Exhibit 10.2.2


 


 


 


  


 


 


 


 


 


 


 


 


 


 






  


G MEDICAL INNOVATIONS HOLDINGS LTD.


 


U.S. SUB-PLAN


 


TO THE 2016
GLOBAL EQUITY INCENTIVE PLAN


 


ADOPTED BY ITS BOARD OF DIRECTORS


 


ON


 


TERMINATION DATE:_________, 2026


  





 



 


 


 


 


 


 


 


 


 





     


     


    

 


G MEDICAL INNOVATIONS HOLDINGS LTD.


 

U.S. SUB-PLAN


 


TO THE 2016 GLOBAL EQUITY INCENTIVE PLAN


 


This Sub-Plan
(the “US Sub-Plan”) is part of the G Medical Innovations Holdings Ltd. 2016
Global Equity Incentive Plan (the “Plan”) adopted by G Medical Innovations Holdings Ltd. (the “Company”),
and is effective as of_________, 2016 (the “Effective Date”).


 


(a) The US Sub-Plan
governs grants of Awards by the Company under the Plan to Participants who are United States citizens or who are residents of the
United States of America for United States federal income tax purposes.


 


(b)purpose of this
US Sub-Plan is to establish certain rules and limitations applicable to Awards that may be granted to US Participants, as such
term is defined herein, from time to time, in compliance with Applicable Law (including securities laws).


 


(c) The Plan is hereby
incorporated by reference and shall be deemed as integral part of this US Sub-Plan. Except as otherwise provided by this US Sub-Plan,
all the terms and conditions of the Plan shall apply to the grant of Awards and to Shares issued upon an exercise of Options. The
provisions of this US Sub-Plan shall supersede and govern in the case of any inconsistency between the provisions of this US Sub-Plan
and the provisions of the Plan, provided, however, that this US Sub-Plan shall not be construed to grant any
rights not consistent with the terms of the Plan, unless specifically provided herein.


 


(d)Titles and headings
of the sections in this US Sub-Plan are for convenience of reference only, and in the event of any conflict, the text of this US
Sub-Plan, rather than such titles or headings, shall prevail.


 


1. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional
definitions will apply to Awards made pursuant to this US Sub-Plan:


 


“Affiliate”
means (i) any entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or
(ii) to the extent provided by the Board, any person or entity in which the Company has a significant interest as determined by
the Board in its discretion. The term “control” (including, with correlative meaning, the terms “controlled by”
and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership
of voting or other securities, by contract or otherwise.


 


“Applicable
Law” means the laws, statutes or regulation of any govermental authority of the Cayman Islands and the United States,
as are in effect from time to time.


 


“Award”
means an Incentive Share Option and/or a Nonqualified Share Option and/or Restricted Shares and/or
any other right in the Company which may be granted to Participant under the Plan.


 


“Award Agreement”
means a written agreement between the Company and the US Participant evidencing the terms and conditions of an Award grant. Each
Award Agreement shall be subject to the terms and conditions of the Plan and the US Sub-Plan.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Any reference to a section
of the Code shall be deemed to include any regulations promulgated thereunder.


 




    2 


     


    

 


“Consultant”
means any person, including an advisor engaged by the Company or an Affiliate to render consulting or advisory services and who
is compensated for such services.


 


“Continuous
Service” means that the US Participant’s service with the Company or an Affiliate, whether as an Employee, Director,
or Consultant, is not interrupted or terminated. A change in the capacity in which the US Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the US Participant renders such service
shall not terminate a US Participant’s Continuous Service; provided that there is no interruption or termination
of the US Participant’s service with the Company or an Affiliate; and provided, further, that if the
corporation for which a US Participant is rendering service ceases to qualify as an Affiliate, as shall be determined by the Board
in its sole discretion, such US Participant’s Continuous Service shall be considered to have terminated on the date upon
which such corporation ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company to a
Consultant of an Affiliate or to a Director shall not constitute an interruption of Continuous Service. Notwithstanding the above,
if any Award is subject to Section 409A of the Code, the foregoing sentences shall only be given effect to the extent consistent
with Section 409A of the Code. To the extent permitted by law, the Board or the chief executive officer of the Company, each in
its\his sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence
approved by such party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave
of absence shall be treated as Continuous Service for purposes of calculating the vesting of an Award granted only to such extent
as may be provided in the Company’s leave of absence policy or in the written terms of the US Participant’s leave of
absence agreement or policy applicable to the US Participant, or as otherwise required by law.


 


“Director” means a member
of the Board.


 


“Disability”
means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.


 


“Employee”
means any person, including a Director employed by the Company or an Affiliate; provided, that, for
purposes of determining eligibility to receive Incentive Share Options, an Employee shall mean an employee of the Company or a
parent or subsidiary corporation within the meaning of Code Section 424. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


“Exercise
Price” means the price per share at which a US Participant holding an Option may purchase Shares issuable with respect
to such Award, which price shall be no less than the Fair Market Value of a Share on the Grant Date.


 


“Fair
Market Value” means, as of any date, the value of the Shares determined as follows: (i) if the Company’s
shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, Nasdaq Global Market or the Nasdaq Capital Market of the Nasdaq Stock Market, the Fair Market Value
shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable; or (ii) if the Company's shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices
for the Company's shares on the last market trading day prior to the day of determination; or (iii) in the absence of an
established market for the Company's shares, the Fair Market Value shall be determined in good faith by the Board (including
in accordance with an independent third party valuation of the Company which may be obtained by the Board). Without
derogating from the above, the Fair Market Value shall be in compliance with Section 409A of the Code, provided that (a)
with respect to Options that are Incentive Share Options, the Board shall make such determination in accordance with the
provisions of Section 422 of the Code and subject to all applicable U.S. Treasury Regulations
and any other applicable guidance promulgated pursuant thereto; (b) with respect to Options that are not Incentive Share
Options, the determination of Fair Market Value shall be in accordance with and applicable to U.S. Treasury Regulations and
any other applicable guidance promulgated pursuant thereto.


 






    3 


     


    

 


“Grant Date”
means the date an Award grant becomes effective pursuant to the Company's corporate governance provisions, the language of the
Plan and the US Sub-Plan and other Applicable Laws that specify the actions required in order to affect the grant of an Award under
the Plan and the US Sub-Plan.


 


“Incentive
Share Option” means an Option granted to a US Participant that is intended to qualify as an incentive stock option within
the meaning of Section 422(b) of the Code.


 


“Listing
Date” means the first date upon which the Company’s Share is (i) listed (or approved for listing) upon notice of
issuance on any securities exchange,(ii) designated (or approved for designation) upon notice of issuance as a national market
security on an interdealer quotation system if such securities exchange or interdealer quotation system has been certified or (iii)
quoted on any recognized securities quotation system (such as the OTC Bulletin Board/OTCQB Market).


 


“Nonqualified
Share Option” means an Option granted to a US Participant that is not qualified as an Incentive Share Option.


 


“Option”
means an Incentive Share Option or a Nonqualified Share Option to purchase Shares granted pursuant to the Plan and this US Sub-Plan.


 


“US
Participants” means individuals and/or entities that are United States citizens
or that are residents of the United States for United States federal income tax purposes, and that render services to the Company
or an Affiliate and that have contributed or may be expected to contribute materially to the success of the Company or an Affiliate,
to whom an Award shall be granted under the Plan and the US Sub-Plan by the Board.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Ten Percent
Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares constituting
more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any Affiliate.


 


“Underlying
Shares” means Shares issued or to be issued upon exercise of an Option in accordance with the Plan and the US Sub-Plan.


 


2. Grant of Awards


 


(a)  
Every Award granted to a US Participant shall be evidenced by an Award Agreement in such form as the Board shall approve
from time to time, specifying the date in which the Awards have been granted, number of Shares that may be purchased pursuant to
the Awards, the time or times at which the Option shall become exercisable in whole or in part, the resrictions on exercise (if
any), the Exercise Price of such Option, the restrictions imposed on Restricted Shares, the term of the Awards and such other terms
and conditions as the Board shall approve.


 


(b)  
Options granted pursuant to the Plan and the US Sub-Plan shall be treated as either Nonqualified Share Options or Incentive
Share Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for
Underlying Shares issued upon the exercise of each type of Option.


 


(c)   Incentive
Share Options may only be granted to Employees of the Company or of an Affiliate. To the extent
that any Option is not qualified as an Incetive Share Option under the provisions of the Plan, this US Sub-Plan and the Code,
it shall be treated as a Nonqualified Share Option.


 






    4 


     


    

 


(d)
An Award may be granted at any time after the Plan and the US Sub-Plan have been approved by the necessary corpororate bodies
of the Company, and all others approvals, consents or requirements necessary by the Applicable Law have been received or met. With
respect to grant of Incentive Share Options, no Option shall be treated as an Incentive Share Option unless this US Sub-Plan has
been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section
422(b)(1) of the Code. Failure to obtain approval by the shareholders of the Company shall not in
any way derogate from the valid and binding effect of any grant of an Option, which is not an Incentive Share Option. Upon approval
of the US Sub-Plan by the shareholders of the Company as set forth above, all Incentive Share Options granted under the US Sub-Plan
on or after the date of its adoption by the Board (the "Effective Date") shall be fully effective as if the shareholders
of the Company had approved the US Sub-Plan on the Effective Date.


 


3. Maximum
Number of Incetive Share Options. Subject to the provisions of Section 3 of the Plan relating to the number of
Shares reserved under the Plan, and Section 15 of the Plan relating to capitalization adjustments, the maximum number of
Shares that may be awarded in the form of Incentive Share Options under the Plan and the US Sub-Plan is____. To
the extent that an outstanding Incentive Share Option expires, terminates, is cancelled or forfeited, the Shares subject
to such Incentive Share Option shall again be available for re-issuance under the Plan and the US Sub-Plan.


 


4.  Limit on Grant of Incentive Share Options. To the extent that the aggregate Fair Market Value (as determined
as of the Grant Date) of Shares with respect to which Incentive Share Options are exercisable for the first time during any calender
year (under the Plan and the US Sub-Plan and all other similar types of plans of the Company and/or any Affiliate in which the
US Participant participates) exceeds US$ 100,000, such portion in excess of US$100,000 shall be treated as a Nonqualified Share
Option. In the event that the US Participant holds two or more such Options that become exercisable for the first time in the same
calender year, such limitation shall be applied on the basis of the order in which such Options are granted.


 


5. 
Exercise Price of an Incentive Share Option. The exercise price of each Incentive Share Option shall be not less
than one hundred percent (100%) of the Fair Market Value of the Share subject to the Option on the date the Option is granted or
such other amount as may be required pursuant to the Code. Notwithstanding the foregoing, an Incentive Share Option may be granted
with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. Notwithstanding the above,
in the event that the Incentive Share Option is granted to a Ten Percent Shareholder, then the Exercise Price for each Share subject
to the Incentive Share Option shall be no less than 110% of the Fair Market Value of the Share on the Grant Date.


 


6. 
Exercise Price of a Nonqualified Share Option. The exercise price of each Nonqualified Share Option granted
prior to the Listing Date shall be not less than one hundred percent (100%) of the Fair Market Value of the Share subject to the
Option on the date the Option is granted or such other amount as may be required pursuant to the Code. The exercise price of each
Nonqualified Share Option granted on or after the Listing Date shall be not less than one hundred percent (100%) of the Fair Market
Value of the Share subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonqualified Share
Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant
to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. Notwithstanding
the above, in the event that the Nonqualified Share Option is granted to a Ten Percent Shareholder prior to the Listing Date, then
the Exercise Price for each Share subject to the Nonqualified Share Option shall be no less than 110% of the Fair Market Value
of the Share on the Grant Date.








 






    5 


     


    

 


7. Term
of the US Sub-Plan. The Board may amend, suspend or terminate the US Sub-Plan at any time, provided that no amendment,
suspension or termination will be made without the approval of the Company’s shareholders and in a manner consistent with
the requirements of Section 422 of the Code, if applicable. Unless terminated earlier, the US Sub-Plan shall terminate on the
day before the Tenth (10th) anniversary of the earlier of the date the Plan was amended to include the US Sub-Plan,
or the date this US Sub-Plan was approved by the Company’s shareholders.


 


8.  Term of Options  . The Options must be exercised by a US Participant within ten (10) years from the Grant Date.


 


9.
Term of Incentive Share Option to a Ten Percent Shareholder. A Ten Percent Shareholder shall not be granted
an Incentive Share Option unless the Option is not exercisable after the expiration of five (5) years from the Grant Date.


 


10. 
Consultants. (i) Prior to the Listing Date, a Consultant shall not be eligible for the grant of an Award if,
at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule
701 of the Securities Act (“Rule 701”) because of the nature of the services that the Service Provider is providing
to the Company and/or its Affiliate, or because the Service Provider is not a natural person, or as otherwise provided by Rule
701, unless the Company determines that such grant need not to comply with the requirements of Rule 701 and will satisfy another
exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions. (ii) From and
after the Listing Date, a Consultant shall not be eligible for the grant of an Award if, at the time of grant, a Form S-8 Registration
Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of
the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the
Company and/or its Affiliate, or because the Consultant is not a natural person, or as otherwise provided by the rules governing
the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the
Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order
to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.


 


11. 
Exercise of Incentive Share Option following Termination of Continuous Service. In the event that in accordance
with Section 8 of the Plan, an Incentive Share Option is exercised more than three (3) months after an Employee's termination of
Continuous Service, or is exercised more than one (1) year after termination of Continuous Service in the event of death or Disability,
the Incentive Share Option shall be treated as a Nonqualified Share Option and may continue to be exercised during the remaining
term (if any) of the Option.


 


12. 
Transferability. Each Award granted under the US Sub-Plan will not be transferable or assignable by the
US Participant, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent
and distribution or as determined by the Board pursuant to the terms of any Award Agreement in accordance with Applicable Law.
The Plan, US Sub-Plan and Award Agreement shall inure to be binding upon the US Participant's respective heirs, executors, administrators,
successors and assigns.


 


13. 
Voting Rights. Until the consummation of an IPO, Shares, Restricted Shares and Underlying Shares issued
to a US Participant shall be voted by an irrevocable proxy assigned to the person or persons designated by the Board.


 






    6 


     


    

 


14.  Tax
Consequences. Any tax consequences arising from the grant or vesting of any Award, from the exercise of any
Option, from the issuance of the Underlying Shares by the Company, from the sale of the Restricted Share and/or
Underlying Shares by the US Participant or from any other event or act (of the Company and/or its Affiliates and/or the US
Participant), hereunder, shall be borne solely by the US Participant. The Company and/or its Affiliates or any other person
on their behalf, shall be entitled to withhold taxes according to the requirements under the
Code or any Applicable Law including withholding taxes at source. Furthermore, the US Participant shall agree to indemnify
the Company and/or its Affiliates or any other person on their behalf and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any payment made to the US Participant. The Company or any of
its Affiliates or any other person on their behalf may make such provisions and take such steps as it may deem necessary or
appropriate for the withholding of all taxes required by the Applicable Law to be withheld with respect to Awards granted
under the Plan and the US Sub-Plan and the exercise or vesting or sale thereof, including, but not limited, to (i) deducting
the amount so required to be withheld from any other amount then or thereafter payable to a US Participant, and/or (ii)
requiring a US Participant to pay to the Company or any of its Affiliates or any other person on their behalf the amount so
required to be withheld as a condition of the issuance, delivery, distribution or release of any Underlying Shares, and/or
(iii) by causing the exercise of Options and/or the sale of Underlying Shares held by or on behalf of a US Participant to
cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the US
Participant will be required to pay any amount that exceeds the tax to be withheld and remitted to the tax authorities,
pursuant to the Applicable Law. The Company shall not be required to release any Share certificate to the US Participant
until all required payments have been fully made.


 


15. 
Award not Constituting an Employment or Service Contract. Nothing in the Plan, the US Sub-Plan, the Award
Agreement or any Award granted under the Plan and the US Sub-Plan will be deemed to constitute an employment contract or confer
or be deemed to confer any right for the US Participant to continue in the employ of, or to continue any other engagement with
the Company or any Affiliates, or limit in any way the right of the Company or any Affiliate to terminate employment or other engagement
with the Company or its Affiliates, as the case may be.


 


16. Rights
and Privileges as a Shareholder. Except as otherwise specifically provided in the Plan and the US Sub-Plan,
no US Participant shall be entitled to the rights and privileges of share ownership in respect of Underlying Shares and/or Restricted
Shares that are subject to the grant of Awards hereunder until such shares have been issued to that US Participant.


 


17.      
Data Privacy Consent. In order to administer the Plan, the US Sub-Plan, the Award Agreement and the award
of Awards, the Company may process personal data regarding the US Participant. Such data may include, but is not limited to, the
information provided in the Award Agreement and any changes thereto, other appropriate personal and financial data regarding the
US Participant, including without limitation, the US Participant’s home address and telephone number, date of birth, social
security or other identification number, salary and other payroll information, nationality, job title, directorships and/or Shares
held by such US Participant in the Company and any other information that might be deemed appropriate by the Company to facilitate
the administration of the Plan, the US Sub-Plan, the Award Agreement and the award of Awards. By accepting the grant of any Award,
the US Participant thereby gives explicit consent to the Company (i) to process any such personal data, and (ii) to transfer any
such personal data outside the country in which the US Participant works, or is employed, to transferees who will include the Company
and its Affiliates, and to other persons who are designated by the Company to administer the US Participant's participation in
the Plan and the US Sub-Plan.


 


18. Governing
Law. The Plan, the US Sub-Plan and the Award Agreement shall be governed by and construed in accordance with
the internal laws of United States of America without reference to the principles or conflicts of laws thereof.


 






    7 


     


    

 


19. Compliance with Applicable Law. The obligation of the Company to deliver Underlying Shares upon exercise
of any Option shall be subject to Applicable Law and to such approvals by governmental agencies as may be required. The Board shall
have the authority to suspend the application of any provisions of the Plan and/or the US Sub-Plan which could, in its sole discretion,
result in adverse tax consequences to any US Participant under Section 409A of the Code.


  


THE US PARTICIPANT IS ADVISED
TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING AWARDS HEREUNDER. THE COMPANY DOES
NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE US PARTICIPANT ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE
US PARTICIPANT ☐


 


20. Securities Law. Without derogation from any provisions of the Plan and the US Sub-Plan, all grants pursuant
to this US Sub-Plan shall be subject to, and in compliance with, the Securities Act, and any Applicable Law with respect to securities
laws of the Cayman Islands and the rules and regulations promulgated thereunder.


 


21. Effective Date. The US Sub-Plan shall become effective as of the Effective Date, but no Option shall be
exercised unless and until the US Sub-Plan has been approved by the shareholders of the Company, which approval shall be obtained
within twelve (12) months before or after the Effective Date.


 


22. Invalid Provisions. In the event that any provision of this US Sub-Plan is found to be invalid or otherwise
unenforceable under any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other provisions
contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent
as though the invalid or unenforceable provision was not contained herein.


  


* * * * *
*




 






    8