Exhibit 4.1


 


Execution Version


 


THIS WARRANT HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


The number
of ordinary shares issuable upon exercise of this warrant may be less than the amounts set forth on the face hereof.


 


This Warrant is issued pursuant to that certain
Securities Purchase Agreement dated December 15, 2021 by and between the Company and the Holder (as defined below) (the “Purchase
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the
Purchase Agreement. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.


 


No. 1-1021


 


G medical
innovations holdings ltd.


 


ORDINARY SHARE PURCHASE WARRANT


 


G Medical Innovations Holdings Ltd., a Cayman
Islands exempted company (together with any corporation which shall succeed to or assume the obligations of G Medical Innovations Holdings
Ltd. hereunder, the “Company”), hereby certifies that, for value received, Lind Global Fund II LP, a Delaware limited
partnership (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any
time during the Exercise Period (as defined in Section 9) up to One Million One Hundred Forty Six Thousand Seven Hundred Eighty
Nine (1,146,789) fully paid and non-assessable Ordinary Shares (as defined in Section 9), at a purchase price per share equal
to the Exercise Price (as defined in Section 9). The number of Ordinary Shares for which this Ordinary Share Purchase Warrant (this
“Warrant”) is exercisable and the Exercise Price are subject to adjustment as provided herein.


 


1. DEFINITIONS. Certain terms are used
in this Warrant as specifically defined in Section 9.


 


2. EXERCISE OF WARRANT.


 


2.1. Exercise. This Warrant may be exercised
prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period,
by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the
Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate
Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to
the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received
the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice.
Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which
the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the
Company within two (2) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the
shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder,
after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon
the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder
of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of Ordinary Shares
equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the
number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.


 




     


     

    

  


2.2. Payment of Exercise Price by Wire Transfer.
If the Holder elects to purchase a specified number of shares by paying the Aggregate Exercise Price, the Holder shall pay such amount
by wire transfer of immediately available funds to the account designated by the Company in its acknowledgement of receipt of such Exercise
Notice pursuant to Section 2.1.


 


2.3. Net Exercise. If at any time after
the earlier of (a) the date that is 120 days following the Issuance Date or (b) the date a Registration Statement covering the resale
of all of the Investor Shares is initially declared effective pursuant to Section 9.1 of the Purchase Agreement, a Registration Statement
covering the Ordinary Shares that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not
available for the resale of such Unavailable Warrant Shares to the public or upon exercise of this Warrant in connection with a Fundamental
Transaction, the Holder may elect to exercise this Warrant by receiving Ordinary Shares equal to the number of shares determined pursuant
to the following formula:


 


X =  Y (A - B)


A


where,


 


X = the number of Ordinary Shares
to be issued to Holder;


 


Y = the number of Ordinary Shares
as to which this Warrant is to be exercised (as indicated on the Exercise Notice);


 


A = VWAP for the Trading Day immediately
preceding the date of exercise; and


 


B = the Exercise Price.


 


This Warrant will be exercised pursuant
to this Section 2.3 automatically and without further action by any Person immediately prior to the time at which it expires in
accordance with Section 2.5.


 


2.4. Antitrust Notification. If the Holder
determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would
be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”),
the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability
of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the
notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.


 


2.5. Termination. This Warrant shall terminate
upon the earlier to occur of (i) exercise in full or (ii) the expiration of the Exercise Period.


 


3. REGISTRATION RIGHTS. The Holder of this
Warrant has certain rights to require the Company to register its resale of the Warrant Shares under the Securities Act and any blue sky
or securities laws of any jurisdictions within the United States at the time and in the manner specified in the Purchase Agreement.


 


4. DELIVERY OF SHARE CERTIFICATES ON EXERCISE.


 


4.1. Delivery of Exercise
Shares. As soon as practicable after any exercise of this Warrant and in any event within two (2) Trading Days thereafter (such date,
the “Exercise Share Delivery Date”), the Company shall, at its expense (including the payment by it of any applicable
issue or stamp taxes), cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates
evidencing the number of fully paid and non-assessable Ordinary Shares (which number shall be rounded down to the nearest whole share
in the event any fractional share may otherwise be issuable upon such exercise and the Company shall pay a cash adjustment to the Holder
in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price) to which the Holder shall be entitled
on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive
and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates
for the Ordinary Shares issuable upon any exercise of this Warrant, provided the Warrant Shares are not restricted securities and the
Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer
program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such Ordinary
Shares issuable upon exercise of this Warrant to the Holder (or its designee), by crediting the account of the Holder’s (or such
designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as
for share certificates shall apply) as instructed by the Holder (or its designee).


