Exhibit
10.33


  


CLAYTON
UTZ


 


Controlled
Placement Deed


 


G
Medical Innovations Holdings Limited


Company


 


Acuity
Capital Investment Management Pty Ltd as trustee for the Acuity Capital Holdings Trust


Option
Holder


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Clayton
Utz


Lawyers


Level
18 333 Collins Street Melbourne VIC 3000 Australia


DX
38451 333 Collins VIC


T
+61 3 9286 6000 F +61 3 9629 8488


 


www.claytonutz.com


 


Our
reference 934/18421/80140880


 






     

     


    

 








	 	9.2	Reimbursements
    and similar payments	13
	 	9.3	GST
    payable	13
	 	9.4	Variation
    to GST payable	13
	10.	Notices	13
	 	10.1	How
    notice is to be given	13
	 	10.2	When
    notice taken is to be received	14
	11.	Entire
    agreement	14
	12.	General	14
	 	12.1	Amendments	14
	 	12.2	Assignment	14
	 	12.3	Consents	14
	 	12.4	Costs	14
	 	12.5	Counterparts	14
	 	12.6	Further
    acts and documents	15
	 	12.7	Severance	15
	 	12.8	Waivers	15
	13.	Governing
    law and jurisdiction	15
	 	13.1	Governing
    law and jurisdiction	15
	Schedule 1 Warranties	17
	Schedule 2 Option Exercise Request	20
	Schedule 3 Option Exercise Notice	21
	Schedule 4 Fees	22
	Schedule 5 Trustee limitation of liability 	23
	Schedule 6 Suspension	23





 






     

     


    

 


Controlled
Placement Deed dated 5 September 2018


 


	Parties	G
    Medical Innovations Holdings Limited ARBN 617 204 743 of Willow House Cricket Sq, Grand Cayman, Cayman Islands (Company)
	 	 
	 	Acuity
    Capital Investment Management Pty Ltd ACN 132 459 093 as trustee for the Acuity Capital Holdings Trust of Level 24, International
    Tower Three, 300 Barangaroo Avenue, Sydney NSW 2000 (Option Holder)


 


Background


 


	A.	The
                                         Company is a public company which is listed on the ASX.



 


	B.	The
                                         Company has agreed to grant to the Option Holder an option for the Option Holder or its
                                         nominee to subscribe for Shares on the terms and conditions set out in this deed.



 


Operative
provisions


 


 



 


	1.	Definitions and interpretation




 


	1.1	Definitions







 


In
this deed:


 


ASIC
means the Australian Securities and Investments Commission.


 


ASX
means ASX Limited ACN 008 624 691 or the equities market operated by it, as the context requires.


 


Business
means the business conducted by the Company.


 


Business
Day means a day that is not a Saturday, Sunday or public holiday and on which the banks are open for business generally in
Sydney, New South Wales.


 


Completion
means completion of the issue of the Shares in accordance with clause 4.


 


Completion
Date has the meaning given in clause 2.6(d) and 4.3, or where the context allows, in clause 4.4(d).


 


Corporations
Act means Corporations Act 2001 (Cth).


 


Encumbrance
means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement,
contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered,
including any Security Interest.


 


Exercise
Price means, in respect of the Shares the subject of each Option Exercise Notice, a price per Share equal to the greater of:


 


		(a)	90%
                                         of the volume weighted average price of Shares traded by the Option Holder on ASX during
                                         the relevant Valuation Period as notified to the Company by the Option Holder; and



 


		(b)	the
                                         Floor Price for the relevant Valuation Period,



 


as
modified for applicable fee rebates in accordance with Schedule 4, and Exercise Price Adjustment, any Reorganisation or for dividends.





 






    	 	Page 1 of 23



     


    

 


Exercise
Price Adjustment has the meaning given in clause 2.9.


 


Exercise
Value means the Option Shares multiplied by the Exercise Price (ignoring any Exercise Price Adjustment in accordance with
clause 2.9).


 


Floor
Price is the minimum price at which the Company will issue Shares to the Option Holder on the Completion Date for a given
Valuation Period in relation to the relevant Option Exercise Request as specified in the Option Exercise Request.


 


GST
has the meaning given in the GST Act.


 


GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).


 


Indemnified
Losses means, in relation to any fact, matter or circumstance, all losses, costs, charges, damages, expenses, penalties and
other liabilities arising out of or in connection with that fact, matter or circumstance including all legal and other professional
expenses on a solicitor-client basis incurred in connection with investigating, disputing, defending or settling any claim, action,
demand or proceeding relating to that fact, matter or circumstance (including any claim, action, demand or proceeding based on
the terms of this deed).


 


Issuance
Discount means, in respect of the Shares the subject of each Option Exercise Notice, the difference between the volume weighted
average price of Shares traded by the Option Holder on ASX during the relevant Valuation Period as notified to the Company by
the Option Holder and the Exercise Price.


 


Listing
Rules means the listing rules of ASX.


 


Maximum
Exercise Value has the meaning given in clause 2.4(d)


 


Maximum
Option Shares is such number of Option Shares as are permitted to be issued:


 


		●	without
                                         approval of the Company’s shareholders under Listing Rule 7.1 and 7.1A from time to time;
                                         or



 


		●	where
                                         the Company has received shareholder approval at a meeting of its shareholders to issue
                                         in excess of that allowable under Listing Rule 7.1 and 7.1A, the number of shares allowable
                                         in accordance with that meeting.



 


Maximum
Option Size is $10,000,000. The Maximum Option Size cannot be exercised in full if it requires the Company to issue more than
the Maximum Option Shares.


 


Option
has the meaning given in clause 2.1.


 


Option
Exercise Request means a notice given by the Company to the Option Holder substantially in the form set out in Schedule 2.


 


Option
Exercise Notice means a notice given by the Option Holder to the Company substantially in the form set out in Schedule 3.


