Exhibit 10.2


 


Execution Version


 


[THIS
NOTE 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. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


G
MEDICAL INNOVATIONS HOLDINGS LTD.


 


Form of Senior

Convertible Promissory

Note due December    , 2023


 


	Note No. 1-2021	$5,800,000
	Dated: December    , 2021 (the “Issuance Date”)
	 


 


For
value received, G MEDICAL INNOVATIONS HOLDINGS LTD., a Cayman Islands exempted company (the “Maker” or the “Company”),
hereby promises to pay to the order of Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives,
the “Holder”), in accordance with the terms hereinafter provided, the principal amount of FIVE MILLION EIGHT HUNDRED
THOUSAND DOLLARS ($5,800,000.00) (the “Principal Amount”).


 


All
payments under or pursuant to this Convertible Promissory Note (this “Note”) shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder set forth in the Purchase Agreement (as hereinafter defined)
or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s
account, instructions for which are attached hereto as Exhibit A. The outstanding principal balance of this Note shall be due
and payable on December 15, 2023 (the “Maturity Date”) or at such earlier time as provided herein; provided, that
the Holder, in its sole discretion, may extend the Maturity Date to any date after the original Maturity Date. In the event that the
Maturity Date shall fall on Saturday or Sunday, such Maturity Date shall be the next succeeding Business Day. All calculations made pursuant
to this Note shall be rounded down to three decimal places.


 


ARTICLE
1


 


1.1 Purchase
Agreement. This Note has been executed and delivered pursuant to the Securities Purchase Agreement, dated as of December 15, 2021
(as the same may be amended from time to time, the “Purchase Agreement”), by and between the Maker and the Holder.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.


 




     


     


    

 


1.2 Interest.
Other than as set forth in Section 2.2 herein, this Note shall not bear intertest.


 


1.3 Principal
Installment Payments. Commencing on the date that is 120 days from the Issuance Date, the Maker shall pay to the Holder the Outstanding
Principal Amount hereunder in twenty (20) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each,
a “Payment Date” and collectively the “Monthly Payments”), an amount equal to Two Hundred Ninety
Thousand Dollars ($290,000), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier,
upon acceleration, conversion or redemption of this Note in accordance with the terms herein. The Monthly Payments shall, at the Maker’s
option, be made in (i) cash, (ii) Repayment Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of
Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price; provided,
however, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately
resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under
the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares. The
Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares
or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date,
and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however,
that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.


 


1.4 Prepayment. The
Maker may repay all, but not less than all, of the then Outstanding Principal Amount upon delivering a Prepayment Notice. If the Maker
elects to prepay this Note pursuant to this Section 1.4, the Holder shall have the right, upon written notice to the Maker (a
“Prepayment Conversion Notice”) within five (5) Business Days of the Holder’s receipt of a Prepayment Notice,
to convert up to twenty five percent (25%) of the Principal Amount (the “Maximum Amount”) at the lesser of the Repayment
Share Price or the Conversion Price (each as defined below), in accordance with the provisions of Article 3, specifying the Principal
Amount (up to the Maximum Amount) that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally
agrees to, within five (5) Business Days of receiving a Prepayment Conversion Notice, and if no Prepayment Conversion Notice is received,
within ten (10) Business Days of delivery of a Prepayment Notice: (i) repay the amount of the Outstanding Principal Amount minus the
Principal Amount set forth in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance
with Article 3, as applicable. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any Outstanding
Principal Amount that is subject to a Conversion Notice delivered by the Holder in accordance with Article 3.


 




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1.5 Delisting
from a Trading Market. If at any time the Ordinary Shares cease to be listed on a Trading Market, (i) the Holder may deliver a demand
for payment to the Company and, if such a demand is delivered, the Company shall, within ten (10) Business Days following receipt of
the demand for payment from the Holder, pay all of the Outstanding Principal Amount or (ii) the Holder may, at its election, after the
six-month anniversary of the Issuance Date or earlier if a Registration Statement covering the Conversion Shares has been declared effective,
upon notice to the Company in accordance with Section 5.1, convert all or a portion of the Outstanding Principal Amount and
the Conversion Price shall be adjusted to the lower of (A) the then-current Conversion Price and (A) eighty percent (80%) of the average
of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to delivery by the Holder of its notice of conversion pursuant
to this Section 1.5.


