Exhibit 10.9


 


 


 


DEED
OF TERMINATION, SETTLEMENT AND RELEASE


 


G
Medical Innovations Holdings Limited MEF I, L.P.


Mr
Yacov Geva


 


This
deed is "without prejudice" until signed


 


DLA
Piper Australia


Level
31, Central Park


152-158
St Georges Terrace Perth WA 6000


PO
Box Z5470


Perth
WA 6831 Australia


DX
130 Perth


T
+61 8 6467 6000


F
+61 8 6467 6001


 






     


    


    

 





		Deed of Termination, Settlement and Release


 


CONTENTS


 





	DETAILS	2
	 	 
	BACKGROUND	2
	 	 
	AGREED TERMS	2
	 	 	 
	1	DEFINITIONS AND INTERPRETATION2	2
	 	 	 
	2	SETTLEMENT	6
	 	 	 
	3	GUARANTEE	7
	 	 	 
	4	FORBEARANCE	8
	 	 	 
	5	TERMINATION, RELEASE AND DISCHARGE - LOAN AGREEMENTS	9
	 	 	 
	6	CONFIDENTIALITY	11
	 	 	 
	7	REPRESENTATIONS AND WARRANTIES	11
	 	 	 
	8	NO ADMISSION OF LIABILITY	12
	 	 	 
	9	NOTICES	12
	 	 	 
	10	COSTS	13
	 	 	 
	11	GENERAL	13
	 	 	 
	EXECUTION	15


 




     


    


    


 


		Deed
    of Termination, Settlement and Release




 


	DETAILS	 
	 	 
	Date	 	2020
	 	 	 
	Parties	Name	G
    Medical Innovation Holdings Limited
	 	ARBN

        Address
	617
                                         204 743

        P.O.
        Box 10008, Willow House, Cricket Square Grand Cayman, KY1-1001, Cayman Islands (Company)

	 	 

        Name

        Address
	 

        MEF
        I, L.P.

        40
        Wall Street

        Floor
        58, New York, NY 10005 (Investor)

	 	 

        Name

        Address
	 

        Mr
        Yacov Geva

        P.O.
        Box 10008, Willow House, Cricket Square Grand Cayman, KY1-1001, Cayman Islands

        (Guarantor)

	 	(the
    Company, Investor and Guarantor collectively, the Parties and each or any of them, a Party).


 


BACKGROUND


 


		A	The
                                         Company and Investor have entered into the Convertible Securities Agreement and the General
                                         Security Agreement.



 


		B	The
                                         Company and Investor have agreed to terminate the Convertible Securities Agreement and
                                         release the Security constituted by the General Security Agreement on the terms of this
                                         Deed.



 


AGREED
TERMS


 


		1	DEFINITIONS
                                         AND INTERPRETATION 



 


Definitions


 


		1.1	Unless
                                         the context otherwise requires, in this Deed:



 


“Amendment
Letter” means the amendment letter to the Convertible Securities Agreement between the Company and the Investor dated
26 November 2019.


 


“ASIC”
means Australian Securities and Investments Commission.


 




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		Deed of Termination, Settlement and Release




 


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


 


"ASX
Listing Rules" means the listing rules of the ASX as amended from time to time.


 


"Business
Day" means:


 


		(a)	for
determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in
the place to which the notice, consent or other communication is sent; and



 


		(b)	for
any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business
in Western Australia.



 


"Cash
Settlement" has the meaning given to that term in clause 2.


 


"Claim"
means all claims, actions, demands, suits, causes of action, damages, losses, interest, costs (including legal costs), liabilities
and expenses of any nature and howsoever arising, whether present or future, fixed or unascertained, actual or contingent and
whether at law, in equity, under statute or otherwise.


 


"Convertible
Securities" has the same meaning given to that term in the Convertible Securities Agreement.


 


"Conversion
Notice" has the same meaning given to that term in the Convertible Securities Agreement.


 


"Convertible
Securities Agreement" means the convertible securities agreement between the Company and Investor dated on or around
29 October 2018 as amended by letter agreements on or around dated 26 March 2019 and 15 August 2019 and the Amendment Letter.


 


“Corporations
Act” means the Corporations Act 2001 (Cth).


 


"Deed"
means this deed, including any schedules or annexures.


 


"Effective
Date" means the date on which the Cash Settlement and Outstanding Legal Fees are paid in accordance with clause 2.2,
clause 3.1 or clause 3.2.4 (if applicable).


 


"End
Date" means 3 April 2020 (or such later date agreed between the Parties in writing).


 


"Exchange
Rate" means the USD/AUD rate of exchange as published by the Reserve Bank of Australia on the business day prior to
the Effective Date or the Transfer Date (as applicable).


 


"Execution
Date" means the date on which this Deed has been executed by each Party.


 




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		Deed of Termination, Settlement and Release




 


"Final
Payment Date" means 31 March 2020 (or such later date agreed between the Parties in writing).


 


"Forbearance
Period" means the period commencing on the date the Investor Shares are issued in accordance with clauses 2.4 and 2.6
and ending in accordance with clause 4.2.


 


"GEM
Capital Commitment Agreement" means the agreement between the Company, GEM Global Yield Fund LLC SCS and GEM Yield Bahamas
Ltd dated 29 November 2019.


 


"GEM
Proceeds" means any gross proceeds received by the Company pursuant to a draw down under the GEM Capital Commitment Agreement,
which shall be calculated prior to any fee reductions.


 


"General
Security Agreement" means the general security agreement between the Company and the Investor dated on or around 29 October
2018.


 


"Investor
Bank Account" means the bank account provided in Schedule A. “Investor Shares” has the meaning given
to that term in clause 2.1.3. “Issue Date” has the meaning given to that term in clause 2.4.


 


"Loan
Agreements" means the following agreements:


 


		(a)	Convertible
Securities Agreement;



 


		(b)	General
Security Agreement; and



 


		(c)	any
collateral agency agreement between the Investor, the Company and any other purchasers.



 


“Official
List” means the official list of ASX.


 


“Outstanding
Legal Fees” has the meaning given to that term in clause 2.1.2.


 


"Secured
Property" has the meaning given to that term in the General Security Agreement.


 


"Security
Interest" means a charge, mortgage, security interest, encumbrance, pledge, right of first refusal, pre-emptive right,
title retention, trust arrangement, contractual right, right of call or set off or any other security arrangement.


 


"Share"
means a fully paid ordinary share in the Company.


 


"Transfer
Date" means the date that Shares are transferred to the Investor in accordance with clause 3.2.


 




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		Deed of Termination, Settlement and Release




 


"Volume
Weighted Average Market Price" has the meaning defined in the ASX Listing Rules.


 


Interpretation


 


		1.2	Unless
the context otherwise requires, in the interpretation of this Deed:



 


		1.2.1	a
reference to:



 


		1.2.1.1	'A$'
means Australian dollars;



 


		1.2.1.2	'US$'
                                         means United States dollars;



 


		1.2.1.3	the
                                         singular includes the plural and the plural includes the singular;



 


		1.2.1.4	a
                                         party, clause, part, schedule, annexure or attachment is a reference to a party, clause,
                                         part, schedule, annexure or attachment of or to this Deed;



 


		1.2.1.5	a
                                         party includes the party's executors, administrators, successors and permitted assigns;



 


		1.2.1.6	any
                                         law, legislation or legislative provision includes any statutory modification, amendment
                                         or re-enactment, and any subordinate legislation or regulations issued under that legislation
                                         or legislative provision, in either case whether before, on or after the date of this
                                         Deed; and



 


		1.2.1.7	any
                                         document or agreement is to that document or agreement as amended, novated, supplemented
                                         or replaced;



 


		1.2.2	where
                                         a word or expression is given a particular meaning, other parts of speech and grammatical
                                         forms of that word or expression have a corresponding meaning;



 


		1.2.3	mentioning
                                         anything after “includes”, “including”, “for example”,
                                         or similar expressions, does not limit what else might be included;



 


		1.2.4	headings
                                         are for convenience only and do not form part of this Deed or affect its interpretation;
                                         and



 


		1.2.5	a
                                         provision of this Deed must not be construed to the disadvantage of a party merely because
                                         that party was responsible for the preparation of the Deed or the inclusion of the provision
                                         in the Deed.



 






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		Deed of Termination, Settlement and Release




 


Joint
and several obligations


 


		1.3	Except
as otherwise set out in this Deed, a reference to any party to this Deed, where that party is made up of more than one person,
includes each of them jointly with each other person to whom the reference applies and each of them individually.



		1.1	






		1.4	Any
                                         covenant, undertaking, representation or warranty under this Deed by two or more persons
                                         binds them jointly and each of them individually, and any benefit in favour of two or
                                         more persons is for the benefit of them jointly and each of them individually.



 


		2	SETTLEMENT



 


		2.1	The
                                         Company will:



 


		2.1.1	pay
to the Investor the amount of US$3,390,664.47 (inclusive of any GST) less any amounts remitted to the Investor pursuant to clause
4.3 (Cash Settlement) in accordance with clause 2.2;



 


		2.1.2	pay
                                         to the Investor A$35,000 in outstanding legal costs (Outstanding Legal Fees) in
                                         accordance with clause 2.2; and



 


		2.1.3	issue
                                         to the Investor (and/or its nominee) Shares (Investor Shares) in accordance with
                                         clause 2.4,



 


in
full and final settlement of all amounts owing and all Claims arising out of, in connection with, related to or incidental to
the Convertible Securities Agreement.


 


		2.2	The
                                         Cash Settlement and Outstanding Legal Fees will be paid to the Investor Bank Account
                                         on or before the Final Payment Date.



 


		2.3	If
                                         the Company does not pay the Cash Settlement and Outstanding Legal Fees to the Investor
                                         on or before the Final Payment Date, the provisions of clause 3.1 shall apply.



 


		2.4	The
                                         Investor Shares must be issued to the Investor and/or its nominee within five Business
                                         Days from the Execution Date (Issue Date). The number of Investor Shares required
                                         to be issued will be determined by dividing A$200,000 by the closing bid price of the
                                         Shares on ASX on the trading day immediately prior to the date upon which the Shares
                                         are issued, rounded upwards to the nearest whole number.



 


		2.5	The
                                         Investor undertakes not to trade in Shares prior to the Issue Date.



 


		2.6	The
                                         Company will, on the Issue Date:



 


		2.6.1	ensure
                                         approval has been given for official quotation of the Investor Shares on the Official
                                         List; and



 


		2.6.2	lodge
                                         with ASIC a prospectus prepared in accordance with the Corporations Act and do all such
                                         things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an
                                         offer for sale of the Investor Shares does not require disclosure to investors.




 



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		Deed of Termination, Settlement and Release




 


		3	GUARANTEE



 


		3.1	If
                                         the Company does not make full payment to the Investor of the aggregate of the Cash Settlement
                                         and the Outstanding Legal Fees on or before the Final Payment Date, the Guarantor must
                                         on or before the End Date pay to the Investor the aggregate of the outstanding Cash Settlement
                                         and Outstanding Legal Fees in full and final settlement of all amounts owing and all
                                         Claims arising out of, in connection with, related to or incidental to the Convertible
                                         Securities Agreement (including but not limited to all amounts payable by the Company
                                         and/or the Guarantor under this Deed).



 


		3.2	Without
                                         prejudice to the Guarantor’s obligation under clause 3.1, if all or part of the
                                         Cash Settlement and/or Outstanding Legal Fees remain outstanding at any time after the
                                         Final Repayment Date, and on more than one occasion, the Investor may give notice to
                                         the Guarantor requiring the Guarantor to transfer any number of Shares held by the Guarantor
                                         to the Investor. The maximum number of the Shares that may be required to be transferred
                                         by the Guarantor to the Investor at any one time, pursuant to this clause 3.2, will be
                                         that number determined by dividing the aggregate of the remaining Cash Settlement and
                                         the Outstanding Legal Fees, by the 5 day Volume Weighted Average Market Price immediately
                                         prior to the Transfer Date multiplied by the Exchange Rate, rounded up to the nearest
                                         whole number. If the Investor requires a transfer:



 


		3.2.1	the
                                         Guarantor must transfer that number of Shares to the Investor as soon as possible (and
                                         within 1 Business Day in any event);



 


		3.2.2	the
                                         transfer of the Shares will not (of itself) reduce the Company’s or the Guarantor’s
                                         obligation to pay the remaining Cash Settlement and the Outstanding Legal Fees;



 


		3.2.3	the
                                         Investor may:



 


		3.2.3.1	sell
the Shares on market on ASX at its discretion; and



 


		3.2.3.2	notify
the Guarantor of the net proceeds received from the sale;



 


		3.2.4	the
                                         net proceeds of any sales by the Investor under this clause will be set-off against and
                                         deducted from the amount outstanding by the Guarantor to the Investor under clause 3.1;



 


		3.2.5	if
                                         and when the Cash Settlement and the Outstanding Legal Fees have been fully repaid pursuant
                                         to clause 3.1 or 3.2.4:



 


		3.2.5.1	the
                                         Investor must promptly (and within 1 Business Day in any event) re-transfer the balance
                                         of any Shares held by it under this clause 3.2 to the Guarantor;



 


		3.2.5.2	to
                                         the extent the Investor holds any net proceeds at the time the amount outstanding by
                                         the Guarantor to the Investor under clause 3.1 is paid (whether under clause 3.2.4 or
                                         otherwise) the Investor must (within 1 Business Day) pay any balance of the net proceeds
                                         to, or at the direction of, the Guarantor; and






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		Deed of Termination, Settlement and Release




 


		3.2.5.3	the
                                         Guarantor will be deemed to have satisfied its payment obligations under clause 3.1 in
                                         full and final settlement of all amounts owing and all Claims arising out of, in connection
                                         with, related to or incidental to the Convertible Securities Agreement (including but
                                         not limited to all amounts payable by the Company and/or the Guarantor under this Deed).



 


		4	FORBEARANCE



 


		4.1	During
the Forbearance Period, the Investor:



 


		4.1.1	will
                                         not exercise any of its rights or powers under the Loan Agreements, including but not
                                         limited to:



 


		4.1.1.1	demanding
                                         payment or repayment of any amount under any Loan Agreement;



 


		4.1.1.2	converting
                                         any of its existing Convertible Securities into Shares;



 


		4.1.1.3	redeeming
                                         any of its existing Convertible Securities into Shares pursuant to clause 3.7 of the
                                         Convertible Securities Agreement;



 


		4.1.1.4	providing
                                         the Company with a Conversion Notice and/or an amortisation notice;



 


		4.1.1.5	exercising
                                         any of its rights under the Amendment Letter, including its rights under clause 2 of
                                         the Amendment Letter;



 


		4.1.1.6	enforcing
                                         its Security Interest under the General Security Agreement; or



 


		4.1.1.7	taking
                                         any action with respect to an Event of Default under or as defined in any Loan Agreement;



 


		4.1.2	agrees
                                         that no interest shall accrue under the Convertible Securities Agreement.



 


		4.2	The
                                         Forbearance Period will immediately come to an end if:



 


		4.2.1	the
                                         Company breaches any of its obligations under this Deed (save for, where the Company
                                         does not pay the Cash Settlement and Outstanding Legal Fees to the Investor on or before
                                         the Final Payment Date);



 


		4.2.2	the
                                         Guarantor does not pay the outstanding Cash Settlement and Outstanding Legal Fees by
                                         the End Date;



 


		4.2.3	any
                                         of the Events of Default in clauses 11.1(f), (g), (h), (i), (s) (other than by the Investor),
                                         (x), or (jj) (other than by the Investor) of the Convertible Securities Agreement occurs
                                         with respect to the Company; or



		4.2.1	





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		Deed of Termination, Settlement and Release




 


		4.2.4	the
                                         Company does not, within 14 days of the date of this Deed, dispatch a notice of meeting
                                         to convene a meeting of the Company’s shareholders seeking shareholder approval
                                         for the issue of replacement convertible notes in accordance with the terms of the Convertible
                                         Securities Agreement (and not subject to any minimum price or maximum number of shares
                                         to be issued),



 


and
will in any event come to an end once the Effective Date has occurred. For the avoidance of doubt, once the Forbearance Period
has ended, clause 4.1 will cease to have any force or effect.


 


		4.3	The
                                         Company and the Investor acknowledge and agree that during the Forbearance Period an
                                         amount equivalent to 10% of the GEM Proceeds will be immediately remitted to the Investor
                                         upon receipt by the Company.



 


		4.4	The
                                         parties agree that this Deed is not intended to create a position where the Investor
                                         can recover the same amount more than once from the Company, the Guarantor, or both of
                                         them. If the Forbearance Period ends other than as a result of the occurrence of the
                                         Effective Date, then:



 


		4.4.1	any
                                         amount the Investor receives from the Company in payment of the aggregate of the Cash
                                         Settlement and the Outstanding Legal Fees will reduce the Guarantor’s obligation
                                         to pay the corresponding amounts to the Investor;



 


		4.4.2	any
                                         amount the Investor receives from the Guarantor in payment of the aggregate of the Cash
                                         Settlement and the Outstanding Legal Fees will reduce the Company’s obligation
                                         to pay the corresponding amounts to the Investor;



 


		4.4.3	any
                                         amount the Investor receives from the Company or the Guarantor in payment of the aggregate
                                         of the Cash Settlement and the Outstanding Legal Fees will reduce the Company’s
                                         payment obligations to the Investor under the Convertible Securities Agreement; and



 


		4.4.4	any
                                         amount the Investor receives from the Company in satisfaction of its payment obligations
                                         to the Investor under the Convertible Securities Agreement will reduce the Company’s
                                         and the Guarantor’s obligations to pay the Investor the aggregate of the Cash Settlement
                                         and the Outstanding Legal Fees.



 


		5	TERMINATION,
                                         RELEASE AND DISCHARGE - LOAN AGREEMENTS



 


Termination of Convertible Securities
Agreement


 


		5.1	With
                                         effect on and from the Effective Date, the Company and Investor irrevocably and unconditionally
                                         agree that:



 


		5.1.1	the
                                         Convertible Securities Agreement shall terminate and have no further force or effect
                                         without the need for any further action on the part of any of the Company and the Investor;
                                         and



 


		5.1.2	all
                                         of the Convertible Securities issued by the Company to the Investor are cancelled.




 






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		Deed of Termination, Settlement and Release




 


Release
and discharge of Convertible Securities Agreement


 


		5.2	With
                                         effect on and from the Effective Date, the Company and the Investor irrevocably and unconditionally:



 


		5.2.1	waives
                                         any outstanding right and/or Claim against the other Party arising out of, in connection
                                         with, related to or incidental to the Convertible Securities Agreement; and



 


		5.2.2	releases
                                         and forever discharges the other Party (including their respective directors, other officers,
                                         employees and agents) from any and all:



 


		5.2.2.1	obligations,
representations, warranties, undertakings and liabilities (whether past, present, future, actual or contingent) that such other
Party has arising out of, in connection with, related to or incidental to the Convertible Securities Agreement; and



 


		5.2.2.2	Claims
                                         against any such other Party arising out of, in connection with, related to or incidental
                                         to the Convertible Securities Agreement,



 


in
each case whether arising prior to or after the Effective Date.


 


Release
from Security


 


		5.3	With
effect on and from the Effective Date, the Investor irrevocably and unconditionally:



 


		5.3.1	releases
                                         all Secured Property constituted by the General Security Agreement;



 


		5.3.2	releases
                                         and discharges the Company from all of its obligations under the General Security Agreement;



 


		5.3.3	re-assigns
                                         to the Company all rights and interests in connection with the Secured Property assigned
                                         to the Investor pursuant to the General Security Agreement;



 


		5.3.4	agrees
                                         to promptly return to the Company the items delivered to the Investor pursuant to the
                                         General Security Agreement (or, in the case of share certificates, their equivalent in
                                         respect of type, value, description and amount); and



 


		5.3.5	agrees
                                         to lodge any necessary documents to discharge all registrations made on the Secured Property
                                         in relation to the Security Interest being released under this clause 5.3 within ten
                                         Business Days from the Effective Date.



 


Covenant
not to sue


 


		5.4	With
                                         effect on and from the Effective Date, the Company and the Investor covenant in favour
                                         of each other Party not to bring or pursue, or procure a third party to bring or pursue,
                                         or provide financial support for or otherwise support for any Claim against any other
                                         Party in relation to the Loan Agreements.



		1.1	





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		Deed of Termination, Settlement and Release




 


Bar
to proceedings


 


		5.5	This
                                         Deed may be pleaded as a complete defence and bar to any Claim which is the subject of
                                         a release in this clause 5, except in relation to the enforcement of this Deed.



 


		6	CONFIDENTIALITY



 


		6.1	The
                                         Company and the Investor undertake not to disclose the existence of and the terms of
                                         this Deed, unless such disclosure is:



 


		6.1.1	to
                                         any professional advisors, auditors, or bankers on receipt of an undertaking from that
                                         person to keep the terms confidential;



 


		6.1.2	to
                                         comply with any law requirement of any court or regulatory body (including a stock exchange);



 


		6.1.3	to
                                         any person who is the beneficiary of a release under clause 5;



 


		6.1.4	to
                                         enforce this Deed or in a proceeding arising out of or in connection with this Deed;
                                         or



 


		6.1.5	with
                                         the prior written consent of all Parties.



 


		7	REPRESENTATIONS
                                         AND WARRANTIES



 


		7.1	Each
                                         Party represents and warrants to each other Party that each of the matters set out below
                                         is true and correct with respect to that Party as at the date of this Deed:



 


		7.1.1	It
                                         has full capacity and power to enter into this Deed.



 


		7.1.2	This
                                         Deed constitutes its legal, valid and binding obligations, enforceable against it in
                                         accordance with its terms.



 


		7.1.3	Neither
                                         its execution of this Deed nor the carrying out by it of the transactions that this Deed
                                         contemplates, does or will:



 


		7.1.3.1	contravene
any law to which it or any of its property is subject or any writ, order, injunction, judgment, rule or regulation that is binding
on it or any of its property;



 


		7.1.3.2	contravene
any agreement binding on it or any of its property; or



 


		7.1.3.3	contravene
its constitution.



 


		7.1.4	It
                                         is not the subject of an insolvency event and no proceedings have been brought or threatened
                                         or procedure commenced for the purpose of winding it up or placing it under administration.



		7.1.1	





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		Deed of Termination, Settlement and Release




 


		8	NO
                                         ADMISSION OF LIABILITY



 


		8.1	Nothing
                                         in this Deed constitutes an admission by any Party of any liability in respect of the
                                         Loan Agreements.



 


		9	NOTICES



 


		9.1	Any
                                         notice to be given by one Party to the other Party in connection with this Deed is only
                                         given if it is sent in one of the following ways:



 


		9.1.1	delivered
                                         to the intended recipient by prepaid post, courier, by hand or by email to the address
                                         or email address (as relevant) specified below or the address or email address last notified
                                         by the intended recipient to the sender:



 





to the Company and Guarantor:




 


	 	Address:	P.O.
        Box 10008, Willow House, Cricket Square, Grand Cayman

        KY1-1001,
        Cayman Islands







 


Attention: Yacov Geva





 


Email: info@gmedicalinnovations.com


 


to the Investor:


 


Address: 40 Wall Street, Floor 58, New York NY 10005 Attention: Ari Morris


 


Email: research@mag.na



 


Change
of address or email address


 


		9.2	If
                                         a Party gives the other Party three Business Days' notice of a change of its address
                                         or email address, any notice or communication is only given by that other Party if it
                                         is delivered or posted to that latest address or email address.



 


Time
notice is given


 


		9.3	Any
notice or communication is to be treated as given at the following time:



 


		9.3.1	if
                                         it is delivered, when it is left at the relevant address;



 


		9.3.2	if
                                         it is sent by email, on the earlier of the sender receiving an automated message confirming
                                         delivery or, provided no automated message is received stating that the email has not
                                         been delivered, three hours after the time the email was sent by the sender, such time
                                         to be determined by reference to the device from which the email was sent.



		9.3.1	





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		Deed of Termination, Settlement and Release




 


		9.4	However,
                                         if any notice or communication is given on a day that is not a Business Day, or after
                                         5.00 pm, in the place of the Party to whom it is sent, it will be treated as having been
                                         given at the beginning of the next Business Day in that place.



 


		10	COSTS



 


		10.1	Unless
                                         otherwise expressly provided in this Deed, each party will pay their own costs, expenses
                                         and disbursements in connection with the negotiation, preparation, execution, completion
                                         and performance of this Deed.



 


		11	GENERAL



 


Entire agreement


 


		11.1	This
                                         Deed contains everything the Parties have agreed in relation to the subject matter it
                                         deals with. Except to the extent expressly provided for in this Deed, neither Party can
                                         rely on an earlier written document or anything said or done by or on behalf of the other
                                         Party before this Deed was executed. For the avoidance of doubt, this Deed overrides
                                         the Loan Agreements, including to the extent of any inconsistency or conflict between
                                         them.



 


		11.2	If
                                         anything in this Deed is unenforceable, illegal or void, then it is severed to the extent
                                         of such invalidity and the rest of this Deed remains in force.



 


Counterparts


 


		11.3	This
                                         Deed may be executed in any number of counterparts and shall be effective when each Party
                                         has executed and delivered a counterpart. Each counterpart is an original but the counterparts
                                         together are one and the same instrument. Executed counterparts can be exchanged by email
                                         without affecting the validity of any counterparts exchanged.



 


Variation


 


		11.4	No
                                         variation of this Deed will be of any force or effect unless it is in writing and signed
                                         by each party to this Deed.



 


Further
acts


 


		11.5	Each
                                         party must promptly execute all documents and do or use reasonable endeavours to cause
                                         a third party to do all things that another party from time to time may reasonably request
                                         in order to give effect to, perfect or complete this Deed and all transactions incidental
                                         to it.



 


Waiver


 


		11.6	A
                                         right may only be waived in writing, signed by the Party giving the waiver; and




 


		11.6.1	no
                                         other conduct of a Party (including failure to exercise, or delay in exercising the right)
                                         operates as a waiver of the right or otherwise prevents the exercise of the right;



 


		11.6.2	a
                                         waiver of a right on one or more occasions does not operate as a waiver of that right
                                         if it arises again; and



 


		11.6.3	the
                                         exercise of a right does not prevent any further exercise of that right or of any other
                                         right.



 


Governing
law and jurisdiction


 


		11.7	This
                                         Deed is governed by the law in force in Western Australia.



 


		11.8	The
                                         parties submit to the exclusive jurisdiction of the courts of Western Australia or any
                                         competent Federal court exercising jurisdiction in Western Australia.







 






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		Deed of Termination, Settlement and Release



 


EXECUTION


 


Executed
as a deed.


 


Executed
by G Medical Innovations Holdings Limited (ARBN 617 204 743) acting by the following persons or, if the seal is affixed,
witnessed by the following persons in accordance with s 127 of the Corporations Act 2001:


 


	 	 	 
	Signature of director	 	Signature of director/company secretary
	 	 	 
	Name of director (print)	 	Name of director/company secretary (print)



 


Signed sealed and delivered
for and on behalf of MEF I, L.P. by its authorised representative in the presence of::


 





	Ari Morris	 	Alexander Hauff
	Signature of authorised representative	 	Signature of witness
	 	 	 
	Ari Morris	 	Alexander Hauff
	Name of authorised representative (print)	 	Name of witness (print)


 




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		Deed of Termination, Settlement and Release




 


Signed,
sealed and delivered by Mr Yacov Geva in the presence of:


 





		 	 
	Signature of witness	 	Signature of Yacov Geva
	 	 	 
	Name of witness (print)	 	 


 







    15


    


    





 


		Deed of Termination, Settlement and Release



 


EXECUTION


 


Executed
as a deed.


 


Executed
by G Medical Innovations Holdings. Limited (ARBN 617 204 743) acting by the following persons or, if the seal is affixed,
witnessed by the following persons in accordance withs 127 of the Corporations Act


 


	Yacov
    Geva	 	Brendan
    de Kauwe
	 Signature of director	 	Signature of director/company secretary
	 	 	 
	Yacov
    Geva	 	Brendan
    de Kauwe 
	Name of director (Print)	 	Name of director/company secretary (print)


 





Signed
sealed and delivered for and on behalf of MEF I, L.P. by its authorised representative in the presence of::


 





		 	
	Signature of authorised representative	 	Signature of witness
	 	 	 
	Name of authorised representative (print)	 	Name of witness (print)


 







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		Deed of Termination, Settlement and Release





 


Signed,
sealed and delivered by Mr Yacov Geva in the presence of


 





	 	 	 
	Signature of Witness 	 	Signature of Yacov Geva
	 	 	 
	Kobi Bem Efraim	 	 
	Name of witness (Print)	 	 


 


 


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