 


Option
Expiry Date means 31 December 2020. Where Option Expiry Date is not a Business Day, the Option Expiry Date will be the following
Business Day.


 


Option
Shares has the meaning given in clause 2.6(b).


 


Option
Start Date means 5 September 2018. Where Option Start Date is not a Business Day, the Option Start Date will be the following
Business Day.








 






    	 	Page 2 of 23



     


    

 


Recipient
has the meaning given in clause 9.3. 


 


Regulatory Authority means:


 


		(a)	any
                                         government or local authority and any department, minister or agency of any government;
                                         and



 


		(b)	any
                                         other authority, agency, commission or similar entity having powers or jurisdiction under
                                         any law or regulation or the listing rules of any recognised stock or securities exchange.



 


Reorganisation
means, in relation to the Company:


 


		(a)	a
                                         dividend;



 


		(b)	a
                                         bonus issue;



 


		(c)	a
                                         return or reduction of capital or buy-back whether by way of a distribution of cash or
                                         other assets of the Company;



 


		(d)	any
                                         share split, consolidation, subdivision or similar action in relation to the share capital
                                         of the Company; or



 


		(e)	any
                                         other reorganisation, recapitalisation or reclassification or similar event in relation
                                         to the share capital of the Company.



 


Security
Interest has the meaning given in section 12 of the Personal Property Securities Act 2009 (Cth).


 


Shares
means fully paid ordinary shares in the capital of the Company. 


 


Supplier
has the meaning given in clause 9.3.


 


Tax
means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever
nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest
or statutory charges.


 


Trust
means the Acuity Capital Holdings Trust as defined in clause 7.1 and referred to in Schedule 5.


 


Trustee
means Acuity Capital Investment Management Pty Ltd ACN 132 459 093 as trustee of the Trust.


 


Unrebated
Fees has the meaning given in Schedule 4.


 


Valuation
Period means the period specified by the Company to the Option Holder in the Option Exercise Request in accordance with clause
2.5.


 


Warranties
means the warranties set out in in this deed, including Schedule 1.


 


	1.2	Business Days




 


If
the day on which any act to be done under this deed is a day other than a Business Day, that act must be done on or by the immediately
preceding Business Day except where this deed expressly specifies otherwise.








 






    	 	Page 3 of 23



     


    

 


	1.3	General rules of interpretation




 


In
this deed headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:


 


		(a)	a
                                         word importing the singular includes the plural and vice versa, and a word of any gender
                                         includes the corresponding words of any other gender;



 


		(b)	the
                                         word including or any other form of that word is not a word of limitation;



 


		(c)	if
                                         a word or phrase is given a defined meaning, any other part of speech or grammatical
                                         form of that word or phrase has a corresponding meaning;



 


		(d)	a
                                         reference to a person includes an individual, the estate of an individual, a corporation,
                                         a Regulatory Authority, an incorporated or unincorporated association or parties in a
                                         joint venture, a partnership and a trust;



 


		(e)	a
                                         reference to a party includes that party’s executors, administrators, successors and
                                         permitted assigns, including persons taking by way of novation and, in the case of a
                                         trustee, includes any substituted or additional trustee;
	 	 	 
	 	 (f)	a
                                         reference to a document or a provision of a document is to that document or provision
                                         as varied, novated, ratified or replaced from time to time;



 


		(g)	a
                                         reference to this deed is to this deed as varied, novated, ratified or replaced from
                                         time to time;



 


		(h)	a
                                         reference to a party, clause, schedule, exhibit, attachment or annexure is a reference
                                         to a party, clause, schedule, exhibit, attachment or annexure to or of this deed, and
                                         a reference to this deed includes all schedules, exhibits, attachments and annexures
                                         to it;



 


	 	(I)	a reference to an
    agency or body if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or function
    removed (obsolete body), means the agency or body which performs most closely the functions of the obsolete body;




 


		(j)	a
                                         reference to a statute includes any regulations or other instruments made under it (delegated
                                         legislation) and a reference to a statute or delegated legislation or a provision
                                         of either includes consolidations, amendments, re-enactments and replacements;



 


		(k)	a
                                         reference to $ or dollar is to Australian currency; and



 


		(I)	this
                                         deed must not be construed adversely to a party just because that party prepared it or
                                         caused it to be prepared.



 





 



 


	2.	Option




 


	2.1	Grant of Option




 


The
Company irrevocably grants to the Option Holder an option to require the Company to issue and allot Shares to the Option Holder
or its nominee for the Exercise Price per share on the terms and conditions set out in this deed (Option).


 






    	 	Page 4 of 23



     


    

 


	2.2	Consideration for Option




 


In
consideration for the grant of the Option, the Option Holder pays to the Company the sum of $10 (receipt of which the Company
hereby acknowledges).


 


	2.3	Exercise of Option




 


		(a)	The
                                         Option Holder may only exercise the Option after it has received an Option Exercise Request.



 


		(b)	The
                                         Company may issue an Option Exercise Request at any time following the date of this deed
                                         up to one Business Day prior to the Option Expiry Date.



 


		(c)	The
                                         Option Holder is not obliged to exercise the Option.



 


		(d)	The
                                         Option Holder may exercise the Option for the Valuation Period relating to a given Option
                                         Exercise Request received from the Company by giving the Company an Option Exercise Notice.



 


		(e)	The
                                         Option Holder may exercise the Option for one or more Valuation Periods.



 


		(f)	The
                                         Option cannot be exercised for a Valuation Period to the extent it requires the Company
                                         to issue more than the Maximum Option Shares in any 12 month period.