 


1.6 Payment
on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment may be due
on the next succeeding Business Day.


 


1.7 Transfer.
This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged, hypothecated or otherwise
granted as security by the Holder.


 


1.8 Replacement.
Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or destruction of this
Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker
shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.


 


1.9 Use
of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.


 


1.10 Status
of Note. The obligations of the Maker under this Note shall be senior to all other existing Indebtedness and equity of the Company.
Upon any Liquidation Event (as hereinafter defined), the Holder will be entitled to receive, before any distribution or payment is made
upon, or set apart with respect to, any Indebtedness of the Maker or any class of shares in the capital of the Maker, an amount equal
to the Outstanding Principal Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to
a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit
of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker


 


1.11 Tax
Treatment. The Maker and the Holder agree that for U.S. federal income tax purposes, and applicable state, local and non-U.S. income
tax purposes, this Note is not intended to be, and shall not be, treated as indebtedness. Neither the Maker nor the Holder shall take
any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes, unless otherwise
required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any analogous provision of applicable state, local or non-U.S. law.


 




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ARTICLE
2


 


2.1 Events
of Default. An “Event of Default” under this Note shall mean the occurrence of any of the events defined in the
Purchase Agreement, and any of the additional events described below:


 


(a) any
default in the payment of (i) the Principal Amount or any accrued and unpaid interest hereunder when due, or any principal or interest
owing under any other Note; or (ii) liquidated damages in respect of this Note or any other Note as and when the same shall become
due and payable (whether on the Maturity Date or by acceleration or otherwise);


 


(b) the
Maker shall fail to observe or perform any other covenant, condition or agreement contained in this Note or any Transaction Document;


 


(c) the
Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any
of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this
Note into Ordinary Shares;


 


(d) the
Maker shall fail to (i) timely deliver the Ordinary Shares as and when required in Section 3.2; or (ii) make the payment of any
fees and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;


 


(e) default
shall be made in the performance or observance of any material covenant, condition or agreement contained in the Purchase Agreement or
any other Transaction Document that is not covered by any other provisions of this Section 2.1;


 


(f) at
any time the Maker shall fail to have a sufficient number of Ordinary Shares authorized, reserved and available for issuance to satisfy
the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note
or upon exercise of the Warrant;


 


(g) any
representation or warranty made by the Maker or any of its Subsidiaries herein or in the Purchase Agreement, the Note, the Warrant or
any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which
made;


 


(h) unless
otherwise approved in writing in advance by the Holder, the Maker shall, or shall announce an intention to pursue or consummate a Change
of Control, or a Change of Control shall be consummated, or the Maker shall negotiate, propose or enter into any agreement, understanding
or arrangement with respect to any Change of Control;


 




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(i) the
Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on any
Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $250,000 or
(B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness
to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;


 


(j) the
Maker or any of its Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit
of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency,
moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing
to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under
the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or
issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous
to any of the foregoing;


 


(k) a
proceeding or case shall be commenced in respect of the Maker or any of its Subsidiaries, without its application or consent, in any
court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial
part of its assets in connection with the liquidation or dissolution of the Maker or any of its Subsidiaries; or (iii) similar relief
in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of forty-five (45) days or any order for relief shall be entered
in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction
(foreign or domestic) against the Maker or any of its Subsidiaries or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue undismissed,
or unstayed and in effect for a period of forty-five (45) days;


 


(l) one
or more final judgments or orders for the payment of money aggregating in excess of $250,000 (or its equivalent in the relevant currency
of payment) are rendered against one or more of the Company and its Subsidiaries;


 


(m) the
failure of the Maker to instruct its transfer agent to remove any legends from Ordinary Shares and issue such unlegended certificates
to the Holder within three (3) Trading Days of the Holder’s request so long as the Holder has provided reasonable assurances to
the Maker that such Ordinary Shares can be sold pursuant to Rule 144 or any other applicable exemption;


 




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(n) the
Maker’s Ordinary Shares are no longer publicly traded or cease to be listed on the Trading Market or, after the six month anniversary
of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 without restriction on the number of shares to
be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933 Act and may be sold without restriction;


 


(o) the
Maker proposes to or does consummate a “going private” transaction as a result of which the Ordinary Shares will no longer
be registered under Sections 12(b) or 12(g) of the 1934 Act;


 


(p) there
shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for
the Ordinary Shares restricting the trading of such Ordinary Shares;


 


(q) the
Depository Trust Company places any restrictions on transactions in the Ordinary Shares or the Ordinary Shares are no longer tradeable
through the Depository Trust Company Fast Automated Securities Transfer program;


 


(r) the
Company’s Market Capitalization is below $10 million for ten (10) consecutive days; or


 


(s) the
occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole.


