instruments collateral to the Security Documents that are to be executed
                                         by the Collateral Agent on behalf of the Lenders; and



 


		(c)	make
                                         any demand for repayment or waive any amount owing under the Loan Agreements.



 


	8.2	Resignation and Successor Collateral Agent




 


The
Collateral Agent may resign by giving no less than thirty (30) days’ prior notice to the Lenders and the Company, in which
case the Lenders may appoint a successor Collateral Agent. If no successor Collateral Agent has been appointed within thirty (30)
days after the date on which notice of resignation was given, then the existing Collateral Agent may request a court of competent
jurisdiction to appoint a successor. The resignation of the Collateral Agent and the appointment of a successor Collateral Agent
will both become effective only when the successor Collateral Agent notifies all of the parties that it accepts its appointment.
On giving the notification, the successor Collateral Agent will succeed to the position, and all the rights, powers and duties,
of the Collateral Agent and the term Collateral Agent will mean the successor Collateral Agent. The retiring Collateral Agent
must, at the Company’s cost, make available to the successor Collateral Agent all documents and records and provide all
assistance as the successor Collateral Agent may reasonably request for the purposes of performing its functions as a Collateral
Agent under the Security Documents. The Lenders may, by written notice signed by all the Lenders, remove the Collateral Agent
with or without cause under this clause 8.2; provided that any replacement Collateral Agent shall be subject to the requirements
of this clause 8.2.


 


	8.3	Undertaking of the Collateral Agent




 


Subject
to, and in accordance with, this Agreement, the Security Documents and any written instructions delivered in accordance with this
Agreement, the Collateral Agent will, as agent, for the benefit solely and exclusively of the Lenders:


 


	 	(a)	accept, enter into,
    hold, maintain, administer and enforce all Security Documents, perform its obligations under the Security Documents and protect,
    exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection
    with the Security Documents;




 






    	 	5	 



     


    

 


		(b)	remit
                                         all cash proceeds received by the Collateral Agent from the collection, foreclosure or
                                         enforcement of its interest in the Collateral in accordance with this Agreement and the
                                         Security Documents;



 


		(c)	execute
                                         and deliver any consents, amendments, notices, agreements or documents or take any other
                                         action necessary or required to obtain any and all necessary approvals; and



 


		(d)	perform
                                         all functions and take any action necessary or desirable to further or better achieve
                                         any of the above.



 


	8.4	Duties and Responsibilities




 


The
Collateral Agent has only those duties and responsibilities which are expressly specified to it in this Agreement and the Security
Documents and no implied covenants or obligations shall be read into this Agreement or any Security Documents. Those duties are
solely intended to be of a mechanical and administrative nature.


 


	8.5	Not Trustee or Fiduciary




 


Nothing
in the Security Documents makes the Collateral Agent a trustee or fiduciary for any other party to this Agreement or any other
person. The Collateral Agent is not obligated to hold in trust any monies paid to it for a party to this Agreement or be liable
to account for interest or investment income on those monies.


 


	8.6	Agents and Delegates




 


The
Collateral Agent may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either
directly or by or through delegates, agents or attorneys or a custodian or nominee; and, save and except with respect to the gross
negligence or willful misconduct of the Collateral Agent, the Collateral Agent shall not be liable or responsible for any misconduct
or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee (including any co-Collateral
Agent) selected and appointed by it.


 


	8.7	Instructions




 


Unless
otherwise explicitly provided in this Agreement or any Security Document, wherever this Agreement or any Security Document requires
or provides for the consent, instructions or waiver of the Collateral Agent, or for an act or thing to be done in a manner or
to be satisfactory to the Collateral Agent, the Collateral Agent will act under this Agreement with the consent of all Lenders
or under a Lenders’ Request. The Collateral Agent may assume that unless it has received notice to the contrary, any right,
power, authority or discretion vested in any party has not been exercised.


 






    	 	6	 



     


    

 


	8.8	Reliance




 


The
Collateral Agent may:


 


		(a)	rely
                                         on any notice, certificate, report or document believed by it to be genuine and correct
                                         and to have been signed by, or with the authority of, the proper person;



 


		(b)	rely
                                         on any statement or direction made by any person regarding any matters which may reasonably
                                         be assumed to be within his knowledge, within his power to verify or within his authority
                                         to make, as applicable; and



 


		(c)	as
                                         and when reasonably necessary, engage and rely on professional advisers and experts selected
                                         by it with due care (including those representing a party to this Agreement other than
                                         the Collateral Agent) and the Lenders will, pro-rata based on their share of the
                                         Loans outstanding at the time, pay or reimburse the Collateral Agent within ten (10)
                                         Business Days after demand for all reasonable and documented out-of-pocket costs and
                                         expenses incurred by the Collateral Agent under this clause (c).



 


	8.9	Exclusion of Liability




 


The
Collateral Agent is not liable or responsible to the Lenders for:


 


		(a)	acting
                                         on Lenders’ Request;



 


		(b)	any
                                         action taken or not taken by it in accordance with the advice of legal counsel or an
                                         opinion of counsel, independent accountants or other professional advisers or experts
                                         selected by it; or



 


		(c)	any
                                         special, punitive, indirect or consequential damages (including lost profits).



 


	8.10	No Risk




 


No
provision of this Agreement requires the Collateral Agent to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties or in the exercise of any of its rights or powers, if it has reasonable grounds to believe
that repayment of its funds or adequate indemnity against the risk or liability is not reasonably assured to it.


 


	8.11	Indemnity




 


The
Lenders hereby release and jointly and severally indemnify and hold harmless the Collateral Agent from and against any loss, damage,
claim or liability of any nature or kind suffered or incurred by the Collateral Agent in its capacity as or relating to its engagement
as collateral agent for the Lenders under this Agreement.


 






    	 	7	 



     


    

 


	8.12	Perfection of Security




 


Notwithstanding
anything to the contrary in this Agreement or in the Security Documents, the Collateral Agent does not have any responsibility
for the validity, perfection, priority or enforceability of the Security Interests or any lien, charge or encumbrance and has
no obligation to take any action to procure or maintain such validity, perfection, priority or enforceability.


 


	8.13	Limitation of Actions










 


No
party other than the Collateral Agent may take any proceedings against any officer, employee, counsel, or agent of the Collateral
Agent in respect of any claim it might have against the Collateral Agent (for greater certainty, in such capacity) or in respect
of any act or omission of any kind by that officer, employee, counsel or agent in connection with this Agreement, the Convertible
Securities Agreements or any Security Document. Any officer, employee, counsel or agent of the Collateral Agent may rely on this
paragraph 8.13 and enforce its terms.


 


	8.14	Payments and Monitoring Default




 


The
Collateral Agent is not obliged to monitor or enquire whether an Event of Default has occurred or to monitor the performance or
observance of any covenant or other provision of the Convertible Securities Agreement or the Security Documents by any person.
The Lenders will be solely responsible for collecting payments under the Convertible Securities Agreements and for monitoring
the performance and compliance of the Company with the requirements of the Convertible Securities Agreements and the Security
Documents.


 


	8.15	Compliance with Laws




 


Despite
anything contained in this Agreement, the Collateral Agent may refrain from doing anything (including disclosing any information)
which might, in its opinion, constitute a breach of any applicable law or be otherwise actionable at the suit of any person and
may do anything which, in its opinion, is necessary or desirable to comply with any applicable law. If the Collateral Agent refrains
doing anything pursuant to this clause on a good faith belief the action would constitute a breach of applicable law, or be otherwise
actionable, the Collateral Agent will have no liability to the Lenders arising directly or indirectly from any action taken or
not taken by the Collateral Agent under this clause.


 


	9.	MISCELLANEOUS







 



 


	9.1	Notices




 


Any
notice under this Agreement must be in writing and may be given by personal delivery, or by email, to the relevant party at their
addresses and, in the case of electronic communication to the email addresses set forth below:


 


		(a)	in
                                         the case of the Collateral Agent, to:



 


MEF
I, L.P.


40
Wall Street


Floor
58


New
York


NY
10005


Email:
research@mag.na


Attention:
Ari Morris and Alex Hauff


 


		(b)	in
                                         the case of MEF:



 


MEF
I, L.P.


40
Wall Street


Floor
58


New
York


NY 10005





Email:
research@mag.na


Attention:
Ari Morris and Alex Hauff


 






    	 	8	 



     


    

 


		(c)	in
                                         the case of Other Investors, to the addresses or email addresses specified in their relevant
                                         Accession Deeds Poll.



 


		(d)	in
                                         the case of the Company to the address for notice provided in the Security Documents.



 


Any
notice delivered will be conclusively deemed given when personally delivered, any notice sent by email will be deemed to have
been delivered on the day it is sent, if the notice is sent prior to 4:00pm local time on a Business Day in the place in or to
which the notice is delivered, or otherwise on the next Business Day. Any address for notice or payments may be changed by notice
given under this Agreement. The parties to this Agreement acknowledge that the Collateral Agent will provide copies of any notice
received under this Agreement to the Lenders.


 


	9.2	Reliance by Collateral Agent




 


The
Collateral Agent is entitled to rely and act upon any notices purportedly given by or on behalf of the Lenders even if:


 


		(a)	the
                                         notices were not made in a manner specified in this Agreement, were incomplete or were
                                         not preceded or followed by any other form of notice specified in this Agreement; or



 


		(b)	the
                                         terms of them, as understood by the recipient, varied from any confirmation of them.



 


	9.3	Amendments




 


This
Agreement may be amended or modified only by an instrument in writing signed by the Collateral Agent, the Lenders and the Company;
provided that the consent of the Company is not required for any amendment or modification which does not materially affect any
obligation of the Company contained in this Agreement.


 


	9.4	Successors and Assigns




 


This
Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
No party may assign or transfer its rights or obligations hereunder or the Obligations owing to it unless the transferee agrees
to be bound by the terms and conditions of this Agreement by executing and delivering to the Collateral Agent a deed of accession
to this Agreement in a form acceptable to the Collateral Agent.


 






    	 	9	 



     


    

 


	9.5	Survival







 


The
provisions of clauses 8.9 through to 8.15 inclusive, will survive the prepayment of any Obligation, any novation, transfer or
assignment of any Obligation and the termination of any Lender’s obligations under this Agreement and the other Security
Documents.


 


	9.6	Counterparts




 


This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument,
and any of the parties may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature
page of this Agreement by email or other electronic imaging means shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


	9.7	Governing Law/Jurisdiction




 


This
agreement, the relationship between the parties and any claim or dispute (whether sounding in contract, tort or otherwise) relating
to this Agreement or the relationship shall be governed by, and construed in accordance with, the laws of the State of Western
Australia. Any legal action or proceeding with respect to or arising out of this Agreement may be brought in or removed to the
courts of the State of Western Australia or any other court with jurisdiction.


 


	9.8	Entire Agreement




 


This
Agreement, the Convertible Securities Agreements, the Security Documents and the Accession Deeds Poll constitute the entire agreement
among the parties with respect to the subject matter of them and supersede all prior or contemporaneous agreements and understandings
of such persons, verbal or written, relating to the subject matter hereof and of them.


 


	9.9	Severability




 


The
illegality or unenforceability in any jurisdiction of any provision of this Agreement or of any document required under this Agreement
will not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any other
document under this Agreement in any jurisdiction.


 


	9.10	Conflicts with Other Documents




 


To
the extent that there is a conflict or inconsistency with terms of this Agreement and any other agreement among the parties, or
any amendment or modification of any of them, this Agreement will take precedence.


 


	9.11	Termination




 


This
Agreement will terminate automatically upon repayment in full of all Obligations and the termination of the obligations of the
Company under the Convertible Securities Agreements and the release of all the Security Documents.


 


	9.12	Independent Legal Advice




 


Each
Lender acknowledges, confirms and agrees in favour of the Collateral Agent and each other
Lender that each had the opportunity to seek and was not prevented nor discouraged by any party from seeking independent legal
advice prior to the execution and delivery of this Agreement and in the event that any of the Lenders did not obtain such independent
legal advice that Lender did so voluntarily without any undue pressure and agrees that the failure to obtain independent legal
advice should not be used as a defence to the enforcement any obligations under this Agreement.


 


	10.2	Accession of Other Investors




 


The
Company must ensure that it does not enter into any Other Investor Convertible Security Agreement with any person unless that
person simultaneously becomes bound by this Agreement by executing an Accession Deed Poll.


 






    	 	10	 



     


    

 


	EXECUTED
    as an Agreement.	 	 
	 	 	 
	Executed
    in accordance with the laws of its place of incorporation by G Medical Innovations Holdings Limited	 	 
	ARBN
    617 204 743	 	 
	 	 	 
	/s/
    Yacov Geva	 	 
	Director
    Signature	 	Director/Secretary
    Signature
	 	 	 
	Yacov
Geva	 	 
	Print
    Name	 	Print
    Name
	 	 	 
	Signed
    sealed and delivered for and on behalf of MEF I, L.P. in its capacity as MEF by its authorised representative in the
    presence of:	 	 
	 	 	 
	/s/
    Joshua Sason	 	/s/
    Ari Morris
	Signature
    of witness	 	Signature
    of authorised representative
	 	 	 
	Joshua
    Sason	 	Ari
    Morris
	Name
    of witness	 	Name
    of authorised representative
	 	 	 
	40
    Wall Street, Floor 58, New York, NY 10005 	 	 
	Address
    of witness	 	 
	 	 	 
	Signed
    sealed and delivered for and on behalf of MEF I, L.P. in its capacity as collateral agent by its authorised representative
    in the presence of:	 	 
	 	 	 
	/s/
    Joshua Sason	 	/s/
    Ari Morris
	Signature
    of witness	 	Signature
    of authorised representative
	 	 	 
	Joshua
    Sason	 	Ari
    Morris
	Name
    of witness	 	Name
    of authorised representative
	 	 	 
	40
    Wall Street, Floor 58, New York, NY 10005 	 	 
	Address
    of witness	 	 





 






    	 	11	 



     


    

 


SCHEDULE


 






 


Security
Documents:


 


General
Security Agreement by the Company in favour of the Collateral Agent dated on or about the date of this Agreement.


 


Any
other document under which the Company grants the Collateral Agent a mortgage, security interest, pledge, encumbrance, lien, or
charge of any kind that secures payment or performance of the Obligations.








 






    	 	12	 



     


    

 


ANNEXURE
“A” – ACCESSION DEED POLL


 



 


Accession
deed poll


 


This
DEED POLL is made this                        day
of                            2018


 


By:
[Name of Other Investor] [ACN *** *** ***] of [Insert Address] (New Other Investor) 


 


In
favour of:


 


MEF
I, LP, of 40 Wall Street, Floor 58, New York, NY 10005 in its capacity as lender under the MEF Convertible Securities Agreement
(MEF)


 


and


 


G
MEDICAL INNOVATIONS HOLDINGS LTD (ARBN 617 204 743), of c/- Otsana Pty Ltd, 108 Outram Street, West Perth, Western Australia
(Company)


 


and


 


MEF
I, LP, of 40 Wall Street, Floor 58, New York, NY 10005 in its capacity as collateral agent under the Collateral Agency Agreement
(Collateral Agent)


 


and


 


Each
Other Investor as defined in the Collateral Agency Agreement (Other Investors)


 


	1	DEFINED TERMS & INTERPRETATION




 


	1.1	Definitions




 


In
this deed poll:


 


		(a)	Accession
                                         Date means the date of this deed poll;



 


		(b)	Collateral
                                         Agency Agreement means the agreement of that name dated on or about 25 October 2018
                                         between MEF, the Company, the Collateral Agent, and any Other Investors who have subsequently
                                         acceded to it.



 


	1.2	Incorporation of definitions




 


Words
defined and expressions used in the Collateral Agency Agreement have the same meaning and construction when used in this deed
poll unless otherwise indicated.


 


	2	ACCESSION




 


	2.1	Accession




 


On
and from the Accession Date:


 


		(a)	the
New Other Investor agrees to become a party to the Collateral Agency Agreement as an Other Investor; and










 






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		(b)	the
New Other Investor agrees to comply with and be bound by all present and future obligations of an Other Investor under the Collateral
Agency Agreement as a party to that document in that capacity.




 


	2.2	Acknowledgement




 


The
New Other Investor acknowledges having received a copy of, and approved, the Collateral Agency Agreement, together with all other
documents and information it requires in connection with this deed poll, before signing this deed poll.


 


	2.3	Notices and other communications




 


The
notice details of the New Other Investor for the purposes of the Collateral Agency Agreement are:


 


[Insert]


 


Email:
[Insert]


Attention:
[Insert]


 


	3	GOVERNING LAW AND JURISDICTION




 


This
deed poll is governed by the laws of Western Australia. Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts exercising jurisdiction there.


 


EXECUTED
as a deed poll


 


[Insert
appropriate execution clause]


 







 


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