 


	2.4	Option Exercise Request




 


An
Option Exercise Request:


 


		(a)	May
                                         be sent by the Company to the Option Holder at any time from and including the Option
                                         Start Date to and including one Business Day prior to the Option Expiry Date;



 


		(b)	Must
                                         specify the Valuation Period;



 


		(c)	Must
                                         specify the Floor Price applicable to the relevant Valuation Period;



 


		(d)	Must
                                         specify one or both of the following:



 


		(i)	the
                                         maximum dollar value of shares to be issued by the Company, for the relevant Valuation
                                         Period (Maximum Exercise Value); and



 


		(ii)	the
                                         maximum number of shares to be issued by the Company, for the relevant Valuation Period
                                         (Maximum Number of Exercise Shares);



 


		(e)	Must
                                         not specify:



 


		(i)	a
                                         Maximum Exercise Value which when added to the sum of the product of all Option Shares
                                         and Exercise Prices in respect of previous Option Exercise Notices, in aggregate exceeds
                                         the Maximum Option Size; or



 


		(ii)	a
                                         Maximum Number of Exercise Shares which when added to all Option Shares issued in respect
                                         of previous Option Exercise Notices, in aggregate exceeds the Maximum Option Shares.



 


		(f)	Must
                                         be given by 4pm on the Business Day before the requested Valuation Period Start Date;









 






    	 	Page 5 of 23



     


    

 


		(g)	Must
                                         be signed by, or on behalf of, the Company;



 


		(h)	Must
                                         be in substantially the same form provided for in Schedule 2;
	 	 	 
	 	(i)	Once
                                         given, may be amended by Notice in writing at the discretion of the Company to change
                                         the Valuation Period End Date (such new Valuation Period End Date to be a date after
                                         the date of the Notice); and



 


		(j)	Once
                                         given, may only be revoked with the consent of the Option Holder.



 


The
Option Holder and the Company may agree from time to time agree to alter the form of the Option Exercise Request to include additional
information.


 


	2.5	Valuation Period




 


The
Valuation Period must be included by the Company in an Option Exercise Request delivered to the Option Holder under clause 2.4
and must:


 


		(a)	Specify
                                         a start date for the Valuation Period that is a Business Day (Valuation Period Start
                                         Date);



 


		(b)	Specify
                                         an end date for the Valuation Period that is a Business Day (Valuation Period End
                                         Date), which is on or after the Valuation Period Start Date. The Valuation Period
                                         End Date must be a date no later than one Business Day prior to the Option Expiry Date;



 


		(c)	Be
                                         for a period which:



 


		(i)	is
                                         no less than one Business Day and no more than 20 Business Days; and






 


		(ii)	must
                                         not overlap with any previous Valuation Period.



 





	2.6	Option
    Exercise Notice 
	 	 
	 	An Option
    Exercise Notice:


  


		(a)	May
                                         be sent by the Option Holder to the Company at any time, but no later than five Business
                                         Days after the Valuation Period End Date, unless otherwise agreed with the Company;



 


		(b)	Must
                                         specify the number of Shares to be issued by the Company (Option Shares) which
                                         may be (at the sole election of the Option Holder) any number of Option Shares:



 


		(i)	up
                                         to but not exceeding the Maximum Number of Exercise Shares; or



 


		(ii)	which
                                         when multiplied by the Exercise Price does not exceed the Maximum Exercise Value;



 


		(c)	Must
                                         specify the Exercise Price, which is equal to the price per Option Share;



 


		(d)	Must
                                         specify a date on which Completion is to take place (Completion Date). This date
                                         must be no more than seven (7) Business Days after the Valuation Period End Date, unless
                                         otherwise agreed with the Company;



 


		(e)	Must
                                         be signed by, or on behalf of, the Option Holder;






 






    	 	Page 6 of 23



     


    

 





		(f)	Must
                                         specify the name and address of the nominee if the Option Shares are to be issued to
                                         a nominee of the Option Holder; and



 


		(g)	Must
                                         be in substantially the same form provided for Schedule 3.



 


	2.7	Lapse of Option




 


The
Option will lapse on the Option Expiry Date.


 


	2.8	Early termination of Option by the Company




 


		(a)	The
                                         Company may terminate the Option prior to the Option Expiry Date by giving a written
                                         notice to the Option Holder (Termination Notice).



 


		(b)	The
                                         Termination Notice must specify a date on which the Controlled Placement Deed terminates
                                         that is not less than five Business Days from the date of the Termination Notice (Termination
                                         Date).



 


		(c)	Where
                                         the Termination Date is during a Valuation Period, the Valuation Period End Date for
                                         the relevant period will be taken to be the Termination Date.



 


		(d)	For
                                         the avoidance of doubt, the Option Holder may issue an Option Exercise Notice to the
                                         Company for the Option Exercise Request affected by the termination notice.



 


		(e)	Notwithstanding
                                         the termination, the Company must comply with any obligations of the Company arising
                                         prior to the Termination Date under this deed, including:



 


		(i)	to
                                         issue any Option Shares in accordance with clause 4; and



 


		(ii)	to
                                         pay any outstanding Fees (including the Termination Fee (if applicable)) set out in Schedule
                                         4.



 


	2.9	Not used




 





 



 


	3.	Fees




 


	3.1	Fees payable by the Company




 


The
Company agrees to pay the Option Holder the Fees set out in Schedule 4 on the terms and conditions set out therein.


 


	3.2	Company payment obligations




 


The
Company must pay the Fees to the Option Holder by no later than the dates specified in Schedule 4 by:


 


		(a)	electronic
                                         funds transfer to the account of an Australian bank specified by the Option Holder and
                                         confirmed by the Company to the Option Holder by notice;



 


		(b)	unendorsed
                                         bank cheque drawn on an Australian bank or other immediately available funds; or



 


		(c)	in
                                         any other manner reasonably required by the Option Holder in writing.






 






    	 	Page 7 of 23



     


    

 





 



 


	4.	Completion




 


	4.1	Subscription and issue




 


On
Completion:


 


		(a)	the
                                         Option Holder (or its nominee) must subscribe at the Exercise Price for the Option Shares
                                         specified in the relevant Option Exercise Notice; and



 


		(b)	the
                                         Company must issue to the Option Holder for the Exercise Price the Option Shares specified
                                         in the relevant Option Exercise Notice.