 


For
the avoidance of doubt, any default pursuant to clause (i) above shall not be subject to any cure periods pursuant to the instrument
governing such Indebtedness or this Note.


 


2.2 Remedies
Upon an Event of Default.


 


(a) Upon
the occurrence of any Event of Default , the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory
Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable
on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts
owing hereunder have been accelerated in accordance with the terms hereof.


 


(b) Upon
the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of such
Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise
to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of
Default has occurred.


 




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(c) Upon
the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory
Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest
or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and
remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default
described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding
Principal Amount be converted into Ordinary Shares at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%)
of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable
notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies
and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence
of an Event of Default described in Section 2.1(k) above, the Mandatory Default Amount shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on
the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby
shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.


 


ARTICLE
3


 


3.1 Conversion.


 


(a) Conversion.
At any time following the date that is the earlier of (i) the date that is the six (6) month anniversary of the Issuance Date or (ii)
the date of effectiveness of a Registration Statement covering the applicable Conversion Shares (as set forth in the Purchase Agreement),
this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable
Ordinary Shares as is determined by dividing (x) that portion of the Outstanding Principal Amount that the Holder elects to convert (the
“Conversion Amount”) by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice
of conversion, in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance
with Section 5.1 to the Maker. Any such conversion pursuant to this Section 3.1(a) shall be applied to reduce subsequent
Monthly Payments in reverse chronological order, i.e., those to be made on the latest date or dates following the date of conversion.
The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully
converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted
as of the date of such conversion (each, a “Conversion Date”).


 


(b) Conversion
Price. The “Conversion Price” means $3.50, and shall be subject to adjustment as provided herein.


 




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3.2 Delivery
of Conversion Shares. As soon as practicable after the occurrence of any event requiring the issuance of Ordinary Shares issuable
upon conversion of this Note (“Conversion Shares”), and in any event within one (1) Business Day thereafter (such
date, the “Share Delivery Date”), the Maker shall, at its expense, 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 nonassessable Ordinary
Shares to which the Holder shall be entitled, 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 the occurrence of any event requiring the issuance of Conversion
Shares in accordance with this Note, provided 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 Conversion Shares so issuable to the Holder (or its designee), by crediting the account of the Holder’s
(or such designee’s) broker with DTC through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided
that the same time periods herein as for share certificates shall apply) as instructed by the Holder (or its designee); provided, that
such issuance shall only be made through DTC’s DWAC system if such Conversion Shares will be issued free of restrictive legends.


 


3.3
Ownership Cap. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares representing
Equity Interests upon conversion of this Note to the extent (but only to the extent) that such exercise or receipt would cause the Holder
Group (as defined below) to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of
the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under
the 1934 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 conversion of this Note 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 1934 Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following
conversion of this Note 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 3.3 apply, the determination of whether
this Note is convertible and of which portion of this Note is convertible shall be the sole responsibility and in the sole determination
of the Holder, and the submission of a notice of conversion shall be deemed to constitute the Holder’s determination that the issuance
of the full number of Conversion Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have
any obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3.3, (i) the term “Maximum
Percentage” shall mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess
of 4.99% of any class of Equity Interests in the Company that is registered under the 1934 Act, then the Maximum Percentage shall automatically
increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance
of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests);
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 1934 Act or with which the Holder otherwise files reports under Sections 13 and/or 16
of the 1934 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) Business
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 3.3 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership
limitation herein contained.


 




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3.4 Adjustment
of Conversion Price.


 


(a) Until
the Note has been paid in full or converted in full, the Conversion Price shall be subject to adjustment from time to time as follows
(but shall not be increased, other than pursuant to Section 3.4(a)(i) hereof):


 


(i) Adjustments
for Stock Splits and Combinations. If the Maker shall at any time or from time to time after the Closing Date (but whether before
or after the Issuance Date) effect a split or other subdivision of the outstanding Ordinary Shares, the applicable Conversion Price in
effect immediately prior to the stock or share split shall be proportionately decreased. If the Maker shall at any time or from time
to time after the Closing Date (but whether before or after the Issuance Date), combine the outstanding Ordinary Shares, the applicable
Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section
3.4(a)(i) shall be effective at the close of business on the date the stock or share split or combination occurs.