 




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4.2. Compensation for Buy-In on Failure to
Timely Deliver Exercise Shares. In addition to any other rights available to the Holder, if the Company fails to cause its transfer
agent to transmit to the Holder Exercise Shares pursuant to an exercise on or before the Exercise Share Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm
otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Exercise Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (a) pay in cash to the Holder the amount, if any,
by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Exercise Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Exercise Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares
upon exercise of the Warrant as required pursuant to the terms hereof.


 


4.3. Charges, Taxes and Expenses. Issuance
of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of
the issuance of such Exercise Shares, all of which taxes and expenses shall be paid by the Company, and such Exercise Shares shall be
issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Exercise Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto (the “Assignment Form”) duly executed by the Holder and
the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


5. CERTAIN ADJUSTMENT.


 


5.1. Share Dividends and Splits. If the
Company, at any time while this Warrant is outstanding: (a) pays a dividend or otherwise makes a distribution or distributions on Ordinary
Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include
any Ordinary Shares issued by the Company upon exercise of this Warrant), (b) subdivides (including by way of share split) outstanding
Ordinary Shares into a larger number of shares, (c) combines (including by way of reverse share split) outstanding Ordinary Shares into
a smaller number of shares, or (d) issues by reclassification of Ordinary Shares any shares in the capital of the Company, then in each
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding
immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5.1 shall become
effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


5.2 Pro Rata Distributions. During such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary
Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder's right
to participate in any such Distribution would result in the Holder exceeding the beneficial ownership limitation provided for in Section
10, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any
Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the beneficial ownership
limitation).


 




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5.3 Fundamental Transaction. If, at any
time while this Warrant is outstanding, (a) the Company effects any merger or consolidation of the Company with or into another Person,
(b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (c) any tender
offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted
to tender or exchange their shares for other securities, cash or property, or (d) the Company effects any reclassification of the Ordinary
Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property (each, a “Fundamental Transaction”), then, upon the closing of a Fundamental Transaction and payment
of the exercise price therefore (including at the election of the Holder by cashless exercise), the Holder shall receive, for each Warrant
Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number
of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of
assets by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such event. For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon exercise of this Warrant upon the closing of such Fundamental Transaction. The foregoing notwithstanding, if the Company effects
any reclassification of the Ordinary Shares or any compulsory share exchange, in each case, into another security of the Company, this
Warrant shall remain outstanding and the Holder shall be entitled to receive the Alternative Consideration upon any subsequent exercise
of this Warrant and the payment of the exercise price therefor. The terms of any agreement pursuant to which a Fundamental Transaction
is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5.3


 


5.4 Adjustment to Exercise Price Upon Issuance
of Ordinary Shares. In the event the Company shall at any time or from time to time after the Closing Date (but whether before or
after the Issue Date) issue or sell any additional Ordinary Shares (“Additional Ordinary Shares”), other than (A) as
provided in the Note (including subsections (i) through (iv) of Section 3.4(a) of the Note), pursuant to any Equity Plan (including
pursuant Ordinary Share Equivalents granted or issued under any Equity Plan), (B) pursuant to Ordinary Share Equivalents (as defined in
the Note) granted or issued prior to the Closing Date, (C) Exempted Securities or (D) pursuant to the terms of this Warrant or the Note,
in any case, at an effective price per share that is less than the Exercise Price then in effect or without consideration,
then automatically and without further action by any Person the Exercise Price upon each such issuance shall be reduced to a price equal
to the consideration per share paid for such Additional Ordinary Shares. For purposes of clarification, the amount of consideration received
for such Additional Ordinary Shares shall not include the value of any additional securities or other rights received in connection with
such issuance of Additional Ordinary Shares (i.e., warrants, rights of first refusal or other similar rights).


 


5.5 Calculations. All calculations under
this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
5, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary
Shares (excluding treasury shares, if any) issued and outstanding at the close of the Trading Day on or, if not applicable, most recently
preceding, such given date.