 


	4.2	Issue not for the purpose of on-sale




 


The
Company acknowledges that it is not granting the Option or issuing the Option Shares for the purpose of the Option Holder (or
its nominee) selling or transferring the Option Shares, or granting, issuing or transferring interests in, or options over, the
Option Shares.


 


	4.3	Time and place for Completion




 


In
respect of each Option Exercise Notice given under this deed, Completion must take place at Level 2, 261 George Street, Sydney
NSW 2000 at 9.00am on the Completion Date, or at any other place, date or time as the Company and the Option Holder agree in writing.


 


	4.4	Company’s obligations




 


The
Company must:


 


		(a)	no
                                         later than the relevant Completion Date:



 


		(i)	issue
                                         to the Option Holder (or its nominee) the Option Shares free from all Encumbrances; and



 


		(ii)	apply
                                         to ASX for the Option Shares to be immediately quoted on ASX, including by signing and
                                         lodging with ASX an Appendix 3B in respect of the Option Shares;



 


		(b)	as
                                         soon as is reasonably practicable despatch (or have the Company’s share registry despatch)
                                         holding statements to the Option Holder in respect of the Option Shares;



 


		(c)	in
                                         circumstances where the Company is permitted to issue either a notice under section 708A(6)
                                         of the Corporations Act or a prospectus, at the time of issue of the Option Shares:



 


		(i)	on
                                         and from Completion do all things necessary to ensure that the Option Shares can be transferred
                                         by the Option Holder (or its nominee) on and from Completion without the need for disclosure
                                         under the Corporations Act (or other applicable law), including by giving to ASX a notice
                                         under section 708A(6) of the Corporations Act or issuing a cleansing prospectus at the
                                         time of issue of the Option Shares; and



 


		(ii)	on
                                         the issue of the Option Shares, ensure that at that time all material information (including
                                         any inside information and any information that will be disclosed to satisfy the requirements
                                         of Case 1 of section 708A of the Corporations Act) is disclosed to ASX.






 






    	 	Page 8 of 23



     


    

 


		(d)	in
                                         circumstances where the Company is not permitted to issue either a notice under section
                                         708A(6) of the Corporations Act or a cleansing prospectus, at the time of the Completion
                                         Date stated in the Option Exercise Request, the Company must give Notice as soon as is
                                         reasonably practicable in writing to the Option Holder to extend the Completion Date
                                         (“Extended Completion Notice”). The Extended Completion Notice must state a
                                         new Completion date which must be the earlier of:



 


		(i)	The
                                         soonest available time which the company is permitted to issue a notice under 708A(6)
                                         or issue a prospectus;



 


		(ii)	20
                                         Business Days; and



 


		(iii)	15
                                         Business Days, prior to the Option Expiry Date,



 


with
such date becoming the new Completion Date for the relevant Option Exercise Notice.


 


	4.5	Option Holder payment obligations




 


The
Option Holder must pay, or procure that its nominee pays, an amount equal to the Exercise Price multiplied by the number of Option
Shares exercised to the Company by no later than the Completion Date by:


 


		(a)	electronic
                                         funds transfer to the account of an Australian bank specified by the Company and confirmed
                                         by the Option Holder to the Company by notice; or



 


		(b)	in
                                         any other manner reasonably required by the Company in writing.



 


	4.6	Interdependence of obligations at Completion




 


The
obligations of the parties under clauses 4.4(a) and 4.5 are interdependent and must be performed, as nearly as possible, simultaneously.
If any obligation specified in clauses 4.4(a) or 4.5 is not performed on or before Completion then, without limiting any other
rights of the parties, Completion is taken not to have occurred and any document delivered under clause 4.4(a) or payment made
under clause 4.5 must be returned to the party that delivered it or paid it.


 





 



 


	5.	Reorganisation




 


Where
the Company undertakes any Reorganisation prior to the lapse of the Option, the Option Holder may adjust the terms of the Option
such that the Option Holder is placed in no worse an economic position than if the Reorganisation had not taken place.


 


For
the avoidance of doubt the Company and the Option Holder agree that the mutual intent of the Parties is to preserve the proportionality
of the Option Holder’s Option Shares upon issue should a Reorganisation occur after an Option Exercise Request has been issued
by the Company and before the relevant Completion Date relating to such Option Exercise Notice has taken place.


 





 



 


	6.	Company Warranties




 


	6.1	Warranties




 


The
Company warrants to the Option Holder that each Warranty is true and correct and not misleading or deceptive (including by omission)
from the date of execution of this deed up to and including the Option Expiry Date, except where the Warranty specifies that an
alternative period should apply.


 






    	 	Page 9 of 23



     


    

 


	6.2	Reliance




 


The
Company acknowledges that the Option Holder has entered into this deed in reliance on the Warranties.


 


	6.3	Warranties separate




 


Each
Warranty is to be treated as a separate warranty and is not limited by reference to any other warranty or any other provision
of this deed.


 


	6.4	Survival




 


Each
Warranty will remain in full force and effect after Completion and a claim for breach of Warranty shall not be limited to breaches
identified before Completion.


 


	6.5	Warranties not limited by inquiries or knowledge




 


No
Warranty is excluded or limited by:


 


		(a)	any
                                         inquiry or investigation made by or on behalf of the Option Holder or any of its representatives;



 


		(b)	any
                                         actual or constructive knowledge of the Option Holder or any of its representatives that
                                         any Warranty is or may be incorrect; or



 


		(c)	any
                                         other act, matter or thing.



 


	6.6	Indemnity for breach of Warranty




 


Without
limiting any other remedy available to the Option Holder, the Company indemnifies the Option Holder against, and must pay to the
Option Holder on demand:


 


		(a)	the
                                         amount of any Indemnified Loss suffered or incurred by the Option Holder arising out
                                         of or in connection with the breach of any Warranty; and



 


		(b)	an
                                         amount equal to any additional Tax assessable on the Option Holder arising out of or
                                         in connection with the receipt by the Option Holder of a payment under this clause 6.6.



 


	6.7	Adjustment




 


Any
payment made to the Option Holder for a breach of Warranty may be treated as an adjustment to the Exercise Price.


 





 



 


	7.	Option Holder Warranties




 


	7.1	Capacity and authorisation




 


Acuity
Capital Investment Management Pty Ltd (Trustee) has entered into this deed as trustee for the Acuity Capital Holdings Trust
(Trust). The provisions contained in this clause 7.1 and the provisions contained in Schedule 5 will apply to the Trustee
for so long as it serves as trustee for the Trust. The Trustee is a company properly incorporated and validly existing under the
laws of Australia, has the legal right and full corporate power and capacity to execute, deliver and perform its obligations under
this deed and has obtained all necessary authorisations and consents and taken all other actions necessary to enable it to do
so.


 






    	 	Page 10 of 23



     


    

 


	7.2	Valid obligations




 


This
deed constitutes (or will when executed constitute) valid legal and binding obligations of the Option Holder in accordance with
its terms and is enforceable against the Option Holder in accordance with its terms.


 


	7.3	Eligible investor




 


The
Option Holder is a person who falls within an exempt offer category set forth in section 708 of the Corporations Act.


 


	7.4	Breach or default




 


The
execution, delivery and performance of this deed by the Option Holder does not and will not result in a breach of or constitute
a default under:


 


		(a)	any
                                         agreement to which the Option Holder is party;



 


		(b)	any
                                         provision of the constitution of the Option Holder; or



 


		(c)	any
                                         law or regulation or any order judgment or determination of any court or Regulatory Authority
                                         by which the Option Holder is bound.



 


	7.5	Solvency




 


None
of the following events has occurred in relation to the Option Holder:


 


		(a)	a
                                         receiver, receiver and manager, liquidator, provisional liquidator, administrator or
                                         trustee is appointed in respect of the Option Holder or any of its assets or anyone else
                                         is appointed who (whether or not as agent for the Option Holder) is in possession, or
                                         has control, of any of the Option Holder’s assets for the purpose of enforcing an Encumbrance;



 


		(b)	an
                                         event occurs that gives any person the right to seek an appointment referred to in paragraph
                                         (a);



 


		(c)	an
                                         application is made to court or a resolution is passed or an order is made for the winding
                                         up or dissolution of the Option Holder or an event occurs that would give any person
                                         the right to make an application of this type;



 


		(d)	the
                                         Option Holder proposes or takes any steps to implement a scheme of arrangement or other
                                         compromise or arrangement with its creditors or any class of them;



 


		(e)	the
                                         Option Holder stops paying its debts when they become due or is declared or taken under
                                         any applicable law to be insolvent or the Option Holder’s board of directors resolves
                                         that the Option Holder is, or is likely to become at some future time, insolvent;



 


		(f)	any
                                         person in whose favour the Option Holder has granted any Encumbrance becomes entitled
                                         to enforce any security under that Encumbrance or any floating charge under that Encumbrance
                                         crystallises; or






 






    	 	Page 11 of 23



     


    

 


		(g)	any
                                         event under any law which is analogous to, or which has a substantially similar effect
                                         to, any of the events referred to in paragraphs (a) to (f).



 





 



 


	8.	Confidentiality




 


	8.1	No announcement or other disclosure of transaction




 


Except
as permitted by clause 8.2 each party must keep confidential the existence of and the terms of this deed and all negotiations
between the parties in relation to the subject matter of this deed.


 


	8.2	Permitted disclosure




 


Nothing
in this deed prevents a person from disclosing matters referred to in clause 8.1:


 


		(a)	if
                                         disclosure is required to be made by law or the rules of a recognised stock or securities
                                         exchange and the party whose obligation it is to keep matters confidential or procure
                                         that those matters are kept confidential:



 


		(i)	has
                                         not through any voluntary act or omission (other than execution of this deed) caused
                                         the disclosure obligation to arise; and



 


		(ii)	has
                                         before disclosure is made notified the other party of the requirement to disclose and,
                                         where the relevant law or rules permit and where practicable to do so, given the other
                                         party a reasonable opportunity to comment on the requirement for and proposed contents
                                         of the proposed disclosure;



 


		(b)	if
                                         disclosure is reasonably required to enable a party to perform its obligations under
                                         this deed;



 


		(c)	to
                                         any professional adviser of a party who has been retained to advise in relation to the
                                         transactions contemplated by this deed or any auditor of a party who reasonably requires
                                         to know;



 


		(d)	with
                                         the prior written approval of the other party; or



 


		(e)	where
                                         the matter has come into the public domain otherwise than as a result of a breach by
                                         any party of this deed.



 





 



 


	9.	GST




 


	9.1	Interpretation




 


The
parties agree that:


 


		(a)	except
                                         where the context suggests otherwise, terms used in this clause 9 have the meanings given
                                         to those terms by the GST Act (as amended from time to time); and



 


		(b)	any
                                         consideration that is specified to be inclusive of GST must not be taken into account
                                         in calculating the GST payable in relation to a supply for the purpose of this clause.






 






    	 	Page 12 of 23



     


    

 


	9.2	Reimbursements and similar payments




 


Any
payment or reimbursement required to be made under this deed that is calculated by reference to a cost, expense, or other amount
paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity
is entitled for the acquisition to which the cost, expense or amount relates.


 


	9.3	GST payable




 


If
GST is payable in relation to a supply made under or in connection with this deed then any party (Recipient) that is required
to provide consideration to another party (Supplier) for that supply must pay an additional amount to the Supplier equal
to the amount of that GST at the same time as other consideration is to be provided for that supply or, if later, within five
Business Days of the Supplier providing a valid tax invoice to the Recipient.


 


	9.4	Variation to GST payable




 


If
the GST payable in relation to a supply made under or in connection with this deed varies from the additional amount paid by the
Recipient under clause 9.3 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive
the amount of that variation from, the Recipient. Any payment, credit or refund under this paragraph is deemed to be a payment,
credit or refund of the additional amount payable under clause 9.3.


 





 



 


	10.	Notices




 


	10.1	How notice is to be given




 


Each
communication (including each notice, consent, approval, request and demand) under or in connection with this deed:


 


		(a)	must
                                         be given by email;



 


		(b)	must
                                         be in writing and in English (or accompanied by a certified translation into English);



 


		(c)	must
                                         be addressed as follows (or as otherwise notified by that party to each other party from
                                         time to time):



 


		(i)	if
                                         to the Company:



 


		Attention:	Dr.
                                         Yacov Geva
	 	 	 
	 	Email:	yacovg@gmedinnovations.com
	 	 	 
	 	CC:	Brendan
                                         de Kauwe



 


		(ii)	if
                                         to the Option Holder:



 





	 	Attention:	Acuity Capital Execution Team
	 	 	 
	 	Email:	execution@acuitycapital.com.au
	 	 	 
	 	Cc:	stephen.earl@acuitycapital.com.au



 






    	 	Page 13 of 23



     


    

 





		(d)	must
                                         be in pdf or other format that is a scanned image of the original of the communication,
                                         including a handwritten signature, and be attached to an email that states that the attachment
                                         is a communication under this deed.



 


	10.2	When notice taken is to be received




 


Each
communication (including each notice, consent, approval, request and demand) under or in connection with this deed is taken to
be received by the addressee at the time the email was sent unless the party sending the email knows or reasonably ought to suspect
that the email and the attached communication were not delivered to the addressee’s domain specified in the email address notified
for the purposes of this clause 10, but if the communication would otherwise be taken to be received on a day that is not a working
day or after 5.00 pm, it is taken to be received at 9.00 am on the next working day (working day meaning a day that is
not a Saturday, Sunday or public holiday and on which banks are open for business generally, in the place to which the communication
is sent).


 





 



 


	11.	Entire agreement




 


To
the extent permitted by law, this deed constitutes the entire agreement between the parties in relation to its subject matter
including the issue of the Option Shares and supersedes all previous agreements between the parties in relation to its subject
matter.


 





 



 


	12.	General




 


	12.1	Amendments




 


This
deed may only be varied by a document signed by or on behalf of each party.


 


	12.2	Assignment




 


A
party cannot assign or otherwise transfer any of its rights under this deed without the prior consent of each other party.


 


	12.3	Consents




 


Unless
this deed expressly provides otherwise, a consent under this deed may be given or withheld in the absolute discretion of the party
entitled to give the consent and to be effective must be given in writing.


 


	12.4	Costs




 


Each
party must pay its own costs and expenses in connection with:


 


		(a)	negotiating,
                                         preparing, executing and performing this deed; and



 


		(b)	any
                                         subsequent consent, agreement, approval, waiver or amendment relating to this deed.



 


	12.5	Counterparts




 


This
deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an
original of this deed, and all together constitute one deed.








 






    	 	Page 14 of 23



     


    

 


	12.6	Further acts and documents




 


Each
party must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver all further
documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party
to give effect to this deed.


 


	12.7	Severance




 


If
any provision or part of a provision of this deed is held or found to be void, invalid or otherwise unenforceable (whether in
respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of
voidability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.


 


	12.8	Waivers




 


Without
limiting any other provision of this deed, the parties agree that:


 


		(a)	failure
                                         to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise
                                         or enforcement of, a right, power or remedy provided by law or under this deed by a party
                                         does not preclude, or operate as a waiver of, the exercise or enforcement, or further
                                         exercise or enforcement, of that or any other right, power or remedy provided by law
                                         or under this deed;



 


		(b)	a
                                         waiver given by a party under this deed is only effective and binding on that party if
                                         it is given or confirmed in writing by that party; and



 


		(c)	no
                                         waiver of a breach of a term of this deed operates as a waiver of another breach of that
                                         term or of a breach of any other term of this deed.



 





 



 


	13.	Governing law and jurisdiction




 


	13.1	Governing law and jurisdiction




 


This
deed is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction
of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect
to any proceedings that may be brought at any time relating to this deed and waives any objection it may have now or in the future
to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient
forum, if that venue is in accordance with the provisions of this clause 13.1.


 






    	 	Page 15 of 23



     


    




 


	Signed
    as a deed.	 	 
	 	 	 
	Executed
    by G Medical Innovations Holdings Limited ARBN 617 204 743 in accordance with section 127 of the Corporations Act
    2001 (Cth):	 	 
	 	 	 
	/s/
Yacov Geva	 	 
	Signature
    of director	 	Signature
    of company secretary/director
	 	 	 
	Yacov
Geva	 	 
	Full
    name of director	 	Full
    name of company secreatary/director
	 	 	 
	Executed
    by Acuity Capital Investment Management Pty Ltd ACN 132 459 093 as trustee for the Acuity Capital Holdings Trust in
    accordance with section 127 of the Corporations Act 2001 (Cth):	 	 
	 	 	 
	/s/
    Stephen Earl	 	 
	Signature
    of sole director of corporate trustee 	 	 
	 	 	 
	Stephen
    Earl	 	 
	Full
    name of sole director of corporate trustee	 	 





 






    	 	Page 16 of 23



     


    

 


Schedule
1 Warranties


 





 



 


	1.	Company




 


	1.1	Capacity and authorisation




 


The
Company:


 


		(a)	is
                                         a company properly incorporated and validly existing under the laws of Australia;



 


		(b)	has
                                         the legal right and full corporate power and capacity to:



 


		(i)	execute
                                         and deliver this deed; and



 


		(ii)	perform
                                         its obligations under this deed and each transaction effected by or made under this deed,



 


and
has obtained (or will obtain prior to the issue of any Option Shares) all necessary authorisations and consents and take all other
actions necessary to enable it to do so (including all approvals of the shareholders of the Company which may be required under
the Listing Rules and the Corporations Act in order for the Company to issue Option Shares to the Option Holder on the exercise
of the Option).


 


	1.2	Valid obligations




 


This
deed constitutes (or will when executed constitute) valid legal and binding obligations of the Company in accordance with its
terms and is enforceable against the Company in accordance with its terms.


 


	1.3	Breach or default




 


The
execution, delivery and performance of this deed by the Company does not and will not result in a breach of or constitute
a default under:


 


		(a)	any
                                         agreement to which the Company is party;



 


		(b)	any
                                         provision of the constitution of the Company; or



 


		(c)	any
                                         law or regulation or any order, judgment or determination of any court or Regulatory
                                         Authority by which the Company is bound.



 


	1.4	Solvency




 


None
of the following events has occurred in relation to the Company:


 


		(a)	a
                                         receiver, receiver and manager, liquidator, provisional liquidator, administrator or
                                         trustee is appointed in respect of the Company or any of its assets or anyone else is
                                         appointed who (whether or not as agent for the Company) is in possession, or has control,
                                         of any of the Company’s assets for the purpose of enforcing an Encumbrance;



 


		(b)	an
                                         event occurs that gives any person the right to seek an appointment referred to in paragraph
                                         (a);






 






    	 	Page 17 of 23



     


    

 


		(c)	an
                                         application is made to court or a resolution is passed or an order is made for the winding
                                         up or dissolution of the Company or an event occurs that would give any person the right
                                         to make an application of this type;



 


		(d)	the
                                         Company proposes or takes any steps to implement a scheme of arrangement or other compromise
                                         or arrangement with its creditors or any class of them;



 


		(e)	the
                                         Company stops paying its debts when they become due or is declared or taken under any
                                         applicable law to be insolvent or the Company’s board of directors resolves that the
                                         Company is, or is likely to become at some future time, insolvent;



 


		(f)	any
                                         person in whose favour the Company has granted any Encumbrance becomes entitled to enforce
                                         any security under that Encumbrance or any floating charge under that Encumbrance crystallises;
                                         or



 


		(g)	any
                                         event under any law which is analogous to, or which has a substantially similar effect
                                         to, any of the events referred to in paragraphs (a) to (f).



 





 



 


	2.	Option Shares and share capital




 


	2.1	Valid issue of Option Shares




 


The
Option Shares will upon issue to the Option Holder (or its nominee) have been validly issued and fully paid up.


 


	2.2	Share capital




 


The
shares in the Company details of which are set out in the most recent Appendix 3B disclosed by the Company to ASX prior to the
date of this deed constitute, before the issue of the Option Shares, the whole of the issued share capital of the Company and
all such shares have been validly issued and fully paid up.


 


	2.3	Option Shares




 


		(a)	Other
                                         than on the dates disclosed in Schedule 6 (if any) the Option Shares are in a class of
                                         securities that have been, and will be, quoted at all times in the three months before
                                         the issue of the Option Shares.



 


		(b)	Trading
                                         in the Company’s shares has not been, and will not be, suspended for more than a total
                                         of five days in the 12 month period immediately preceding the issue of the Option Shares
                                         (or such shorter period during which the shares have been quoted).



 


		(c)	No:



 


		(i)	exemption
                                         under sections 111AS or 111AT of the Corporations Act; or



 


		(ii)	order
                                         under sections 340 or 341 of the Corporations Act,



 


covered
the Company, or any person, as a director or auditor of the Company at any time during the 12 month period immediately preceding
the issue of the Option Shares (or such shorter period during which the Company’s shares have been quoted).


 


		(d)	ASIC
                                         has not made, and to the best of the Company’s knowledge will not before Completion make,
                                         a determination under sub-section 708A(2) of the Corporations Act that it is satisfied
                                         that the Company has, within the previous 12 months, contravened any of the provisions
                                         listed in that sub-section.









 






    	 	Page 18 of 23



     


    

 


		(e)	Case
                                         1 of section 708A of the Corporations Act is and will be applicable such that a subsequent
                                         offer of the Option Shares for sale will not require disclosure under the Corporations
                                         Act. In particular, the Company will not be issuing the Option Shares for the purpose
                                         of the Option Holder selling or transferring them (or granting, issuing or transferring
                                         interests in, or options over, them).



 


		(f)	The
                                         Company is not aware of any reason why ASX would not grant quotation of all Option Shares
                                         on ASX.



 


		(g)	Approval
                                         is not required by shareholders of the Company to issue the Option Shares.



 


	2.4	Third party rights




 


There
is no Encumbrance, option, right of pre-emption, right of first or last refusal or other third party right (other than options
to subscribe for fully paid ordinary shares in the Company, the details of which are in the public domain) created by the Company
over any of the share capital of the Company.


 


	2.5	No Encumbrances




 


The
Option Shares will upon issue to the Option Holder (or its nominee) be free from any Encumbrances.


 


	2.6	Ranking




 


The
Option Shares will upon issue to the Option Holder (or its nominee) rank pari passu with all other Shares in all respects (including
with respect to rights to dividends).


 


	2.7	Transfer




 


The
Option Shares will upon issue to the Option Holder (or its nominee) be able to be transferred by the Option Holder (or its nominee)
to a third party without the need for disclosure under the Corporations Act (or any other applicable law).


 





 



 


	3.	Disclosure by the Company




 


	3.1	Listing Rules




 


		(a)	The
                                         Company has at all times complied with, and is currently in compliance with, its obligations
                                         under Listing Rule 3.1.



 


		(b)	On
                                         the date of the issue of the Option Shares the Company is not withholding from disclosure
                                         to ASX any information which would have a material effect on the price or value of its
                                         Shares, whether under Listing Rule 3.1A or otherwise.



 


	3.2	Constitution




 


A
true and complete copy of the constitution of the Company has been disclosed to ASX by the Company before the date of this deed.


 






    	 	Page 19 of 23



     


    

 





Schedule
2 Option Exercise Request


 


[On
Company letterhead]


 


[Date]


 


Acuity
Capital Investment Management Pty Ltd as trustee


for
the Acuity Capital Holdings Trust


International
Tower Three, Level 24


300
Barangaroo Avenue


Barangaroo
NSW 2000


 


By
email: execution@acuitycapital.com.au


 


Attention:
Acuity Capital Execution Team 


 


Notice
of request to exercise Option


 


We
refer to the Controlled Placement Deed between us dated [insert date of deed] (Deed). Words and expression defined
in the Deed have the same meaning when used in this notice.


 


We
request that you exercise the Option granted to you under the Deed, with the following terms:


 


Valuation
Period Start Date [insert date] 


 


Valuation
Period End Date [insert date] 


 


Floor
Price [insert price]


 


Maximum
Number of Exercise Shares [insert number of shares]


(optional)


 


and/or


 


Maximum
Exercise Value [insert value]


 


This
notice constitutes an Exercise Request for the purposes of the Deed.


 


We
confirm that we have not disclosed any price-sensitive information to Acuity Capital that has not also been disclosed to the ASX.


 





 



[Insert
name]


For
and on behalf of


G
Medical Innovations Holdings Limited


 






    	 	Page 20 of 23



     


    

 


 





Schedule
3 Option Exercise Notice


[On Option Holder letterhead]


 


[Date]


 


G
Medical Innovations Holdings Limited


Willow House Cricket Sq


#VALUE!


By
email: [TBC]


 


Attention:
[TBC]


 


Notice
of exercise of Option


 


We
refer to the Option Exercise Request from you to us dated [insert date of Exercise Request] and the Controlled Placement
Deed between us dated [insert date of deed] (Deed). Words and expression defined in the Deed have the same meaning
when used in this notice.


 


We
exercise the Option granted to us under the Deed and require you to issue to us [insert number of Option Shares] Option
Shares on the terms and conditions set out in the Deed.


 


In
accordance with clause 2.6(c) of the Deed we specify $[insert] as the price per Share (being the Exercise Price under the
Deed).


 


In
accordance with clause 2.6(d) of the Deed we specify [insert date] as the Completion Date.


 


This notice constitutes an Option
Exercise Notice for the purposes of the Deed.


 


 





 



[Insert
name]


For
and on behalf of


Acuity
Capital Investment Management Pty Ltd as trustee for the Acuity Capital Holdings Trust








 






    	 	Page 21 of 23



     


    

 


Schedule
4 Fees


 


In
accordance with clause 2.8, clause 3 and this Schedule 4, the following fees are payable by the Company.


 





 



 


	1.	Transaction Fee




 


The
Company must pay the Option Holder a Transaction Fee of $30,000 at the earlier of:


 


		(a)	the
                                         Option Start Date; or



 


		(b)	five
                                         Business Days following the date of this deed.



 


The
Option Holder may agree to accept the Transaction Fee in the form of Shares. If the Option Holder does agree to accept
the Transaction Fee in the form of Shares, the share price per share will be equal to a 10% discount to the five day
volume weighted average price of the Shares prior to the Shares being issued.


 





 



 


	2.	Non-utilisation Fee




 


Not
applicable.


 





 



 


	3.	Termination Fee




 


Not
applicable.


 





 



 


	4.	Rebate of Fees to Company




 


Not
applicable.








 






    	 	Page 22 of 23



     


    

 


Schedule
5 Trustee limitation of liability


 


In
accordance with clause 7.1 and this Schedule 5 the following provisions are applicable.


 


	1.1	Limitation




 


Subject
to clause 1.3 of this schedule and to the extent permitted by law:


 


		(a)	the
                                         liability of the Trustee to any other party in respect of any cause of action, claim
                                         or loss arising under this deed (Claim) is limited to the extent that the Trustee
                                         is entitled and able to recover from the property of the Trust (after taking account
                                         of the costs of exercising its right of indemnity or exoneration);



 


		(b)	no
                                         further Claim may be made against the Trustee for any amount outstanding after exercise
                                         of such rights; and



 


		(c)	this
                                         limitation of the Trustee’s liability applies despite any other provision of this deed
                                         and extends to all liabilities and obligations of the Trustee in any way connected with
                                         any representation, warranty, conduct, omission, agreement or transaction related to
                                         this deed.



 


	1.2	Acknowledgment of limitations




 


The
parties agree and acknowledge that they will not, in respect of any Claim:


 


		(a)	subject
                                         to clause 1.3 of this schedule, bring proceedings against the Trustee for any Claim or
                                         amount that is not provided for in this clause; or



 


		(b)	seek
                                         to wind up, dissolve or appoint an administrator, manager, receiver, liquidator or other
                                         similar officer to the Trustee or its assets except to the extent that the steps taken
                                         affect any property of the Trust or the Trustee’s right of recourse against, and indemnity
                                         from, the property of the Trust and nothing else.



 


	1.3	Exception




 


The
limitation in clause 1.1 of this schedule does not apply in respect of a Claim to the extent that:


 


		(a)	the
                                         right of indemnity, exoneration or recoupment out of the property of the Trust; or



 


		(b)	the
                                         actual amount recoverable from the Trustee in exercise of those rights,



 


is
reduced (in whole or in part) or does not exist, as a result of the Trustee acting fraudulently, negligently, with wilful misconduct
or in breach of trust.


 


	1.4	Limitation on authority




 


Acts
and omissions of a person, who is appointed to perform a particular function in relation to the Trustee will not be considered
to be the fraud, negligence, wilful misconduct or dishonesty of the Trustee for the purposes of clause 1.3 of this schedule.








 


Schedule
6 Suspension


 


Dates
the Company has been in suspension in the 12 months prior to the Option Start Date:


 


[XX]


 


END


 


 


 


Page
23 of 23