 


(ii) Adjustments
for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether
before or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to
receive a dividend or other distribution payable in Ordinary Shares, then, and in each event, the applicable Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been
fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:


 


(1) the
numerator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date; and


 


(2) the
denominator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.


 




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(iii) Adjustment
for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before
or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to receive
a dividend or other distribution payable in other than Ordinary Shares, then, and in each event, an appropriate revision to the applicable
Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder of
this Note shall receive upon conversions thereof, in addition to the number of Ordinary Shares receivable thereon, the number of securities
of the Maker or other issuer (as applicable) or cash or other property that it would have received had this Note been converted into
Ordinary Shares in full (without regard to any conversion limitations herein) on the date of such event and had thereafter, during the
period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable
thereon during such period) or assets, giving application to all adjustments called for during such period under this Section 3.4(a)(iii)
with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed
and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.


 


(iv) Adjustments
for Reclassification, Exchange or Substitution. If the Ordinary Shares at any time or from time to time after the Closing Date (but
whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of any class
or classes of stock, shares or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of
a stock or share split or combination of shares or dividends provided for in Sections 3.4(a)(i), (ii) and (iii) hereof, or a reorganization,
merger, consolidation, or sale of assets provided for in Section 3.4(a)(vii) hereof), then, and in each event, an appropriate
revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so
that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares or other securities or other
property receivable upon reclassification, exchange, substitution or other change, by holders of the number of Ordinary Shares into which
such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to
further adjustment as provided herein.


 


(v) Adjustments
for Issuance of Additional Ordinary Shares. In the event the Maker shall at any time or from time to time after the Closing Date
(but whether before or after the Issuance Date) issue or sell any additional Ordinary Shares (“Additional Ordinary Shares”),
other than (A) as provided in this Note (including the foregoing subsections (i) through (iv) of this Section 3.4(a)), pursuant
to any Equity Plan (including pursuant to Ordinary Share Equivalents granted or issued under any Equity Plan), (B) pursuant to Ordinary
Share Equivalents (as defined below) granted or issued prior to the Closing Date, (C) Exempted Securities, or (D) pursuant to the terms
of this Note, in any case, at an effective price per share that is less than the Conversion Price then in effect or without
consideration, then the Conversion 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).


 




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(vi) Issuance,
Amendment or Adjustment of Ordinary Share Equivalents. Except for Exempted Securities, if (x) the Maker, at any time after the Closing
Date (but whether before or after the Issuance Date), shall issue any securities convertible into or exercisable or exchangeable for,
directly or indirectly, Ordinary Shares (“Convertible Securities”), or any rights or warrants or options to purchase
any such Ordinary Shares or Convertible Securities, other than Ordinary Share Equivalents granted or issued under any Equity Plan (collectively
with the Convertible Securities, the “Ordinary Share Equivalents”) and the price per share for which Ordinary Shares
may be issuable pursuant to any such Ordinary Share Equivalent shall be less than the applicable Conversion Price then
in effect, or (y) the price per share for which Ordinary Shares may be issuable under any Ordinary Share Equivalents is amended or adjusted,
pursuant to the terms of such Ordinary Share Equivalents or otherwise, and such price as so amended or adjusted shall be less than the
applicable Conversion Price in effect at the time of such amendment or adjustment, then, in each such case (x) or (y), the applicable
Conversion Price upon each such issuance or amendment or adjustment shall be adjusted as provided in subsection (vi) of this Section
3.4(a) as if the maximum number of Ordinary Shares issuable upon conversion, exercise or exchange of such Ordinary Share Equivalents
had been issued on the date of such issuance or amendment or adjustment.


