Exhibit 10.31


 


5
September 2018


 


G
Medical Innovations Holdings Limited


Willow House Cricket Sq


Grand
Cayman, Cayman Islands


 


Attention:
Brendan de Kauwe


 


Dear
Dr de Kauwe,


 


CONTROLLED
PLACEMENT DEED – CONFIRMATION OF ISSUE OF COLLATERAL SHARES


 


We
refer to the Controlled Placement Agreement entered into by G Medical Innovations Holdings Limited (G Medical) and Acuity
Capital Investment Management Pty Ltd (Trustee) as trustee for the Acuity Capital Holdings Trust (Acuity Capital)
dated on or about 5 September 2018 with an Option Start Date of 5 September 2018 (the Controlled Placement Deed).


 


Capitalised
terms not otherwise defined in this letter agreement have the same meaning as set out in the Controlled Placement Deed.


 


In
consideration for Acuity Capital agreeing to enter into the Controlled Placement Deed, the Parties expressly acknowledge and agree
to the following further amendments of the Controlled Placement Deed as follows:


 


1.
The following words are inserted in Clause 1.1 Definitions:


 


“Collateral
Shares means the 17,000,000 (seventeen million) Shares issued to or made available by Company to the Option Holder in accordance
with clause 14 of this deed.”


 


“Equivalent
Collateral Shares means securities of an identical type, nominal value, description and amount to the Collateral Shares as
adjusted and subject to any Reorganisation.”


 


“Expiry
Date has the meaning given in clause 14.4 of this deed.”


  




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2.
The following clause 14 is inserted:


 


“14.
Collateral Shares


 


14.1
Issue and application for quotation of Collateral Shares


 


As
soon as reasonably practicable following the execution of this letter agreement, the Company must:


 


		a.	issue
                                         and deliver to the Option Holder the Collateral Shares;



 


		b.	apply
                                         to ASX for the Collateral Shares to be immediately quoted on ASX, including by signing
                                         and lodging with ASX an Appendix 3B in respect of the Collateral Shares; and



 


		c.	dispatch
                                         (or have the Company's share registry dispatch) holding statements to the Option Holder
                                         in respect of the Collateral Shares.



 


14.2
Free tradeability


 


		a.	The
                                         Company must do all things which are necessary or desirable to ensure that each Collateral
                                         Share issued to the Option Holder will, as soon as practicable after the issue of that
                                         Collateral Share, be freely tradeable for the purposes outlined in clause 14.3(b) of
                                         this deed including by providing to ASX on the day of issue of the Collateral Shares
                                         a notice in accordance with sections 708A(5)(e) and (6) of the Corporations Act (Cleansing
                                         Statement); and



 


		b.	If
                                         the Company does not issue, or is not able to issue a Cleansing Statement or that Cleansing
                                         Statement for any reason is not effective to ensure that an offer for sale of the Collateral
                                         Shares does not require disclosure to investors, then the Company must as soon as practicable,
                                         and in any event within 20 Business Days of the issue of that Collateral Share, lodge
                                         with Australian Securities and Investments Commission a prospectus prepared in accordance
                                         with the Corporations Act and do all such things necessary to satisfy section 708A(11)
                                         of the Corporations Act.



 


14.3
Collateral Shares act as security


 


The Collateral Shares:


 


		a.	shall
                                         constitute security for the obligations owed to the Option Holder by the Company under
                                         this deed, including any obligation arising over any Option Shares or obligation to issue
                                         Option Shares in accordance with an Option Exercise Notice;



 


		b.	may:



 


		i)	only
                                         be used by the Option Holder during a Valuation Period to hedge the obligations of the
                                         Option Holder, including to subscribe for the Option Shares; and



 


		ii)	only
be dealt with as expressly set out in this deed.



 


14.4
Dealing with Collateral Shares at Expiry Date


 




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		a.	Despite
any other provision of this deed, if the Company has issued Collateral Shares to the Option Holder in accordance with clause 14.1
of this deed, to the extent that any Collateral Shares remain in the possession of the Option Holder or its nominee at the Option
Expiry Date or date of earlier termination of the Option for any reason before the Option Expiry Date or the date that the Option
Holder suffers any event specified in clause 7.5 of this deed (Expiry Date), one of the following alternatives will occur:



 


		i)	the
                                         Company and the Option Holder shall enter into a buy back agreement for the Company to
                                         buy back and cancel the Collateral Shares or Equivalent Collateral Shares for nil consideration
                                         within 10 Business Days of the Expiry Date; or



 


		ii)	in
                                         the event the Company and the Option Holder agree to do so, the Option Holder shall pay
                                         the Company an issue price for the Collateral Shares or Equivalent Collateral Shares
                                         with such issue price and settlement date to be agreed by the Option Holder and the Company;
                                         or



 


		iii)	the
                                         Option Holder shall transfer, within 5 Business Days, the Collateral Shares or Equivalent
                                         Collateral Shares to a third party nominated by the Company without any consideration
                                         being due or payable to the Option Holder.



 


		b.	The
Company and the Option Holder must consult and agree within seven (7) Business Days of the Expiry Date which alternative course
of action under clause 14.4(a) of this deed will be taken and, failing agreement between the parties in that timeframe, the parties
will proceed with the alternative set out in clause 14.4(a)(i) of this deed.



 


		c.	For
the avoidance of doubt in relation to this clause 14.4, the expiry of the term includes termination of the Controlled Placement
Deed for any reason before the Option Expiry Date.”



 


3.
The following clause 4.5A is inserted:


 


“4.5A. Set-off of Collateral Shares


 


Where
the Company is not able or fails to issue Option Shares in accordance with an Option Exercise Notice and the Option Holder has
made a payment in accordance with clause 4.5 in relation to that Option Exercise Notice, the Option Holder may, though is not
required, to retain the Collateral Shares (or the Equivalent Collateral Shares).


 


In
these circumstances the Option Holder will retain full rights over the Collateral Shares (or the Equivalent Collateral Shares)
and will not be required to return the Collateral Shares in accordance with clause 14.4.”


 


In
all other respects the Controlled Placement Deed remains in full force and effect.


 




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This
letter agreement is executed and is governed by the laws of the New South Wales. Each party submits to the non-exclusive jurisdiction
of courts exercising jurisdiction there in connection with matters concerning this letter.


 


This
letter may be signed in counterpart. All counterparts together will be taken to constitute one and the same instrument.


 


Please
acknowledge and confirm your agreement with the above by signing and returning via email the executed copy of this letter.


 


Once
executed and returned, Acuity Capital will provide G Medical with details of its broker, trust HIN and address for the Collateral
Shares to be issued.


 


Executed
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 secretary/director


 





	Executed
                                         by Acuity
                                         Capital Investment

                                                                            Management Pty Ltd CAN 132 459 093 as

                                                                            trustee for the Acuity Capital Holdings

                                                                            Tgrust in accordance with section
127 of the

                                                                            Corporations Act 2001 (Cth):
	 


 


	/S/
    Stephen Earl	 
	Signature
        of director

         
	 
	Stephen
    Earl	 
	Full
    name of director	 


 


End


 






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