Exhibit 10.5


 


26 March 2019


 


To:


 


The Directors


G Medical Innovations Holdings Limited


ARBN 617 204 743


PO Box 10008, Willow House, Cricket Square


Grand Cayman, KY1-1001, Cayman Islands


(Company)


 


From:


 


MEF I, L.P.


c/- Magna 40 Wall Street


New York NY 10005


United States of America


(Investor)


 


Dear Sirs


 


Convertible Securities Agreement between the Company and
the Investor executed on or around 29 October 2018 (“Convertible Securities Agreement”)


 


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


 


		1	Variation of Convertible Securities Agreement



 


The Company and the Investor agree
that:


 


		(a)	The Face Value of all outstanding Convertible Securities will be increased by 3% to US$1.133.



 






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		(b)	The Company’s obligation to redeem Convertible Securities with an aggregate Face Value of the Amortisation Face Value
Amount on 25 February 2019 and 25 March 2019 (Delayed Amortisation) is varied so that:



 


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



 


		(ii)	prior to [25 April 2019], the Investor may, at the Investor’s option:



 


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



 


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



 


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



 


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



 


		2	Acknowledgements



 


The
Company and the Investor agree that on the date of this Amendment, the Company shall issue the investor a total of 73,470 shares.


 


		3	Acknowledgements



 


The Company and the Investor agree
and acknowledge that:


 


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



 


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



 


		3	General



 


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



 


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



 






    2


     


    

 


Yours faithfully


 


Investor


 


	Signed, sealed and delivered as a deed by MEF I, L.P. by its authorised representative in the presence of:	 	 
	 	 	 
	/s/ Ari Morris	 	 
	Ari Morris	 	Signature of witness
	Portfolio Manager	 	Name of Witness (print)
	 	 	Occupation
	 	 	Address


 


Acknowledged and agreed by the Company


 


	Executed in accordance with section 127 of the Corporations Act 2001 by G Medical Innovations Holdings Limited ARBN 617 204 743	 	 
	 	 	 
	 	 	/s/ Yacov Geva
	 	 	Signature of director
	 	 	Print name: Yacov Geva


 




 


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