 


(vii) Consideration
for Stock. In case any Ordinary Shares or any Ordinary Shares shall be issued or sold:


 


(1) in
connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in
which the previously outstanding Ordinary Shares of the Maker shall be changed to or exchanged for the stock, shares or other securities
of another corporation), the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good
faith by the Board of Directors of the Maker and approved by the Holder, of such portion of the assets and business of the nonsurviving
corporation as such Board of Directors may determine to be attributable to such Ordinary Shares, Convertible Securities, rights or warrants
or options, as the case may be; or


 


(2) in
the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously
outstanding Ordinary Shares of the Maker shall be changed into or exchanged for the stock, shares or other securities of another corporation
or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock, shares or other securities
or other property of any corporation, the Maker shall be deemed to have issued Ordinary Shares, at a price per share equal to the valuation
of the Maker’s Ordinary Shares based on the actual exchange ratio on which the transaction was predicated, as applicable, and the
fair market value on the date of such transaction of all such stock, shares or securities or other property of the other corporation.
If any such calculation results in adjustment of the applicable Conversion Price, or the number of Ordinary Shares issuable upon conversion
of the Note, the determination of the applicable Conversion Price or the number of Ordinary Shares issuable upon conversion of the Note
immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of Ordinary
Shares issuable upon conversion of the Note. In the event Ordinary Shares are issued with other shares or securities or other assets
of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.4(a)(vii) shall be
allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.


 




    11


     


    

 


(viii) Record
Date. In case the Maker shall take record of the holders of its Ordinary Shares for the purpose of entitling them to subscribe for
or purchase Ordinary Shares or Convertible Securities, then the date of the issue or sale of the Ordinary Shares shall be deemed to be
such record date.


 


(b) No
Impairment. The Maker shall not, by amendment of its 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 to be observed or performed hereunder by the Maker, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as may be necessary
or appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder shall elect to convert
this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or anyone associated or affiliated
with the Holder has been engaged in any violation of law, violation of an agreement to which the Holder is a party or for any reason
whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of this Note shall have issued and
the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred fifty percent (150%) of the Principal Amount
of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the
dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) in the event it obtains judgment.


 


(c) Certificates
as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of Ordinary Shares issuable
upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment,
showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request of the Holder,
at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the
applicable Conversion Price in effect at the time, and the number of Ordinary Shares and the amount, if any, of other securities or property
which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not be obligated
to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted
amount.


 


(d) Issue
Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of Ordinary Shares on conversion of this Note pursuant thereto; provided, however, that the
Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such
conversion.


 




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(e) Fractional
Shares. No fractional Ordinary Shares shall be issued upon conversion of this Note. In lieu of any fractional shares to which the
Holder would otherwise be entitled, the Maker shall pay cash equal such fractional shares multiplied by the Conversion Price then in
effect.


 


(f) Reservation
of Ordinary Shares. The Maker shall at all times while this Note 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 conversion of this
Note (disregarding for this purpose any and all limitations of any kind on such conversion). The Maker shall, from time to time, use
all commercially reasonable efforts to 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 Maker’s obligations under this Section 3.4(f).


 


(g) Regulatory
Compliance. If any Ordinary Shares to be reserved for the purpose of conversion of this Note 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 conversion, the Maker 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.


 


(h) Effect
of Events Prior to the Issuance Date. If the Issuance Date of this Note is after the Closing Date, then, if the Conversion Price
or any other right of the Holder of this Note would have been adjusted or modified by operation of any provision of this Note had this
Note been issued on the Closing Date, such adjustment or modification shall be deemed to apply to this Note as of the Issuance Date as
if this Note had been issued on the Closing Date.


 


3.5 Prepayment
Following a Change of Control.


 


(a) Mechanics
of Prepayment at Option of Holder in Connection with a Change of Control. No sooner than fifteen (15) days prior to entry into an
agreement for a Change of Control nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the
public announcement of such Change of Control, the Maker shall deliver written notice (“Notice of Change of Control”)
to the Holder. At any time after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered
at least ten (10) days prior to a Change of Control, at any time within ten (10) days prior to a Change of Control), the Holder may require
the Maker to prepay, effective immediately prior to the consummation of such Change of Control, an amount equal to 105% of the Outstanding
Principal Amount(the “COC Repayment Price”), by delivering written notice thereof (“Notice of Prepayment
at Option of Holder Upon Change of Control”) to the Maker.


 


(b) Payment
of COC Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of Control from
the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change of Control;
provided that the Holder’s original Note shall have been so delivered to the Maker.


 




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3.6 Inability
to Fully Convert.


 


(a) Holder’s
Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise required under this
Note, including with respect to repayment of principal in Ordinary Shares as permitted under this Note, the Maker cannot issue Ordinary
Shares for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of Ordinary Shares authorized
and available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation
system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Ordinary
Shares which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many Ordinary Shares as it is able to
issue and, with respect to the unconverted portion of this Note or with respect to any Ordinary Shares not timely issued in accordance
with this Note, the Holder, solely at Holder’s option, can elect to:


 


(i) require
the Maker to prepay that portion of this Note for which the Maker is unable to issue Ordinary Shares or for which Ordinary Shares were
not timely issued (the “Mandatory Prepayment”) at a price equal to the number of Ordinary Shares that the Maker is
unable to issue multiplied by the VWAP on the date of the Conversion Notice (the “Mandatory Prepayment Price”);


 


(ii) void
its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion
Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments
which have accrued prior to the date of such notice); or


 


(iii) defer
issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided, that the Principal
Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; provided, further, that
if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii) above
at any time prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.


 


(b) Mechanics
of Fulfilling Holder’s Election. The Maker shall immediately send to the Holder, upon receipt of a Conversion Notice from the
Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s inability to fully
satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall
indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; and (ii) the amount of this Note
which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.6(a) above by delivering written
notice to the Maker (“Notice in Response to Inability to Convert”).


 




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(c) Payment
of Mandatory Prepayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i) above, the
Maker shall pay the Mandatory Prepayment Price to the Holder within five (5) Business Days of the Maker’s receipt of the Holder’s
Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s Notice in Response
to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event
or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered
to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to
the Holder on the date that is one (1) Business Day following the Maker’s receipt of the Holder’s Notice in Response to Inability
to Convert, in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest
at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price
is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the
full Mandatory Prepayment Price has not been paid and (ii) receive back such Note.


 


(d) No
Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of
this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of
shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker.


 


3.7 Compensation
for Buy-In on Failure to Timely Deliver Conversion 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 Conversion Shares or any other shares pursuant to a conversion on
or before the 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 Conversion Shares which the Holder anticipated receiving upon such conversion (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 Conversion Shares that
the Company was required to deliver to the Holder in connection with the conversion 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 Note and
equivalent number of Conversion Shares for which such conversion was not honored (in which case such conversion 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 conversion
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 conversion 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 conversion of the Note as required pursuant to the terms
hereof.


 




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ARTICLE
4


 


4.1 Covenants.
For so long as any Note is outstanding, without the prior written consent of the Holder:


 


(a) Compliance
with Transaction Documents. The Maker shall, and shall cause its Subsidiaries to, comply with its obligations under this Note and
the other Transaction Documents.


 


(b) Payment
of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and
discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits,
property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment, charge
or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Maker
or such Subsidiaries shall have set aside on its books reserves with respect thereto in accordance with generally accepted accounting
principles, and provided, further, that the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith
upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.


 


(c) Corporate
Existence. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate existence,
rights and franchises (other than the existence, rights and franchises of the Subsidiaries of the Maker that the board of directors of
the Maker determine are no longer necessary or useful to the operation of the Maker’s business) and all licenses and other rights
to use property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business.


 


(d) Investment
Company Act. The Maker shall conduct its businesses in a manner so that it will not become subject to, or required to be registered
under, the Investment Company Act of 1940, as amended.


 


(e) Prohibited
Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions until thirty (30) days after
such time as this Note has been converted into Conversion Shares or repaid in full.


 


(f) Repayment
of This Note. If the Company or any Subsidiary issues any debt, including any subordinated debt or convertible debt (other than the
Note or any other “Note” as defined in the Purchase Agreement), or any Preferred Stock, other than Exempted Securities, unless
otherwise waived in writing by and at the discretion of the Holder, the Company will immediately utilize the proceeds of such issuance
to repay this Note, and if the Company issues any Equity Interests other than Exempted Securities for aggregate proceeds of more than
ten million dollars ($10,000,000), unless otherwise waived in writing by and at the discretion of the Holder, the Company will direct
unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct twenty percent (20%) of the proceeds
from such issuance to repay this Note.


 


4.2 Set-Off.
This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.


 






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ARTICLE
5


 


5.1 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email
at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after
the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a
day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such
date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The addresses for such notices and communications shall be as
set forth in the Purchase Agreement.


 


5.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without reference to
principles of conflict of laws or choice of laws.


