Exhibit 10.21


 


 


 


SECOND
DEED OF VARIATION


 


MEF
I, L.P.





G
Medical Innovations Holdings Limited


 


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


W
www.dlapiper.com


 






     


    


    

 


 


 


CONTENTS


 


	DETAILS 	1
	 	 	 
	BACKGROUND	1
	 	 	 
	AGREED TERMS 	1
	 	 	 
	1	DEFINITIONS AND INTERPRETATION	1
	 	 	 
	2	OPERATION	2
	 	 	 
	3	AMENDMENT	2
	 	 	 
	4	AFFIRMATION 	4
	 	 	 
	5	SUBJECT TO THIS DEED TERMS TO REMAIN IN FULL FORCE AND EFFECT	4
	 	 	 
	6	MISCELLANEOUS	4





 




     


    


    


 


DETAILS


 


	Date	 	2020
	 	 	 
	Parties	
        Company

        
	
        

	 	Name	G Medical Innovations Holdings Limited
	 	
        ARBN

        
	
        617 204 743

        

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

        

	 	 	 
	 	
        Investor

        
	 
	 	Name	MEF I, L.P.
	 	Address	
        40 Wall Street

        

	 	 	
        Floor 58, New York, NY 10005

        

	 	 	 
	 	
        Guarantor

        
	 
	 	Name	
        Mr Yacov Geva

        

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


 


BACKGROUND


 


		A	The
parties are party to the Deed of Termination, Settlement and Release.



 


		B	The
parties have agreed to vary the terms of the Deed of Termination, Settlement and Release according to the terms set out in this
Deed.



 


AGREED
TERMS


 


		1	DEFINITIONS
AND INTERPRETATION



 


		1.1	Definitions



 


The
following words and expressions shall have the following meanings where used in this Deed, unless the context otherwise requires:


 


Commencement
Date means the date on which the last of the parties enters into this Deed;


 


Deed
means this second deed of variation;


 


Deed
of Termination, Settlement and Release means the deed of termination, settlement and release between the parties executed
on or around 11 February 2020, as varied by the Deed of Variation; and


 


Deed
of Variation means the deed of variation executed by the parties on or around 7 April 2020 to vary the Deed of Termination,
Settlement and Release.


 


		1.2	Interpretation



 


In
the interpretation of this Deed, the following provisions apply unless the context otherwise requires:


 


		1.2.1	headings
                                         are inserted for convenience only and do not affect the interpretation of this Deed;



 


		1.2.2	an
                                         expression importing a natural person includes any company, trust, partnership, joint
                                         venture, association, body corporate or governmental agency;



 






    1


     


    





 


		1.2.3	where
a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase
has a corresponding meaning;



 


		1.2.4	a
                                         word which indicates the singular also indicates the plural, a word which indicates the
                                         plural also indicates the singular, and a reference to a gender also indicates the other
                                         genders;



 


		1.2.5	references
                                         to the word ‘include’ or ‘including’ are to be construed without limitation;



 


		1.2.6	a
                                         reference to a party, clause or appendix is a reference to a party, clause or appendix
                                         of or to this deed;



 


		1.2.7	a
                                         reference to a party to any document or agreement includes that party’s executors, administrators,
                                         successors and permitted assigns, including any person taking by way of novation;



 


		1.2.8	a
                                         reference to any document or agreement is to that document or agreement as amended, novated,
                                         supplemented or replaced from time to time; and



 


		1.2.9	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 this deed or the inclusion of the provision
                                         in this deed.



 


		2	OPERATION



 


The
parties agree that the variations to the Deed of Termination, Settlement and Release in clause 3 have effect from the Commencement
Date.


 


		3	AMENDMENT



 


		3.1	Amendment
                                         of Agreement



 


On
and from the Commencement Date, the Deed of Termination, Settlement and Release is varied as follows:


 


		3.1.1	the
                                         definition of ‘Final Payment Date’ in clause 1.1 is deleted and replaced with the following:



 


“Final
Payment Date means 1 May 2020, save that if the Company makes an announcement on its ASX platform on or before 1 May
2020 that the Company has received firm commitments in respect to an equity capital raising by the Company to raise approximately
A$5 million, then 8 May 2020 (or such later date as agreed between the Parties in writing).”


 


		3.1.2	the
                                         definition of ‘End Date’ in clause 1.1 is deleted and replaced with the following:



 


“End Date means 4 May
2020, save that if the Company makes an announcement on its ASX platform on or before 1 May 2020 that the Company has received
firm commitments in respect to an equity capital raising by the Company to raise approximately A$5 million, then 11 May 2020 (or
such later date as agreed between the Parties in writing).”


 


		3.1.3	insert
                                         a definition of ‘Capital Raise Settlement Date’ into clause 1.1 as follows:



 


“Capital
Raise Settlement Date means the date on which Shares are issued pursuant to an equity capital raising to be undertaken
by the Company to raise approximately A$5 million.”


 






    2


     


    

 


		3.1.4	insert
                                         a definition of ‘Third Shares’ into clause 1.1 as follows:



 


“Third
Shares means such number of Shares determined by dividing A$500,000 by the lowest average issue price at which Shares
are issued to any investor under the capital raise contemplated by the definition of Capital Raise Settlement Date, and rounding
upwards to the nearest whole number.”


 


		3.1.5	clause
2.1 is deleted and replaced with the following:



 


		“2.1	The Company will:



 


		2.1.1	pay
to the Investor the amount of US$3,180,501.43 (inclusive of any GST) less:



 


		2.1.1.1	any
amounts remitted to the Investor pursuant to clause 4.3 after 30 April 2020; and



 


		2.1.1.2	the
                                         US$ amount equivalent to A$500,000 divided by the Exchange Rate, if the Company issues
                                         the Third Shares in accordance with clause 2B,



 


(Cash
Settlement) in accordance with clause 2.2;


 


		2.1.2	pay
                                         to the Investor A$40,000 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) the Third Shares in accordance with clause 2B,



 


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. The parties acknowledge and agree that the Shares pursuant to clause 2.4 (Investor Shares)
and the Second Shares have been issued to the Investor in accordance with the Deed of Termination, Settlement and Release.”


 


		3.1.6	a
                                         new clause 2B is added to the Deed of Termination, Settlement and Release after the existing
                                         clause 2A, to read:



 


“2B. SETTLEMENT


 


		2B.1	The
                                         Company must issue to the Investor (and/or its nominee) the Third Shares in accor dance
                                         with clause 2B.2.



 


		2B.2	The
                                         Third Shares must be issued to the Investor and/or its nominee on or before the Capital
                                         Raise Settlement Date.



 


		2B.3	The
                                         Investor undertakes not to trade in Shares during the period commencing on the Commencement
                                         Date and ending on the Capital Raise Settlement Date.



 






    3


     


    

 


		2B.4	The
Company must, on the Capital Raise Settlement Date:



 


		2B.4.1	ensure
approval has been given for official quotation of the Third Shares on the Official List; and



 


		2B.4.2	lodge
with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(1))
of the Corporations Act to ensure that an offer for sale of the Third Shares does not require disclosure to investors.



 


		4	AFFIRMATION



 


		4.1	The
parties ratify and confirm the Deed of Termination, Settlement and Release as varied by this Deed and confirm that the Deed of
Termination, Settlement and Release is in full force and effect.



 


		5	SUBJECT
                                         TO THIS DEED TERMS TO REMAIN IN FULL FORCE AND EFFECT 



 


Confirmation of Deed of Termination,
                                         Settlement and Release


 


		5.1	Subject
                                         to the variations made by this Deed the terms and conditions of the Deed of Termination,
                                         Settlement and Release remain in full force and effect.



 


Inconsistency


 


		5.2	If
there is any inconsistency between the provisions of this Deed and the provisions of the Deed of Termination, Settlement and Release,
then the provisions of this Deed prevail.



 


		6	MISCELLANEOUS
                                         



 


Governing law and jurisdiction


 


		6.1	This
                                         Deed shall be governed by and construed in accordance with the laws of Western Australia.
                                         The parties irrevocably submit to the jurisdiction of the courts of Western Australia.



 


Costs


 


		6.2	The
                                         parties shall each pay their own legal costs in respect to the preparation and execution
                                         of this Deed.



 


Execution
and delivery


 


		6.3	By
                                         executing this Deed, a party intends:



 


		6.3.1	to
be immediately bound by this Deed; and



 


		6.3.2	for
                                         such execution to constitute delivery of this Deed to the other party.



 


		6.4	Nothing
in clause 6.3 of this deed should be taken to exclude any statutory or common law principle applicable to the proper execution
and delivery of a deed.



 


Further
acts


 


		6.5	Each
party must promptly execute all documents and do all things that the other party from time to time reasonably requests to effect,
perfect or complete this Deed.



 



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Execution of separate documents


 


		6.6	This
Deed is properly executed if each party executes either this document or an identical document. In the latter case, this Deed
takes effect when the separately executed documents are exchanged between the parties.



 


		6.7	If
                                         this Deed is undated, the date of this Deed is the date of last execution by a party.



 


Variation


 


		6.8	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.



 


Waivers


 


		6.9	A
                                         waiver of any right, power or remedy under this Deed must be in writing signed by the
                                         party granting it. A waiver is only effective in relation to the particular obligation
                                         or breach in respect of which it is given. It is not to be taken as an implied waiver
                                         of any other obligation or breach or as an implied waiver of that obligation or breach
                                         in relation to any other occasion.



 


		6.10	The
                                         fact that a party fails to do, or delays in doing, something the party is entitled to
                                         do under this Deed does not amount to a waiver.



 





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	 



 


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


 



    5


     


    


   


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

	 
	 	 
	/s/ Ari
    Morris	 
	Signature of authorised representative	 
	 	 
	Ari Morris 	 
	Name of authorised representative (print)	 
	 	 


  


	Signed, sealed and delivered by Mr Yacov Geva
in the presence of:	 	 
	 	 	 
	/s/ Rivka
    Geva 	 	/s/ Yacov Geva
	Signature of witness	 	Signature of Yacov Geva
	 	 	 
	Rivka
Geva	 	 
	Name of witness (print)	 	 


 


 


 


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