 




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5.6 Notice to Holder.


 


(a) Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly mail
to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.


 


(b) Notice to Allow Exercise
by Holder. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares; (ii) the
Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares; (iii) the Company shall authorize
the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares in the capital of the Company
of any class or of any rights; (iv) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, of any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or
property; or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant
Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Ordinary Shares of record shall be entitled to exchange their shares of the Ordinary Shares for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or
any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.
Subject to applicable law, the Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to
the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section
5.6 is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unexercised Warrants.


 


6. NO IMPAIRMENT. The Company will not,
by amendment of the Memorandum and/or Articles of Association or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking all such action
as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of
the foregoing, the Company (a) will not increase the par value of any Ordinary Shares receivable on the exercise of this Warrant above
the amount payable therefor on such exercise and (b) will take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding.


 


7. NOTICES OF RECORD DATE. In the event
of:


 


(a) any taking by the Company
of a record of the holders of any class of shares or securities for the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares in the Capital of
the Company of any class or any other securities or property, or to receive any other right;


 




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(b) any capital reorganization
of the Company, any reclassification or recapitalization of the share capital of the Company or any transfer of all or substantially all
the assets of the Company to or any consolidation or merger of the Company with or into any other Person or any other Change of Control;
or


 


(c) any voluntary or involuntary
dissolution, liquidation or winding-up of the Company;


 


then, and in each such event, the Company will
mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is
anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Ordinary Shares shall be entitled
to exchange their Ordinary Shares for shares, securities or other property deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior
to the date specified in such notice on which any such action is to be taken.


 


8. RESERVATION OF ORDINARY SHARES ISSUABLE
ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE.


 


8.1. Reservation of Ordinary
Shares Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding, reserve and keep available
out of its authorized but unissued Ordinary Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect
the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any and all limitations of any kind on such exercise).
The Company shall, from time to time in accordance with the Companies Act of the Cayman Islands and its Articles of Association, increase
the authorized number of Ordinary Shares or take other effective action if at any time the unissued number of authorized shares shall
not be sufficient to satisfy the Company’s obligations under this Section 8.


 


8.2. Regulatory Compliance.
If any Ordinary Shares to be reserved for the purpose of exercise of the Warrant Shares require registration or listing with or approval
of any Governmental Authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before
such shares may be validly issued or delivered upon exercise, the Company shall, at its sole cost and expense, in good faith and as expeditiously
as possible, secure such registration, listing or approval, as the case may be.


 


9. DEFINITIONS. As used herein the following
terms, unless the context otherwise requires, have the following respective meanings:


 


“Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified.


 


“Aggregate
Exercise Price” means, in connection with the exercise of this Warrant at any time, an
amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of Ordinary Shares for
which this Warrant is being exercised at such time.


 


“Articles of Incorporation”
means the Company’s Restated Articles of Incorporation as amended to date.


 


“Business Day”
means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in New York City.


 




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“Change of Control”
has the meaning set forth in the Purchase Agreement.


 


“Ordinary Shares”
means (i) the Company’s ordinary shares, par value $0.018 per share, and (ii) any other securities into which or for which any of
the securities described in clause (i) above have been converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.


 


“Convertible Securities”
means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable for Ordinary Shares.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time in effect.


 


“Exercise Period”
means the period commencing on the Issue Date and ending 11:59 P.M. (New York City time) on the date that is sixty (60) months from the
Issue Date or earlier closing of a Fundamental Transaction (other than a Fundamental Transaction of the type described in clause (d) of
the definition thereof resulting in the conversion into or exchange for another security of the Company).


 


“Exercise Price”
means $3.50 per share, as may be adjusted pursuant to the terms hereof.


 


“Exercise Shares”
means the Ordinary Shares for which this Warrant is then being exercised.


 


“Fair Market Value”
means, with respect to any security or other property, the fair market value of such security or other property as determined by the Board
of Directors, acting in good faith.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Issue Date”
means December 15, 2021.


 


“Note”
means the senior convertible promissory note issued by the Company to the Holder pursuant to the Purchase
Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.