 


5.3 Headings.
The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of
the provisions hereof. The language used in this Note will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party. This Note shall be construed as if drafted jointly by
the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions
of this Note.


 


5.4 Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving
rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to
comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be
subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations
hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate.
Therefore, the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to
all other available rights and remedies, at law or in equity, to equitable relief, including but not limited to an injunction restraining
any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.


 




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5.5 Enforcement
Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.


 


5.6 Binding
Effect. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms herein.


 


5.7 Amendments;
Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder.
No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.


 


5.8 Compliance
with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account
and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this
Note in violation of securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted
with a legend in substantially the following form:


 


“THIS
NOTE 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.”


 


5.9 Jurisdiction;
Venue. Any action, proceeding or claim arising out of, or relating in any way to this Note shall be brought and enforced in the New
York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York. The Company and
the Holder irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection
to such exclusive jurisdiction or that such courts represent an inconvenient forum. The prevailing party in any such action shall be
entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket expenses relating to such action or proceeding.


 




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5.10 Parties
in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective
successors and permitted assigns.


 


5.11 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


 


5.12 Maker
Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices
in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals
of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons
and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting
the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.


 


(a) No
delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate
as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any future occasion.


 


(b) THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS
MAY DESIRE TO USE.


 


5.13 Definitions.
Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the
following terms shall have the following meanings:


 


(a)
“Convertible Securities” means any securities convertible into or exercisable or exchangeable for, directly or indirectly,
Ordinary Shares.


 


(b) “Ordinary
Share Equivalents” means any rights or warrants or options to purchase any Ordinary Shares or Convertible Securities, other
than rights or warrants or options to purchase any Ordinary Shares or Convertible Securities granted or issued under any Equity Plan.


 




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(c) “Indebtedness”
means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate
hedging agreements, interest rate swaps, or other financial products; (c) all capital lease obligations that exceed $150,000 in the aggregate
in any fiscal year; (d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker, irrespective of whether
such obligation or liability is assumed; (e) all obligations for the deferred purchase price of assets, together with trade debt and
other accounts payable that exceed $150,000 in the aggregate in any fiscal year; (f) all synthetic leases; (g) any obligation guaranteeing
or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the
foregoing obligations of any other person; (h) trade debt; and (i) endorsements for collection or deposit.


 


(d)
“Mandatory Default Amount” means an amount equal to one hundred twenty percent (120%) of the Outstanding Principal
Amount of this Note on the date on which the first Event of Default has occurred hereunder.


 


(e) “Market
Capitalization” means, as of any date of determination, the product of (a) the number of issued and outstanding Ordinary Shares
as of such date (exclusive of any Ordinary Shares issuable upon the exercise of options or warrants or conversion of any convertible
securities), multiplied by (b) the closing price of the Ordinary Shares on the Trading Market on the date of determination.


 


(f) “Outstanding
Principal Amount” means, at the time of determination, the Principal Amount outstanding after giving effect to any adjustments,
conversions or prepayments pursuant to the terms hereof.


 


(g) “Repayment
Shares” means Ordinary Shares issued to the Holder by the Maker as payment for interest and/or the Principal Amount, pursuant
to Section 1.3 of this Note.


 


(h) “Repayment
Share Price” means ninety percent (90%) of the average of the five (5) lowest daily VWAPs during the twenty (20) Trading Days
prior to the Payment Date.


 


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


 


(j) “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 OTCQX or OTCQB markets, the volume weighted average price of one Ordinary Share for such date (or the nearest
preceding date) on the OTCQX or OTCQB markets, as reported by Bloomberg Financial L.P.; (c) if the Ordinary Shares are not then listed
or quoted on a Trading Market or on the OTCQX or OTCBQ markets and if prices for the Ordinary Shares are then reported in the “Pink
Sheets” published by the OTC Markets Group (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.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.


 


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



 




     


     


    


 


EXHIBIT
A 


 


WIRE
INSTRUCTIONS


 




     


     


    


 


EXHIBIT
B


 


FORM
OF CONVERSION NOTICE


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the above Note No. ___ into Ordinary Shares
of G Medical Innovations Holdings Ltd. (the “Maker”) according to the conditions hereof, as of the date written below.


 


Date
of Conversion:


 


Conversion
Price:


 


Number
of Ordinary Shares beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:


 





	 	[HOLDER]
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address: