Exhibit 10.7


 


26
November 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.


(Investor)


 


Dear
Sirs


 


Convertible
Securities Agreement between the Company and the Investor executed on or around 29 October 2018 and amended by a Letter Agreement
dated on or around 26 March 2019 and 15 August 2019 (“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 from US$1.189
                                         to US$1.296, a 9% increase. The 9% increase shall consist of;



 


		(i)	3%
                                         increase due to the failure to seek shareholder approval to remove the Floor Price pursuant
                                         to the Letter Agreement dated 15 August 2019;



 


		(ii)	3%
                                         increase for failure to redeem certain Convertible Securities by the way of Amortisations
                                         due in cash; and



 


		(iii)	3%
                                         increase for MEF’s consent to allow the Company to enter into the GEM Capital Commitment
                                         Agreement.



 


		2	GEM
                                         Capital Commitment Agreement



 


In
the additional to the penalty in 1(a)(iii) of this agreement, the Company and the Investor agree that any funds received from
the GEM Capital Commitment Agreement will be distributed as follows;


 






    	 	1



     


    

 


		(a)	For
each Capital Call (as defined in the GEM Capital Commitment Agreement),



 


		(i)	30%
                                         of the gross proceeds below $500,000 will be directly and immediately remitted to MEF
                                         for repayment of the Convertible Securities in accordance with clause 3.3 of the Convertible
                                         Securities Agreement, and



 


		(ii)	60%
                                         of the gross proceeds above $500,000 will be directly and immediately remitted to MEF
                                         for repayment of the Convertible Securities in accordance with clause 3.3 of the Convertible
                                         Securities Agreement.



 


For
the avoidance of doubt, gross proceeds shall be calculated prior to any fee reductions. For example, if $100,000 is to be funded
to the Company but $15,000 is to be withheld as fees, MEF will be due $30,000.


 


		3	Floor
                                         Price



 


The
Company agrees that by 31 January 2020, the Company will seek shareholder approval to remove the definition of Floor Price in
the Convertible Securities Agreement. If the Company fails to receive shareholder approval, the Investor shall have the right
to request repayment of the Amount Outstanding in accordance with clause 3.8(a)(i) of the Convertible Securities Agreement.


 


		4	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.



 


		5	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.



 


		(c)	The
                                         Company must pay the Investor the Investor’s legal costs of A$19,205 upon the first Capital
                                         Call.



 






    	 	2



     


    

 


Yours
faithfully


 


Investor


 


Signed,
sealed and delivered as a deed by


MEF I, L.P. by its authorised representative


in the presence of:


 





	 	 	 
	Ari Morris	 	 
	 	 	 
	Portfolio Manager	 	 



 


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	 	 
	Dr Yacov Geva, President & CEO	 	Dr. Kenneth R Melani, Chairman
	 	 	 
		 	 
	Steven Woods, Secretary		 



 


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