 


“Subsidiary”
means, as of any time of determination and with respect to any Person, any United States corporation, partnership, limited liability company
or limited liability partnership, all of the stock (or other equity interest) of every class of which, except directors’ qualifying
shares (or any equivalent), shall, at such time, be owned by such Person either directly or through Subsidiaries and of which such Person
or a Subsidiary shall have 100% control thereof, except directors’ qualifying shares. Unless the context otherwise clearly requires,
any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.


 


“Trading Day”
means a day on which the Ordinary Shares are traded on a Trading Market.


 




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“Trading Market”
means whichever of the New York Stock Exchange, NYSE: Amex Exchange, or the Nasdaq Stock Market (including the Nasdaq Capital Market),
on which the Ordinary Shares are listed or quoted for trading on the date in question.


 


“VWAP”
means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of one Ordinary Share trading in the ordinary course of business
on the applicable Trading Price for such date (or the nearest preceding date) on such Trading Market as reported by Bloomberg Financial
L.P.; (b) if the Ordinary Shares are not then listed on a Trading Market and if the Ordinary Shares are traded in the over-the-counter
market, as reported by the OTC Bulletin Board, the volume weighted average price of Ordinary Share for such date (or the nearest preceding
date) on the OTC Bulletin Board, as reported by Bloomberg Financial L.P.; (c) if the Ordinary Shares are not then listed or quoted on
the OTC Bulletin Board and if prices for the Ordinary Shares are then reported in the “Pink Sheets” published by the Pink
OTC Markets Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of one
Ordinary Share so reported, as reported by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one Ordinary
Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company (in each
case rounded to four decimal places).


 


“Warrant
Shares” means collectively the Ordinary Shares of the Company issuable upon exercise of
the Warrant in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof.


 


10. LIMITATION ON BENEFICIAL OWNERSHIP.
Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive Ordinary Shares or other securities
(together with Ordinary Shares, “Equity Interests”) upon exercise of this Warrant to the extent (but only to the extent)
that such exercise or receipt would cause the Holder Group to become, directly or indirectly, a “beneficial owner” (within
the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of Equity Interests
of a class that is registered under the Exchange Act which exceeds the Maximum Percentage (as defined in the Purchase Agreement) of the
Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the exercise
of the Warrant prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but
only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage
of the Equity Interests of a class that is registered under the Exchange Act that is outstanding at such time. If any delivery of Equity
Interests owed to the Holder following exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the
Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly
as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or
upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 10
apply, the determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable shall be the sole
responsibility and in the sole determination of the Holder, and the submission of an Exercise Notice shall be deemed to constitute the
Holder’s determination that the issuance of the full number of Warrant Shares requested in the Exercise Notice is permitted hereunder,
and neither the Company nor any Warrant agent shall have any obligation to verify or confirm the accuracy of such determination. For purposes
of this Section 10, (i) the term “Maximum Percentage” shall have the definition set forth in the Purchase Agreement;
and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to
be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of
the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may
rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on
Form 20-F filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company
or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class
then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day
of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions
of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership
limitation herein contained.


 




    	 	-8-	 



     

    

  


11. REGISTRATION AND TRANSFER OF WARRANT.


 


11.1. Registration of Warrant.
The Company shall register and record transfers, exchanges, reissuances and cancellations of this Warrant, upon the records to be maintained
by the Company for that purpose, in the name of the record holder hereof from time to time. The Company may deem and treat the registered
holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary. The Company shall be entitled to rely, and held harmless in acting or refraining
from acting in reliance upon, any notices, instructions or documents it believes in good faith to be from an authorized representative
of the Holder.


 


11.2 Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form of assignment (the “Assignment Notice”) attached hereto duly executed by the Holder
or its agent or attorney. The Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the
transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer
does not require registration of the transferred Warrant under the 1933 Act. Upon such surrender, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such Assignment Notice, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the
purchase of Exercise Shares without having a new Warrant issued.


 


11.3. New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 11.2, as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to be divided or combined in
accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical
with this Warrant except as to the number of Exercise Shares issuable pursuant thereto.


 


12. LOSS, THEFT, DESTRUCTION OR MUTILATION
OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant or any share certificate relating to the Exercise Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and
upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or
share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


13. REMEDIES. The Company
stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.


 


14. NO RIGHTS AS A SHAREHOLDER. Except
as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the
rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the Exercise Shares.


 




    	 	-9-	 



     

    

  


15. NOTICES. All notices,
requests, demands and other communications that are required or may be given pursuant to the terms of this Warrant shall be in writing
and shall be deemed delivered (i) on the date of delivery when delivered by hand on a Business Day during normal business hours or, if
delivered on a day that is not a Business Day or after normal business hours, then on the next Business Day, (ii) on the date of transmission
when sent by facsimile transmission or email during normal business hours on a Business Day with telephone confirmation of receipt or,
if transmitted on a day that is not a Business Day or after normal business hours, then on the next Business Day, or (iii) on the second
Business Day after the date of dispatch when sent by a reputable courier service that maintains records of receipt. The addresses for
notice shall be as set forth in the Purchase Agreement.


 


16. CONSENT TO AMENDMENTS. Any term of
this Warrant may be amended, and the Company may take any action herein prohibited, or compliance therewith may be waived, only if the
Company shall have obtained the written consent (and not without such written consent) to such amendment, action or waiver from the Holder.
No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder shall operate as a waiver of
any rights of the Holder.


 


17. MISCELLANEOUS. In case any provision
of this Warrant shall be invalid, illegal or unenforceable, or partially invalid, illegal or unenforceable, the provision shall be enforced
to the extent, if any, that it may legally be enforced and the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby. If any provision of this Warrant is found to conflict with the Purchase Agreement, the
provisions of this Warrant shall prevail. If any provision of this Warrant is found to conflict with the Note, the provisions of the Note
shall prevail. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
INTERNAL LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF
THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof.


 


[Remainder of Page Intentionally Left Blank]


 




    	 	-10-	 



     

    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its duly authorized officer.


 


Dated as of December    , 2021


 


	 	G MEDICAL INNOVATIONS HOLDINGS LTD.
	 	 	 
	 	By:	 
	 	Name: 	Dr. Yacov Geva
	 	Title: 	Chief Executive Officer


 




     


     

    

 


FORM OF SUBSCRIPTION


 


(To be signed only on exercise


of Ordinary Share Purchase Warrant)


 


TO: G Medical Innovations Holdings Ltd.


 


1. The undersigned Holder
of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase Ordinary Shares of G Medical Innovations
Holdings Ltd., a Cayman Islands Company (the “Company”), as follows (check one or more, as applicable):


 


		☐	to exercise the Warrant to purchase __________ Ordinary Shares
and to pay the Aggregate Exercise Price therefor by wire transfer of United States funds to the account of the Company, which transfer
has been made prior to or as of the date of delivery of this Form of Subscription pursuant to the instructions of the Company;



 


 and/or




 


		☐	to exercise the Warrant with respect to ____________ Ordinary
Shares pursuant to the net exercise provisions specified in Section 2.3 of the Warrant.



 


2. In exercising this Warrant,
the undersigned Holder hereby confirms and acknowledges that the Ordinary Shares are being acquired solely for the account of the undersigned
and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any
such Ordinary Shares except under circumstances that will not result in a violation of the Securities Act or any state securities laws.
The undersigned hereby further confirms and acknowledges that it is an “accredited investor”, as that term is defined under
the Securities Act.


 


3. Please issue a stock certificate
or certificates representing the appropriate number of Ordinary Shares in the name of the undersigned or in such other name(s) as is specified
below:


 


	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	TIN:	 	 


 


	 	 	Dated:	 
	(Signature must conform exactly to name of Holder as specified on the face of the Warrant)	 	 	 


 




     


     

    

 


FORM OF ASSIGNMENT


(To be signed only on transfer of Warrant)


 


For value received, the undersigned hereby sells,
assigns, and transfers unto ________________ the right represented by the within Warrant to purchase             
Ordinary Shares of G Medical Innovations Holdings Ltd., a Cayman Islands Company, to which the within Warrant relates, and appoints _________________
attorney to transfer such right on the books of G Medical Innovations Holdings Ltd., with full power of substitution in the premises.


 


	 	 	 	[insert name of Holder]
	 	 	 	 	 
	Dated:	 	 	By:	      
	 	 	 	 	 
		 	 	Title:	 
	 	 	 	 	 
		 	 	[insert address of Holder]


 


	Signed in the presence of: