Exhibit 10.1


 


Execution Version 


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement
(as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of December
15, 2021, by and between G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), and
Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).


 


BACKGROUND


 


A. The
board of directors (the “Board of Directors”) of the Company has authorized the issuance to Investor of the Notes (as
defined below) and the Warrants (as defined below).


 


B The
Investor desires to purchase the Notes and the Warrants on the terms and conditions set forth in this Agreement.


 


NOW THEREFORE, in consideration
of the foregoing recitals and the covenants and agreements set forth herein, and intending hereby to be legally bound, the Company and
the Investor hereby agree as follows:


 


1.
DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms:


 


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


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended.


 


“Acquisition”
means the acquisition by the Company or any direct or indirect Subsidiary of the Company of a majority of the Equity Interests or substantially
all of the assets and business of any Person, whether by direct purchase of Equity Interests, asset purchase, merger, consolidation or
like combination.


 


“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.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Blue Sky Application”
has the meaning set forth in Section 9.3(a).


 


“Board of Directors”
has the meaning set forth in the recitals.


 


“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.


 


“Capital Stock”
means the Ordinary Shares and any other classes of shares in the capital of the Company.


 






     


     


    

 


“Change of Control”
means, with respect to the Company, on or after the date of this Agreement:


 


 (a) a change in the composition of the Board of Directors of the Company at a single shareholder meeting where a majority of the individuals that were directors of the Company immediately prior to the start of such shareholder meeting are no longer directors at the conclusion of such meeting, without prior written consent of the Investor;




 


 (b) a change, without prior written consent of the Investor, in the composition of the Board of Directors of the Company prior to the termination of this Agreement where a majority of the individuals that were directors as of the date of this Agreement cease to be directors of the Company prior to the termination of this Agreement;




 


 (c) other than a shareholder that holds such a position at the date of this Agreement, if a Person comes to have beneficial ownership, control or direction over more than forty percent (40%) of the voting rights attached to any class of voting securities of the Company; or




 


 (d) the sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in a series of transactions, of all or substantially all of their respective assets.




 


“Closings”
has the meaning set forth in Section 2.2(b).


 


“Closing Dates”
has the meaning set forth in Section 2.2(b).


 


“Commitment Fee”
means an amount equal to Three Percent (3.0%) of the applicable Funding Amount.


 


“Company”
has the meaning set forth in the preamble.


 


“Conversion Shares”
means the Ordinary Shares issuable upon the full or any partial conversion of the Notes.


 


“Disclosure Letter”
has the meaning set forth in Section 3.


 


“Effectiveness Period”
has the meaning set forth in Section 9.2(a).


 


“Equity Interests”
means and includes shares, capital stock, membership interests and other similar equity securities, and shall also include warrants or
options to purchase capital stock, membership interests or other equity interests.


 


“Event”
means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts.


 


“Event of Default”
has the meaning set forth in Section 7.1.


 






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“Exempted Securities”
means (a) Ordinary Shares or preferred shares or rights, warrants or options to purchase Ordinary Shares or preferred shares issued as
consideration for any Acquisition, (b) equity securities issued by reason of a dividend, stock or share split, split-up or other distribution
on Ordinary Shares, (c) Ordinary Shares or rights, warrants or options to purchase Ordinary Shares issued to employees or directors
of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the
Board of Directors (“Equity Plans”), (d) Ordinary Shares actually issued upon the exercise of options, warrants or
Ordinary Shares actually issued upon the conversion or exchange of any securities convertible into Ordinary Shares, in each case provided
that such issuance is pursuant to the terms of the applicable option, warrant or convertible security, or (e) Ordinary Shares issued upon
the exercise or conversion of options, warrants or convertible securities outstanding on the date hereof.


 


“First Closing”
has the meaning set forth in Section 2.2(a).


 


“First Closing Date”
has the meaning set forth in Section 2.2(a).


 


“First Funding Amount”
means an amount equal to Five Million Dollars ($5,000,000).


 


“First Note”
has the meaning set forth in Section 2.1(a).


 


“First Principal
Amount” has the meaning set forth in Section 2.1(a).


 


“First Warrant”
has the meaning set forth in Section 2.1(a).


 


“Form 6-K”
has the meaning set forth in Section 5.8.


 


“Funding Amount”
means each of the First Funding Amount and the Second Funding Amount, as applicable.


 


“HSR Act”
has the meaning set forth in Section 5.12.


 


“Investor”
has the meaning set forth in the preamble.


 


“Investor Group”
shall mean the Investor plus any other Person with which the Investor is considered to be part of a group under Section 13 of the 1934
Act or with which the Investor otherwise files reports under Sections 13 and/or 16 of the 1934 Act.


 


“Investor Party”
has the meaning set forth in Section 5.9(a).


 


“Investor Shares”
means the Conversion Shares, the Warrant Shares and any other shares issued or issuable to the Investor pursuant to this Agreement, Notes
or the Warrants.


 


“IP Rights”
has the meaning set forth in Section 3.10.


 


“Law” means
any law, rule, regulation, order, judgment or decree, including, without limitation, any federal and state securities Laws, as well as
the Laws of the Cayman Islands.


 


“Legend Removal Date”
shall have the meaning set forth in Section 5.1(c).


 






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“Losses”
has the meaning set forth in Section 5.9(a).


 


“Material Adverse
Effect” means any material adverse effect on (i) the businesses, properties, assets, prospects, operations, results of operations
or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate
the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes or the Warrants; provided,
however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall
be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting
from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the
industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or
(d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action
or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change
referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect
has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate
effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries
operate.


 


“Maximum Percentage”
means 4.99%; provided, that if at any time after the date hereof the Investor 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 Investor 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 Investor Group ceasing to own in excess of 4.99% of such class of Equity Interests).


 


“Money Laundering
Laws” has the meaning set forth in Section 3.25.


 


“New Securities”
means, collectively, equity securities or shares of the Company, whether or not currently authorized, as well as rights, options, or warrants
to purchase such equity securities, or securities of any type whatsoever that are, or may become convertible or exchangeable into or exercisable
for such equity securities.


 


“Notes”
has the meaning set forth in Section 2.1(b).


 


“Notice Termination
Time” has the meaning set forth in Section 10.2.


 


“OFAC”
has the meaning set forth in Section 3.23.


 


“Offer Notice”
has the meaning set forth in Section 10.1.


 


“Organizational Documents”
has the meaning set forth in Section 3.3.


 


“Ordinary Shares”
means the ordinary shares of the Company, par value $0.018 per share.


 


“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.


 






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“Prepayment Right”
has the meaning set forth in Section 2.4.


 


“Press Release”
has the meaning set forth in Section 5.8.


 


“Principal Amounts”
has the meaning set forth in Section 2.1(b).


 


“Proceedings”
has the meaning set forth in Section 3.6.


 


“Prohibited Transaction”
means a transaction with a third party or third parties in which the Company issues or sells (or arranges or agrees to issue or sell):


 


(a) any
debt, equity or equity-linked securities (including options or warrants) that are convertible into, exchangeable or exercisable for, or
include the right to receive shares of the Company’s Capital Stock:


 


(i) at
a conversion, repayment, exercise or exchange rate or other price that is based on, and/or varies with, a discount to the future trading
prices of, or quotations for, Ordinary Shares; or


 


(ii) at
a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date after the initial
issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events (other than warrants
that may be repriced by the Company); or


 


(b) any securities in a
capital or debt raising transaction or series of related transactions which grant to an investor the right to receive additional
securities based upon future transactions of the Company on terms more favorable than those granted to such investor in such first
transaction or series of related transactions; and are deemed to include transactions generally referred to as at-the-market
transactions (ATMs) or equity lines of credit and stand-by equity distribution agreements, and convertible securities and loans
having a similar effect. Notwithstanding the foregoing, and for the avoidance of doubt, rights issuances, shareholder purchase
plans, Equity Plans, convertible securities, or issuances of Equity Interests, based on (and not lower than) the trading price of
the Ordinary Shares on the Trading Market but each at a fixed price per share, shall not be deemed to be a Prohibited
Transaction.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Investor Shares covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and
any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of
such Registration Statement or document.


 






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“Registration Statement”
means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Investor Shares pursuant
to the provisions of this Agreement, including the Prospectus and amendments and supplements to such Registration Statement, and including
post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required Minimum”
means, as of any date, the maximum aggregate number of Ordinary Shares then issued or potentially issuable in the future pursuant to the
Transaction Documents, including any Warrant Shares issuable upon exercise in full of all Warrants or Conversion Shares issuable upon
conversion in full of the Note, ignoring any conversion or exercise limits set forth therein.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“SEC Documents”
has the meaning set forth in Section 3.5(a).


 


“Second Closing”
has the meaning set forth in Section 2.2(b).


 


“Second Closing Date”
has the meaning set forth in Section 2.2(b).


 


“Second Closing Notice”
has the meaning set forth in Section 2.2(b).


 


“Second Funding Amount”
means an amount up to to Five Million Dollars ($5,000,000), as mutually agreed upon in writing by the Company and the Investor.


 


“Second Note”
has the meaning set forth in Section 2.1(b).


 


“Second Principal
Amount” has the meaning set forth in Section 2.1(b).


 


“Second Warrant”
has the meaning set forth in Section 2.1(b).


 


“Securities”
means the Notes, the Warrants and the Investor Shares.


 


“Securities Termination
Event” means either of the following has occurred:


 


(a) trading
in securities generally in the United States has been suspended or limited for a consecutive period of greater than three (3) Business
Days; or


 


(b) a
banking moratorium has been declared by the United States or the New York State authorities and is continuing for a consecutive period
of greater than three (3) Business Days.


 


“Shareholder Approval”
shall mean the approval of the holders of a majority of the Company’s outstanding voting Ordinary Shares: (a) if and to the extent
legally required, to amend the Company’s Memorandum and Articles of Association to increase the number of authorized Ordinary Shares
by at least the number of Ordinary Shares equal to the number of Ordinary Shares issuable hereunder, or (b) to ratify and approve all
of the transactions contemplated by the Transaction Documents, including the issuance of all of the Investor Shares (as such term is defined
in each of such documents) issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules
and regulations of the Trading Market (or any successor entity).


 






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“Subsequent Financing”
has the meaning set forth in Section 10.1.


 


“Subsidiaries”
and “Subsidiary” have the meaning set forth in Section 3.4(b).


 


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


 


“Trading Market”
means whichever of the New York Stock Exchange, NYSE American, 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.


 


“Transaction Documents”
means this Agreement, the Notes, the Warrants and any other documents or agreements executed or delivered in connection with the transactions
contemplated hereunder.


 


“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
at 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 OTCQB 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.


 


“Warrants”
has the meaning set forth in Section 2.1(b).


 


“Warrant Shares”
means the Ordinary Shares issuable upon exercise of the Warrants.


 


2.
PURCHASE AND SALE OF THE NOTES AND THE WARRANTS


 


2.1
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein:


 


(a) at
the First Closing, the Company shall issue and sell to the Investor,
and the Investor shall purchase from the Company, for the First Funding
Amount (a) a convertible promissory note, in the form attached
hereto as Exhibit A (the “First Note”),
in the principal amount of Five Million Eight Hundred Thousand Dollars ($5,800,000)
(the “First Principal Amount”) and (b) an Ordinary Shares purchase warrant, in the form attached hereto as Exhibit
B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire 1,146,789 Ordinary Shares
(the “First Warrant”).


 






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(b) at
the Second Closing, as applicable, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company,
for the Second Funding Amount, (a) a convertible promissory note, in the
form attached hereto as Exhibit C (the “Second
Note”, and together with the First Note, the “Notes”), in
the principal amount equal to 116% of the Second Funding Amount (the “Second Principal Amount”, and together
with the First Principal Amount, the “Principal Amounts”) and (b) an Ordinary Shares purchase warrant, in the form
attached hereto as Exhibit D, registered in the name of the Investor, pursuant to which the Investor shall have the right
to acquire an amount of Ordinary Shares equal to the Second Funding Amount divided by the average of the ten (10) daily VWAPs immediately
prior to the Second Closing Date (as defined below) multiplied by fifty percent (50%) (the “Second Warrant”, and together
with the First Warrant, the “Warrants”).


 


2.2 Closings.
The closings hereunder, including payment for and delivery of the Notes and the Warrants, as applicable, shall take place remotely via
the exchange of documents and signatures, as follows:


 


(a) the
closing of the offer and sale of the First Note and the First Warrant shall occur no later than ten (10) Business Days following the execution
and delivery of this Agreement, subject to satisfaction or waiver of the conditions set forth in Section 6, or at such other time
and place as the Company and the Investor agree upon, orally or in writing (the “First Closing”, and the date the First
Closing is completed being the “First Closing Date”).


 


(b) the
closing of the offer and sale of the Second Note and the Second Warrant shall occur no later than ten (10) Business Days following the
Company’s delivery to the Investor of an irrevocable written notice (the “Second Closing Notice”) in the form
attached hereto as Exhibit E, which Second Closing Notice must be delivered by December 1, 2022 subject to (i) satisfaction
or waiver of the conditions set forth in Section 6 and (ii) the mutual agreement of the Investor and the Company (each acting in
its sole discretion) to proceed with such second closing, or at such other time and place as the Company and the Investor agree upon,
in writing (the “Second Closing,” and together with the First Closing, the “Closings”, and the date
the Second Closing is completed being the “Second Closing Date”, and together with the First Closing Date, the “Closing
Dates”).


 


2.3 Commitment
Fee. At each Closing, as applicable, the Company shall pay to the Investor the Commitment Fee, in United States dollars and in immediately
available funds. The Commitment Fee shall be paid by being offset against the applicable Funding Amount payable by the Investor at each
such Closing, as applicable.


 






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2.4 Prepayment
Right. As set forth in the Note, in its sole discretion and upon giving the prior written notice set forth in the Note, the Company
will have the right to pre-pay the entire then-outstanding principal amount of the Note at any time (the “Prepayment Right”);
provided, that in the event that the Company elects to exercise its Prepayment Right, the Investor will have the option to convert
up to twenty-five percent (25%) of the Principal Amount of the Note, at a price per share equal to the lesser of the Repayment Share Price
or the Conversion Price (as each such term is defined in the Note).


 


2.5 Senior
Obligation. As an inducement for the Investor to enter into this Agreement and to purchase the Note, all obligations of the Company
pursuant to this Agreement and the Note shall be senior to all other existing Indebtedness and equity of the Company. Upon any Liquidation
Event (as defined in the Note), the Investor will be entitled to receive, before any distribution or payment is made upon, or set apart
with respect to, any Indebtedness of the Company or any class of shares in the capital of the Company, an amount equal to the Outstanding
Principal Amount (as defined in the Note).


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Investor and covenants
with the Investor that as of the applicable Closing Date, except as is set forth in the Disclosure Letter being delivered to the Investor
as of the date hereof and updated and delivered to the Investor as of the Second Closing Date, as applicable (the “Disclosure
Letter”), the following representations and warranties are true and correct:


 


3.1
Organization and Qualification. The Company is an exempted company duly incorporated and validly existing in good standing
under the Laws of the Cayman Islands and has the requisite corporate power and authority to own its properties and to carry on its business
as now being conducted. The Company is duly qualified to do business and is in good standing (if a good standing concept exists in such
jurisdiction) in every jurisdiction in which the ownership of its property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.


 


3.2
Authorization; Enforcement; Compliance with Other Instruments. The Company has the requisite corporate power and authority
to execute the Transaction Documents, to issue and sell the Notes and the Warrants pursuant hereto, and to perform its obligations under
the Transaction Documents, including issuing the Investor Shares on the terms set forth in this Agreement. The execution and delivery
of the Transaction Documents by the Company and the issuance and sale of the Securities pursuant hereto, including without limitation
the reservation of the Conversion Shares and the Warrant Shares for future insuance, have been duly and validly authorized by the Company’s
Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, its shareholders or any
other Person in connection therewith. The Transaction Documents have been duly and validly executed and delivered by the Company and
constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 






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3.3
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the issuance
and sale of the Notes and the Warrants hereunder will not (a) conflict with or result in a violation of the Company’s Memorandum
and Articles of Association or other organizational and governing documents (collectively, the “Organizational Documents”),
(b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material
default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any material agreement to which
the Company or any of the Subsidiaries is a party, or (c) subject to the making of the filings referred to in Section 5,
violate in any material respect any Law or any rule or regulation of the Trading Market applicable to the Company or any of the Subsidiaries
or by which any of their properties or assets are bound or affected. Assuming the accuracy of the Investor’s representations in
Section 4 and subject to the making of the filings referred to in Section 5, (i) no approval or authorization
will be required from any governmental authority or agency, regulatory or self-regulatory agency or other third party (including the
Trading Market) in connection with the issuance of the Notes and the Warrants and the other transactions contemplated by this Agreement
(including the issuance of the Conversion Shares upon conversion of the Notes and the Warrant Shares upon the exercise of the Warrants)
and (ii) the issuance of the Notes and the Warrants, and the issuance of the Conversion Shares upon the conversion of the Notes
and the Warrant Shares upon exercise of the Warrants will be exempt from the registration and qualification requirements under the 1933
Act and all applicable state securities Laws.


 


3.4
Capitalization and Subsidiaries.


 


(a) The
authorized Capital Stock of the Company consists of 2,000,000,000 Ordinary Shares. As of the close of business on September 30, 2021,
13,464,746 Ordinary Shares were issued and outstanding; and since September 30, 2021, and through the date of this Agreement, the Company
has issued 0 additional Ordinary Shares. As of September 30, 2021, (i) an aggregate of 945,735 Ordinary Shares are issuable upon exercise
of options granted under the Global Equity Incentive Plan, of which 18,576 shares were exercisable as of September 30, 2021 and no additional
shares are reserved for future issuance thereunder and (ii) 1,965,353 Ordinary Shares are reserved for issuance upon exercise of outstanding
warrants with exercise prices ranging from $1.25 to $25.6 per share. The Company has duly reserved up to 150,000 Ordinary Shares for issuance
upon conversion of the Notes and has reserved up to 243,344 Ordinary Shares for issuance under the Global Plan and 472,221 Ordinary Shares
issuable pursuant to performance rights. The Conversion Shares, when issued upon conversion of the Notes in accordance with their terms,
and the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be validly issued, fully
paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s
Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company.
The Company’s Memorandum and Articles of Association on file on the SEC’s EDGAR website are true and correct copies of the
Company’s Memorandum and Articles of Association as in effect as of the applicable Closing Date. The Company is not in violation
of any provision of its Organizational Documents.


 






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(b) Schedule
3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”).
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary (except for Guangzhou
Yimei Innovative Medical Science and Technology Co., Ltd. (G Medical China), where the Company holds 70% of the capital stock and other
equity interests of such Subsidiary). No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which
such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests.
Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing
concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now
being conducted.


 


(c) Neither
the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any
securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments
containing anti-dilution or similar provisions that will be triggered by the issuance of the Notes, the Warrants or the Investor Shares.
Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement.


 


(d) The
issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities, or to satisfy any
related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset
price of any outstanding securities.


 


(e) As
of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue all of the Investor
Shares that are or may become issuable without obtaining Shareholder Approval.


 


3.5
SEC Documents; Financial Statements.


 


(a) As
of the applicable Closing Date, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act for
the two years preceding the applicable Closing Date (or such shorter period
as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the applicable
Closing Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference
therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 






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(b) As
of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with International Financial Reporting Standards, and audited by a firm that is a member a member of
the Public Companies Accounting Oversight Board consistently applied, during the periods involved (except as may be otherwise indicated
in such financial statements or the notes thereto, or, in the case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company
as of the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the
Company to the Investor in connection with the Investor’s purchase of the Notes and the Warrants which is not included in the SEC
Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstance under which they are or were made, not misleading.


 


(c) The
Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) reasonable
controls to safeguard assets are in place and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.]


 


3.6
Litigation and Regulatory Proceedings. There are no material actions, causes of action, suits, claims, proceedings,
inquiries or investigations (collectively, “Proceedings”) before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of the Subsidiaries, threatened
against or affecting the Company or any of the Subsidiaries, the Ordinary Shares or any other class of issued and outstanding shares
of the Company’s Capital Stock, or any of the Company’s or the Subsidiaries’ officers or directors in their capacities
as such and, to the knowledge of the executive officers of the Company, there is no reason to believe that there is any basis for any
such Proceeding.


 


3.7
No Undisclosed Events, Liabilities or Developments. No event, development or circumstance has occurred or exists, or
to the knowledge of the executive officers of the Company is reasonably anticipated to occur or exist that (a) would reasonably be anticipated
to have a Material Adverse Effect or (b) would be required to be disclosed by the Company under applicable securities Laws on a registration
statement filed with the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has not been publicly announced.


 






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3.8
Compliance with Law. The Company and each of the Subsidiaries have conducted and are conducting their respective businesses
in compliance in all material respects with all applicable Laws and are in compliance in all material respects with the rules and regulations
of the Trading Market. The Company is not aware of any facts which could reasonably be anticipated to lead to have the effect of, delisting
the Ordinary Shares from the Trading Market, nor has the Company received any notification that the Trading Market is currently contemplating
terminating such listing.


 


3.9
Employee Relations. Neither the Company nor any Subsidiary is involved in any union labor dispute nor, to the knowledge
of the Company, is any such dispute threatened. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement.
No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s
employ or otherwise terminate such officer’s employment with the Company.


 


3.10
Intellectual Property Rights. The Company and each Subsidiary owns or possesses adequate rights or licenses to use
all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively, “IP Rights”)
necessary to conduct their respective businesses as now conducted. None of the material IP Rights of the Company or any of the Subsidiaries
are expected to expire or terminate within three (3) years from the date of this Agreement. Neither the Company nor any Subsidiary is
infringing, misappropriating or otherwise violating any IP Rights of any other Person. No claim has been asserted, and no Proceeding
is pending, against the Company or any Subsidiary alleging that the Company or any Subsidiary is infringing, misappropriating or otherwise
violating the IP Rights of any other Person, and, to the Company’s knowledge, no such claim or Proceeding is threatened, and the
Company is not aware of any facts or circumstances which might give rise to any such claim or Proceeding. The Company and the Subsidiaries
have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their material IP Rights.


 


3.11
Environmental Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect,
the Company and the Subsidiaries (a) are in compliance with any and all applicable Laws relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all permits,
licenses or other approvals required of them under all such Laws to conduct their respective businesses and (c) are in compliance with
all terms and conditions of any such permit, license or approval.


 


3.12
Title to Assets. The Company and the Subsidiaries have good and marketable title to all personal property owned by
them which is material to their respective businesses, in each case free and clear of all liens, encumbrances and defects. Any real property
and facilities held under lease by the Company or any Subsidiary are held under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
the Subsidiaries.


 






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3.13
Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the
businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries has been refused any
insurance coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers.


 


3.14
Regulatory Permits. The Company and the Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from all regulatory authorities and agencies necessary to own, lease or operate their respective properties and assets and
conduct their respective businesses, and neither the Company nor any Subsidiary has received any notice of Proceedings relating to the
revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations
or permits with respect to which the failure to hold would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


3.15
No Materially Adverse Contracts, Etc. Neither the Company nor any of the Subsidiaries is (a) subject to any charter,
corporate or other legal restriction, or any judgment, decree or order which in the judgment of the Company’s officers has or is
expected in the future to have a Material Adverse Effect or (b) a party to any contract or agreement which in the judgment of the Company’s
management has or would reasonably be anticipated to have a Material Adverse Effect.


 


3.16
Taxes. The Company and the Subsidiaries each has made or filed, or caused to be made or filed, all United States federal
and other material tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all taxes and
other governmental assessments and charges that are material in amount, required to be paid by it, regardless of whether such amounts
are shown or determined to be due on such returns, reports and declarations, except those being contested in good faith by appropriate
proceedings and for which it has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent
to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction.


 


3.17 Solvency.
After giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this Agreement (a) the Company’s
fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing
debts and other liabilities (including known contingent liabilities) as they mature; and (b) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company
does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash
to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that
it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction.


 






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3.18 Investment
Company. The Company is not, and is not an Affiliate of, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


3.19
Certain Transactions. Other than as disclosed in the SEC Documents, there are no contracts, transactions, arrangements
or understandings between the Company or any of its Subsidiaries, on the one hand, and any director, officer or employee thereof on the
other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s
Form 10-K or proxy statement pertaining to an annual meeting of shareholders.


 


3.20
No General Solicitation. Neither the Company, nor any of its Affiliates, nor any person acting on its behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale
of the Notes or the Warrants pursuant to this Agreement.


 


3.21
Acknowledgment Regarding the Investor’s Purchase of the Notes and the Warrants. The Company’s Board of
Directors has approved the execution of the Transaction Documents and the issuance and sale of the Notes and the Wartrants, based on
its own independent evaluation and determination that the terms of the Transaction Documents are reasonable and fair to the Company and
in the best interests of the Company and its shareholders. The Company is entering into this Agreement and is issuing and selling the
each of the Notes and the Warrants voluntarily and without economic duress. The Company has had independent legal counsel of its own
choosing review the Transaction Documents and advise the Company with respect thereto. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s length purchaser with respect to the Notes and the Warrants and the transactions contemplated
hereby and that neither the Investor nor any person affiliated with the Investor is acting as a financial advisor to, or a fiduciary
of, the Company (or in any similar capacity) with respect to execution of the Transaction Documents or the issuance of the Notes and
the Warrants or any other transaction contemplated hereby.


 


3.22
No Brokers’, Finders’ or Other Advisory Fees or Commissions. No brokers, finders or other similar advisory
fees or commissions will be payable by the Company or any Subsidiary or by any of their respective agents with respect to the issuance
of the Notes or any of the other transactions contemplated by this Agreement.


 


3.23 OFAC.
None of the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or person acting on behalf of the Company and/or any Subsidiary has been or is currently subject to any United States sanctions administered
by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”); and the Company will
not directly or indirectly use any proceeds received from the Investor, or lend, contribute or otherwise make available such proceeds
to its Subsidiaries or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make
any payments to, any country or person currently subject to any of the sanctions of the United States administered by OFAC.


 






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3.24 No
Foreign Corrupt Practices. None of the Company or any of the Subsidiaries has, directly or indirectly: (a) made or authorized any
contribution, payment or gift of funds or property to any official, employee or agent of any governmental authority of any jurisdiction
except as otherwise permitted under applicable Law; or (b) made any contribution to any candidate for public office, in either case, where
either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Foreign Corrupt Practices
Act or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar
subject matter applicable to the Company or its Subsidiaries and their respective operations and the Company has instituted and maintained
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.


 


3.25 Anti-Money
Laundering. The operations of each of the Company and the Subsidiaries are and have been conducted at all times in compliance with
all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction
in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental authority involving the Company or its Subsidiaries with respect to any of the
Money Laundering Laws is, to the knowledge of the Company, pending, threatened or contemplated.


 


3.26 Disclosure.
The Company confirms that neither it, nor to its knowledge, any other Person acting on its behalf has provided the Investor or its agents
or counsel with any information that the Company believes constitutes material, non-public information. The Company understands and confirms
that the Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All
disclosures provided to the Investor regarding the Company, its business and the transactions contemplated hereby, furnished by or on
behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct
in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


4.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor represents and warrants to the Company as follows:


 


4.1
Organization and Qualification. The Investor is a limited partnership, duly organized and validly existing in good
standing under the laws of the State of Delaware.


 


4.2
Authorization; Enforcement; Compliance with Other Instruments. The Investor has the requisite power and authority to
enter into this Agreement, to purchase the Notes and the Warrants and to perform its obligations under the Transaction Documents. The
execution and delivery of the Transaction Documents to which it is a party have been duly and validly authorized by the Investor’s
governing body and no further consent or authorization is required. The Transaction Documents to which it is a party have been duly and
validly executed and delivered by the Investor and constitute valid and binding obligations of the Investor, enforceable against the
Investor in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.


 






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4.3
No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by the Investor
and the purchase of the Notes and the Warrants by the Investor will not (a) conflict with or result in a violation of the Investor’s
organizational documents, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both,
would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
material agreement, contract, indenture mortgage, indebtedness or instrument to which the Investor is a party, or (c) violate in any
material respect any Law applicable to the Investor or by which any of the Investor’s properties or assets are bound or affected.
No approval or authorization will be required from any governmental authority or agency, regulatory or self-regulatory agency or other
third party in connection with the purchase of the Notes and the Warrants and the other transactions contemplated by this Agreement.


 


4.4
Investment Intent; Accredited Investor. The Investor is purchasing the Note and the Warrant for its own account, for
investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined
in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge,
sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of
(a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment
decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.


 


4.5No
Other Representations.Except for the representations and warranties set forth in this Agreement and in other Transaction Documents,
the Investor makes no other representations or warranties to the Company.


 


5.
OTHER AGREEMENTS OF THE PARTIES.


 


5.1 Legends,
etc.


 


(a) Securities
may only be disposed of pursuant to an effective registration statement under the 1933 Act, to the Company or pursuant to an available
exemption from or in a transaction not subject to the registration requirements of the 1933 Act, and in compliance with any applicable
state securities laws.


 


(b) Certificates
evidencing the Securities will contain the following legend, so long as is required by this Section 5.1(b) or Section 5.1(c):


 


[NEITHER THESE SECURITIES
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE 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. [THESE SECURITIES
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT SECURED BY SUCH SECURITIES.


 






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The Company acknowledges and
agrees that the Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities, in accordance
with applicable securities laws, pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required
under the terms of such agreement or account, the Investor may transfer pledged or secured Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a
subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the Company’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement
under Rule 424(b)(3) of the 1933 Act or other applicable provision of the 1933 Act to appropriately amend the list of selling shareholders
thereunder.


 


(c) Certificates
evidencing the Investor Shares shall not contain any legend (including the legend set forth in Section 5.1(b)): (i) while a Registration
Statement is effective under the 1933 Act, (ii) following any sale of such Investor Shares pursuant to Rule 144, (iii) while such Investor
Shares are eligible for sale without restriction under Rule 144(k), or (iv) if such legend is not required under applicable requirements
of the 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the SEC). The Company shall cause its counsel
to issue any legal opinion or instruction required by the Company’s transfer agent to comply with the requirements set forth in
this Section. At such time as a legend is no longer required for the Investor Shares under this Section 5.1(c), the Company will,
no later than three (3) Business Days following the delivery by the Investor to the Company or the Company’s transfer agent of a
certificate representing Investor Shares containing a restrictive legend (such third Business Day, the “Legend Removal Date”),
deliver or cause to be delivered to the Investor a certificate representing such Investor Shares that is free from all restrictive and
other legends. In addition to any other remedies available to the Investor, the Company shall pay to the Investor, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Investor Shares (based on the VWAP of the Ordinary Shares on the date such
Investor Shares are submitted to the Company or the Company’s transfer agent) delivered for removal of the restrictive or other
legend, $5 per Trading Day for each Trading Day after the Legend Removal Date until such Investor Shares are delivered without a legend. 
The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions
on transfer set forth in this Section except as it may reasonably determine are necessary or appropriate to comply or to ensure compliance
with those applicable laws that are enacted or modified after the Closing.


 






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5.2 Furnishing
of Information. As long as the Investor owns the Securities, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
the 1934 Act. As long as the Investor owns the Securities, if the Company is not required to file reports pursuant to such laws, it will
prepare and furnish to the Investor and make publicly available in accordance with Rule 144(c) such information as is required for the
Investor to sell the Investor Shares under Rule 144. The Company further covenants that it will take such further action as any holder
of the Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Investor Shares
without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 or other applicable exemptions.


 


5.3 Integration.
The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with
the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to
the Investor, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading
Market that would require, under the rules of the Trading Market, the Shareholder Approval.


 


5.4 Notification
of Certain Events. The Company shall give prompt written notice to the Investor of (a) the occurrence or non-occurrence of any
Event, the occurrence or non-occurrence of which would render any representation or warranty of the Company contained in this Agreement
or any other Transaction Document, if made on or immediately following the date of such Event, untrue or inaccurate in any material respect,
(b) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected
to have a Material Adverse Effect, (c) any failure of the Company to comply with or satisfy any covenant or agreement to be complied
with or satisfied by it hereunder or any Event that would otherwise result in the nonfulfillment of any of the conditions to the Investor’s
obligations hereunder, (d) any written notice or other written communication from any Person alleging that the consent of such Person
is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction
Document, or (e) any Proceeding pending or, to the Company’s knowledge, threatened against a party relating to the transactions
contemplated by this Agreement or any other Transaction Document.


 


5.5
Available Stock. The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive
rights, such number of Ordinary Shares as are issuable upon repayment or conversion in full of the Notes and exercise in full of the
Warrants at any time. If the Company determines at any time that it does not have a sufficient number of authorized Ordinary Shares to
reserve and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts
to increase the number of authorized Ordinary Shares by seeking Shareholder Approval for the authorization of such additional shares.


 






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5.6
Use of Proceeds. The Company will use the proceeds from the sale of the Note and the Warrants for general working capital
purposes and for the repayment of that certain convertible debenture dated April 7, 2021 issued to Joanathan B. Rubini in the principal
amount of $500,000.


 


5.7 Repayment
of Note. The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under
the Note other than cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. If
the Company or any Subsidiary issues any debt, including any subordinated debt or convertible debt (other than the Note), or any Preferred
Shares, other than Exempted Securities, unless otherwise waived in writing by and at the discretion of the Investor, the Company will
immediately utilize the proceeds of such issuance (or cause such Subsidiary to immediately utilize the proceeds of such issuance) to repay
the Note. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater
than $10,000,000, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the Investor,
the Company will direct 20% of such proceeds from such issuance to repay the Note. Any such repayment of the Note shall be made with a
5% premium.


 


5.8 Intercreditor
Agreement. In the event that the Company or any Subsidiary incurs debt or issues convertible debt securities to a seller as partial
consideration paid to such seller in connection with an Acquisition, unless otherwise waived in writing by the Investor, as a condition
to consummation of such Acquisition, the holder of such debt or convertible debt securities shall enter into an intercreditor agreement
with the Company and the Investor on terms reasonably satisfactory to the Investor.


 


5.9 Prohibited
Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions without the Investor’s prior
written consent, until the later of (a) thirty (30) days after such time as the Notes have been repaid in full, as applicable, and/or
have been converted into Conversion Shares and (b) the date on which the Investor ceases to hold any Ordinary Shares or have the right
to acquire any Ordinary Shares.


 


5.10 Securities
Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date
hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (the “Press Release”),
and shall, within ten (10) days following the date hereof, file a Report on Form 6-K (the “Form 6-K”) disclosing the
material terms of the transactions contemplated hereby and including this Agreement as an exhibit thereto; provided, that the Company
may not issue the Press Release without the Investor’s prior written consent. The Company shall provide a copy of the draft Form
6-K to the Investor for review prior to release and the Company shall incorporate the Investor’s reasonable comments. The Company
shall not issue any press release nor otherwise make any such public statement regarding the Investor or the Transaction Documents without
the prior written consent of the Investor, except if such disclosure is made in a manner consistent with the Press Release or Form 6-K,
or is required by law, in which case the Company shall (a) ensure that such disclosure is restricted and limited in content and scope
to the maximum extent permitted by Law to meet the relevant disclosure requirement and (b) provide a copy of the proposed disclosure to
the Investor for review prior to release and the Company shall incorporate the Investor’s reasonable comments. Following the execution
of this Agreement, the Investor and its Affiliates and/or advisors may place announcements on their respective corporate websites and
in financial and other newspapers and publications (including, without limitation, customary “tombstone” advertisements) describing
the Investor’s relationship with the Company under this Agreement in a manner consistent with the Press Release or Form 6-K and
including the name and corporate logo of the Company. Notwithstanding anything herein to the contrary, to comply with United States Treasury
Regulations Section 1.6011-4(b)(3)(i), each of the Company and the Investor, and each employee, representative or other agent of the Company
or the Investor, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment,
and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure insofar as such treatment
and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.


 






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5.11 Indemnification
of the Investor.


 


(a) The
Company will indemnify and hold the Investor, its Affiliates and their respective directors, officers, managers, shareholders, members,
partners, employees and agents and permitted successors and assigns (each, an “Investor Party”) harmless from any and
all damages, losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid
in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense (collectively, “Losses”)
that any such Investor Party may suffer or incur as a result of or relating to:


 


(i) any
breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document;


 


(ii) any
misrepresentation made by the Company in any Transaction Document or in any SEC Document;


 


(iii) any
omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the circumstances
under which they were made, not misleading;


 


(iv) any
Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or resulting from
the execution, delivery, performance or enforcement of any of the Transaction Documents or the consummation of the transactions contemplated
thereby, and whether or not the Investor is party thereto by claim, counterclaim, crossclaim, as a defendant or otherwise, or if such
Proceeding is based upon, or results from, any of the items set forth in clauses (i) through (iii) above.


 






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(b) In
addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other expenses
(including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses
are incurred.


 


(c) The
provisions of this Section 5.9 shall survive the termination or expiration of this Agreement.


 


5.12 Non-Public
Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the Investor
or its agents or counsel with any information that the Company believes constitutes material, non-public information. To the extent the
Company provides the Investor with material, non-public information, the Company shall publicly disclose such information within forty
eight (48) hours of providing the information to the Investor; provided, however, in the event that such material non-public information
is provided to Investor pursuant to Section 10, the Company shall publicly disclose such information within twenty (20) Business
Days of providing the information to the Investor. The Company understands and confirms that the Investor shall be relying on the foregoing
representation in effecting transactions in securities of the Company.


 


5.13 Shareholder
Approval. If required by the rules and regulations of the Trading Market or to otherwise fulfill any of its obligations under the
Transaction Documents, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders)
on or before the 60th calendar day following the date hereof for the purpose of obtaining the Shareholder Approval; provided, however,
such sixty (60) calendar days shall be increased to ninety (90) calendar days in the event the Company receives comments to its proxy
statement from the SEC, with the recommendation of the Board of Directors that such proposal be approved, and the Company shall solicit
proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and
all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval
at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the date the Shareholder
Approval is obtained.


 


5.14 Listing
of Securities. The Company shall: (a) in the time and manner required by each Trading Market on which the Ordinary Shares are listed,
prepare and file with such Trading Market a Listing of Additional Shares form covering the Investor Shares, (b) take all steps necessary
to cause such shares to be approved for listing on each Trading Market on which the Ordinary Shares are listed as soon as possible thereafter,
(c) provide to the Investor evidence of such Trading Market’s completion of review of the Listing of Additional Shares form, and
(d) maintain the listing of such shares on each such Trading Market.


 


5.15 Antitrust
Notification. If the Investor determines, in its sole judgment and upon the advice of counsel, that the issuance of the Notes, the
Warrants or the Investor 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 Investor 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.


 






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5.16 Change
of Prime Broker, Custodian. The Investor has informed the Company of the names of its prime broker and its share custodian. The Investor
shall notify the Company of any change in its prime broker or share custodian within three (3) Business Days of such change having taken
effect.


 


5.17 Share
Transfer Agent. The Company has informed the Investor of the name of its share transfer agent and represents and warrants that the
transfer agent participates in the Depository Trust Company Fast Automated Securities Transfer program. The Company shall not change its
share transfer agent without the prior written consent of the Investor.


 


5.18 Tax
Treatment. The Investor and the Company agree that for U.S. federal income tax purposes, and applicable state, local and non-U.S.
income tax purposes, the Note is not intended to be, and shall not be, treated as indebtedness. Neither the Investor nor the Company 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,
or any analogous provision of applicable state, local or non-U.S. law.


 


5.19 Set-Off.


 


(a) The
Investor may set off any of its obligations to the Company (whether or not due for payment), against any of the Company’s obligations
to the Investor (whether or not due for payment) under this Agreement and/or any other Transaction Document.


 


(b) The
Investor may do anything necessary to effect any set-off undertaken in accordance with this Section 5.16 (including varying the
date for payment of any amount payable by the Investor to the Company).


 


5.20 Ongoing
Compliance with Laws. The Company and each of the Subsidiaries shall (a) conduct their respective businesses in compliance in all
material respects with all applicable Laws and (b) take all steps necessary to ensure that their continued performance of the Transaction
Documents and their obligations thereunder do not violate in any material respect any Law or any rule or regulation of the Trading Market
applicable to the Company or any of the Subsidiaries or by which any of their properties or assets are bound or affected.


 


6. CLOSING
CONDITIONS


 


6.1 Conditions
Precedent to the Obligations of the Investor. The obligations of the Investor to fund each Note and acquire the Warrants are subject
to the satisfaction or waiver by the Investor, at or before each of the respective Closings, as applicable, of each of the following conditions:


 


(a) Required
Documentation. The Company must have delivered to the Investor (i) copies of all resolutions duly adopted by the Board of Directors
of the Company, or any such other documentation of the Company approving the Agreement, the Transaction Documents and any of the transactions
contemplated hereby or thereby;


 






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(b) Consents
and Permits. The Company must have obtained and delivered to the Investor copies of all necessary permits, approvals, and registrations
necessary to effect this Agreement, the Transaction Documents and any of the transactions contemplated hereby or thereby, including pursuant
to Section 3.14 of this Agreement;


 


(c) Trading
Market Approval. The Company shall have submitted a Listing of Additional Shares Notification Form with the Trading Market relating
to the issuance of the applicable Note, the applicable Warrant, and, upon conversion of the applicable Note, the applicable Conversion
Shares, and upon exercise of the applicable Warrant, the applicable Warrant Shares;


 


(d) No
Event(s) of Default. The Investor must be of the reasonable opinion that no Event of Default has occurred and no Event of Default
would result from the execution of this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby;


 


(e) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects
as of the date when made and as of each respective Closing Date as though made on and as of such date;


 


(f) Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by it at or prior to such Closing;


 


(g) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents;


 


(h) No
Suspensions of Trading in Ordinary Shares; Listing. Trading in the Ordinary Shares shall not have been suspended by the SEC or any
Trading Market (except for any suspensions of trading of not more than one day on which the Trading Market is open solely to permit dissemination
of material information regarding the Company) at any time since the date of execution of this Agreement, and the Ordinary Shares shall
have been at all times since such date listed for trading on a Trading Market;


 


(i) Limitation
on Beneficial Ownership. The issuance of the applicable Note and the applicable Warrant shall not cause the Investor Group 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
of the Equity Interests of such class that are outstanding at such time;


 






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(j) Funds
Flow Request. The Company shall have delivered to the Investor a flow of funds request, substantially in the form set out in Exhibit
F.


 


6.2 Conditions
Precedent to the Obligations of the Company. The obligations of the Company to issue each Note and each Warrant are subject to the
satisfaction or waiver by the Company, at or before each of the respective Closings, as applicable, of each of the following conditions:


 


(a) Representations
and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in all material respects
as of the date when made and as of each respective Closing Date as though made on and as of such date;


 


(b) Performance.
The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the applicable Closing; and


 


(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


7. EVENTS
OF DEFAULT


 


7.1 Events
of Default. The occurrence of any of the following events shall be an “Event of Default” under this Agreement:


 


(a) an
Event of Default (as defined in the applicable Note);


 


(b) any
of the representations or warranties made by the Company or any of its agents, officers, directors, employees or representatives in any
Transaction Document or public filing being inaccurate, false or misleading in any material respect, as of the date as of which it is
made or deemed to be made, including as of any Closing Date, or any certificate or financial or other written statements furnished by
or on behalf of the Company to the Investor or any of its representatives, is inaccurate, false or misleading, in any material respect,
as of the date as of which it is made or deemed to be made, including as of any Closing Date; or


 


(c) a
failure by the Company to comply with any of its covenants or agreements set forth in this Agreement, including those set forth in Section
9.


 






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7.2 Investor
Right to Investigate an Event of Default. If in the Investor’s reasonable opinion, an Event of Default has occurred, or is or
may be continuing:


 


(a) the
Investor may notify the Company that is wishes to investigate such purported Event of Default;


 


(b) the
Company shall cooperate with the Investor in such investigation;


 


(c) the
Company shall comply with all reasonable requests made by the Investor to the Company in connection with any investigation by the Investor
and shall (i) provide all information requested by the Investor in relation to the Event of Default to the Investor; provided that the
Investor agrees that any materially price sensitive information and/or non-public information will be subject to confidentiality, and
(ii) provide all such requested information within three (3) Business Days of such request; and


 


(d) the
Company shall pay all reasonable costs incurred by the Investor in connection with any such investigation.


 


7.3 Remedies
Upon an Event of Default


 


(a) If
an Event of Default occurs pursuant to Section 7.1(a), the Investor shall have such remedies as are set forth in the applicable
Note.


 


(b) If
an Event of Default occurs pursuant to Section 7.1(b) or Section 7.1(c) and is not remedied within (i) three (3) Business
Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c), or (ii) five (5) Business
Days for an Event of Default occurring pursuant to Section 7.1(b), the Investor may declare, by notice to the Company, effective
immediately, all outstanding obligations by the Company under the Transaction Documents to be immediately due and payable in immediately
available funds and the Investor shall have no obligation to consummate any Closing under this Agreement or to accept the conversion of
any Note into Conversion Shares.


 


(c) If
any Event of Default occurs and is not remedied within (i) three (3) Business Days for an Event of Default occurring by the Company’s
failure to comply with Section 7.1(c), or (ii) five (5) Business Days for an Event of Default occurring pursuant to Section
7.1(b), the Investor may, by written notice to the Company, terminate this Agreement effective as of the date set forth in the Investor’s
notice.


 






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8. TERMINATION


 


8.1 Events
of Termination. This Agreement:


 


(a) may
be terminated:


 


(i) by
the Investor on the occurrence or existence of a Securities Termination Event or a Change of Control;


 


(ii) by
the mutual written consent of the Company and the Investor, at any time;


 


(iii) by
either Party, by written notice to the other Party, effective immediately, if the applicable Closing has not occurred within ten (10)
Business Days of the date specified by this Agreement or such later date as the Company and the Investor agree in writing, provided that
the right to terminate this Agreement under this Section 8.1(a)(iii) is not available to any party that is in material breach of
or material default under this Agreement or whose failure to fulfill any obligation under this Agreement has been the principal cause
of, or has resulted in the failure of the applicable Closing to occur; or


 


(iv) by
the Investor, in accordance with Section 7.3(c).


 


8.2 Automatic
Termination. This Agreement will automatically terminate, without further action by the parties, at the time after the Second Closing
Date or the notice period for delivery of the Second Closing Notice pursuant to Section 2.2(b) has expired that the applicable
Principal Amount outstanding under all of the Notes outstanding and any accrued but unpaid interest is reduced to zero (0), whether as
a result of Conversion or repayment by the Company in accordance with the terms of this Agreement and the Notes.


 


8.3 Effect
of Termination.


 


(a) Subject
to Section 8.3(b), each party’s right of termination under Section 8.1 is in addition to any other rights it may have
under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies.


 


(b) If
the Investor terminates this Agreement under Section 8.1(a)(i):


 


(i) the
Investor may declare, by notice to the Company, all outstanding obligations by the Company under the Transaction Documents to be due and
payable (including, without limitation, the immediate repayment of any Principal Amounts outstanding under the Notes plus accrued but
unpaid interest) without presentment, demand, protest or any other notice of any kind all of which are expressly waived by the Company,
anything to the contrary contained in this Agreement or in any other Transaction Document notwithstanding; and


 


(ii) the
Company must within five (5) Business Days of such notice being received, pay to the Investor in immediately available funds the outstanding
Principal Amounts for the Notes plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result
of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the Investor is not prohibited
by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Notes, (B) the Investor actually exercises
its conversion rights under this Agreement or the Notes, and (C) the Company otherwise complies in all respects with its obligation to
issue Conversion Shares in accordance with the Notes (which obligation will survive termination).


 






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(c) Upon
termination of this Agreement, the Investor will not be required to fund any further amount after the date of termination of the Agreement,
provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the Company to pay or
repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination.


 


(d) Nothing
in this Agreement will be deemed to release any party from any liability for any breach by such party of the terms and provisions of this
Agreement or to impair the right of any party to compel specific performance by any other Party of its obligations under this Agreement.


 


9. REGISTRATION
RIGHTS


 


9.1 Registration.


 


(a) Registration
Statement. Promptly, but in any event no later than forty-five (45) days from the date of this Agreement, the Company shall prepare
and file with the SEC a Registration Statement covering the resale of all of the Investor Shares. The foregoing Registration Statement
shall be filed on Form F-1 or any successor forms thereto. The Registration Statement (and each amendment or supplement thereto, and each
request for acceleration of effectiveness thereof) shall be provided to the Investor and its counsel at least five (5) Business Days prior
to its filing or other submission and the Company shall incorporate all reasonable comments provided by the Investor or its counsel.


 


(b) Expenses.
Except as otherwise expressly provided herein, the Company will pay all fees and expenses incident to the performance of or compliance
with this Section 9, including all fees and expenses associated with effecting the registration of the Investor Shares, including
all filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Investor
Shares for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Investor and the Investor’s
reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals with respect to the Investor Shares being sold.


 


(c) Effectiveness.
The Company shall use its best efforts to have the Registration Statement declared effective as soon as practicable after filing thereof
but in no event later than the date that is ninety (90) days following the Closing Date. The Company shall notify the Investor by e-mail
as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective and
shall simultaneously provide the Investor with copies of any related Prospectus to be used in connection with the sale or other disposition
of the securities covered thereby.


 






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(d) Piggyback
Registration Rights. If the Company at any time determines to file a registration statement under the 1933 Act to register the offer
and sale, by the Company, of Ordinary Shares (other than (x) on Form S-4 or Form S-8 under the 1933 Act or any successor forms thereto,
(y) an at-the-market offering, or (z) a registration of securities solely relating to an offering and sale to employees or directors of
the Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company shall, as soon as reasonably
practicable, give written notice to the Investor of its intention to so register the offer and sale of Ordinary Shares and, upon the written
request, given within five (5) Business Days after delivery of any such notice by the Company, of the Investor to include in such registration
the Investor Shares (which request shall specify the number of Investor Shares proposed to be included in such registration), the Company
shall cause all such Investor Shares to be included in such registration statement on the same terms and conditions as the Ordinary Shares
otherwise being sold pursuant to such registered offering.


 


9.2 Company
Obligations. The Company will use its efforts to effect the registration of the Investor Shares in accordance with the terms hereof,
and pursuant thereto the Company will, as expeditiously as possible:


 


(a) use
its commercially reasonable efforts to cause the Registration Statement to become effective and to remain continuously effective for a
period that will terminate upon the first date on which all Investor Shares are either covered by the Registration Statement or may be
sold without restriction, including volume or manner-of-sale restrictions, pursuant to Rule 144 or have been sold by the Investor (the
“Effectiveness Period”) and advise the Investor in writing when the Effectiveness Period has expired;


 


(b) prepare
and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933
Act and the 1934 Act with respect to the distribution of all of the Investor Shares covered thereby;


 


(c) provide
copies to and permit counsel designated by the Investor to review all amendments and supplements to the Registration Statement no fewer
than three (3) Business Days prior to its filing with the SEC and not file any document to which such counsel reasonably objects;


 


(d) furnish
to the Investor and its legal counsel, without charge, (i) promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the
case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment
or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence
from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which
contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including
a preliminary prospectus, and all amendments and supplements thereto and such other documents as the Investor may reasonably request in
order to facilitate the disposition of the Investor Shares that are covered by the related Registration Statement;


 






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(e) immediately
notify the Investor of any request by the SEC for the amending or supplementing of the Registration Statement or Prospectus or for additional
information;


 


(f) use
its commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such
order is issued, obtain the withdrawal of any such order at the earliest possible moment and notify the Company of the issuance of any
such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose;


 


(g) prior
to any public offering of Investor Shares, use its commercially reasonable efforts to register or qualify or cooperate with the Investor
and its counsel in connection with the registration or qualification of such Investor Shares for offer and sale under the securities or
blue sky laws of such jurisdictions requested by the Investor and do any and all other commercially reasonable acts or things necessary
or advisable to enable the distribution in such jurisdictions of the Investor covered by the Registration Statement and the Company shall
promptly notify the Investor of any notification with respect to the suspension of the registration or qualification of any of such Investor
Shares for sale under the securities or blue sky laws of such jurisdictions or its receipt of notice of the initiation or threat of any
proceeding for such purpose;


 


(h) immediately
notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event
as a result of which, the Registration Statement or Prospectus includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in light
of the circumstances in which they were made), and promptly prepare, file with the SEC and furnish to such holder a supplement to or an
amendment of such Registration Statement or Prospectus as may be necessary so that such Registration Statement or Prospectus shall not
include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of such Prospectus, in light of the circumstances in which they were made);


 


(i) otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934
Act;


 






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(j) hold
in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to complete
the Registration Statement or to avoid or correct a misstatement or omission in the Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement, and upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information; and


 


(k) take
all other reasonable actions necessary to expedite and facilitate disposition by the Investor of all Investor Shares pursuant to the Registration
Statement.


 


9.3 Indemnification.


 


(a) Indemnification
by the Company. The Company will indemnify and hold harmless the Investor Parties, from and against any Losses to which they may become
subject under the 1933 Act or otherwise, arising out of, relating to or based upon: (i) any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, any preliminary Prospectus, final Prospectus or other document, including
any Blue Sky Application (as defined below), or any amendment or supplement thereof or any omission or alleged omission of a material
fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading
or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading; (ii) any Blue Sky Application or other document executed by the Company
specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order
to qualify any or all of the Investor Shares under the securities laws thereof (any such application, document or information herein called
a “Blue Sky Application”); (iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the
1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents
and relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor
Shares pursuant to any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration
Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake
such registration or qualification on the Investor’s behalf and will reimburse the Investor Indemnified Parties for any legal or
other expenses reasonably incurred by them in connection with investigating, preparing or defending any such Losses; provided,
however, that the Company will not be liable in any such case if and to the extent, but only to the extent, that any such Losses
arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
information furnished by the Investor or any such controlling Person in writing specifically for use in such Registration Statement or
Prospectus.


 






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(b) Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim, action, suit or proceeding with respect to which it seeks indemnification following such Person’s receipt of,
or such Person otherwise become aware of, the commencement of such claim, action, suit or proceeding and (ii) permit such indemnifying
party to assume the defense of such claim, action, suit or proceeding with counsel reasonably satisfactory to the indemnified party; provided,
however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate
in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying
party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its
counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the
Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided,
further, that the failure or delay of any indemnified party to give notice as provided herein shall not relieve the indemnifying
party of its obligations hereunder, except to the extent that such failure or delay to give notice shall materially adversely affect the
indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection
with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for
all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 


(c) Contribution.
If for any reason the indemnification provided for in the preceding paragraph (a) is unavailable to an indemnified party or insufficient
to hold it harmless, other than as expressly specified therein, the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnified
party and the indemnifying party, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation.
The indemnity and contribution agreements contained in this Section are in addition to any other rights or remedies that any indemnified
party may have under applicable law, by separate agreement or otherwise.


 






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10. RIGHTS
TO FUTURE STOCK ISSUANCES. Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any
time prior to the first anniversary of any Closing, the Company proposes to offer or sell any New Securities (a “Subsequent Financing”),
the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities. The Investor shall
be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its
Affiliates.


 


10.1 The
Company shall give notice (the “Offer Notice”) to the Investor, stating (a) its bona fide intention to offer such New
Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer
such New Securities.


 


10.2 By
notification to the Company within two (2) days after the date the Offer Notice is given (the “Notice Termination Time”),
the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to ten percent
(10%) of such New Securities. If the Company receives no such notice from the Investor as of such Notice Termination Time, the Investor
shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. The closing of any sale
to the Investor pursuant to this Section 10 shall occur no later than the date of initial sale of New Securities pursuant to Section 10.3.


 


10.3 The
Company may, during the five (5) day period following the expiration of the period provided in Section 10.2, offer and sell the
remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree
than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such
period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be
deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section
10.


 


10.4 The
right of first offer in this Section 10 shall not be applicable to Exempted Securities, or any New Securities registered for sale
under the 1933 Act.


 


11. GENERAL
PROVISIONS


 


11.1
Fees and Expenses. Prior to the date of this Agreement, the Company has paid Morgan, Lewis & Bockius LLP $25,000.
At the First Closing, to the extent actually incurred, the Company shall reimburse the Investor up to an additional $55,000 of due diligence
costs and reasonable fees and disbursements of Morgan, Lewis & Bockius LLP and Walkers (Cayman) LLP in connection with the preparation
of the Transaction Documents, it being understood that neither Morgan, Lewis & Bockius LLP nor Walkers (Cayman) LLP has rendered
any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has relied for such matters
on the advice of its own counsel. Further, at the First Closing, the Company shall pay to McDermott Will & Emery LLP, counsel to
the Company, such amount as set forth in Exhibit F, in connection with the transactions contemplated by this Agreement
and related matters. All fees to be paid referenced above shall be offset against the First Funding Amount of Lind Global Fund II LP
and paid directly by Lind Global Fund II LP to each of Morgan, Lewis & Bockius LLP and McDermott Will & Emery LLP, as applicable.
Except as specified above, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction
Documents. The Company shall pay all stamp and other taxes and duties levied in connection with the sale of the Nots and the Warrants.
Any additional fees and expenses incurred in connection with the Second Closing, as applicable, shall be mutually agreed upon by the
Investor and the Company and paid in a manner consistent with this Section 11.1.


 






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11.2 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 address for such notices and communications shall be as follows:


 


If to the Company:


 


G Medical Innovations Ltd.

5 Oppenheimer St.


Rehovot 7670105 Israel


Telephone: +972.544.33.8822

Email: yacovg@gmedinnovations.com

Attention: Dr. Yacov Geva


 


With a copy (which shall not constitute
notice) to:


 


McDermott Will & Emery LLP


One Vanderbilt Avenue


New York, NY 10017-3852


Email: dhuberman@mwe.com


Attention: David Huberman, Esq.


 


If to the Investor:


 


Lind Global Fund II LP

c/o The Lind Partners LLC

444 Madison Avenue, Floor 41

New York, NY 10022

Telephone: (646) 395-3931

Email: jeaston@thelindpartners.com and


   notice@thelindpartners.com

Attention: Jeff Easton


 


With a copy (which shall not constitute
notice) to:


 


Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

Telephone: (617) 341-7269

Email: bryan.keighery@morganlewis.com

Attention: Bryan S. Keighery


 


or such other address as may be designated in
writing hereafter, in the same manner, by such Person.


 






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11.3
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope
or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to
the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be
affected or impaired thereby.


 


11.4
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.


 


11.5
Jurisdiction and Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement 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 Investor 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.


 


11.6
WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS.


 


11.7 Survival.
The representations, warranties, agreements and covenants contained herein shall survive the Closings and the delivery of the Securities.


 


11.8
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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11.9
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed
by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement 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.


 


11.10 Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof. The language used in this Agreement 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 Agreement 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 Agreement or any of the Transaction Documents.


 


11.11
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the
Company and the Investor and their respective successors and assigns. The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Investor. The Investor may assign any or all of its rights under this Agreement to
any Person to whom the Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions hereof that apply to the “Investor” and such transferee is an accredited
investor.


 


11.12 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


11.13
Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


11.14
Counterparts. This Agreement may be executed in two identical counterparts, both of which shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Signature
pages delivered by facsimile or e-mail shall have the same force and effect as an original signature.


 


11.15 Specific
Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the Investor for a breach
by the Company of this Agreement and the Investor may seek an injunction or an order for specific performance from a court of competent
jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b) the Investor has reason to believe
that the Company will not comply with this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned
have executed this Securities Purchase Agreement as of the date first set forth above.


 


	COMPANY:	 	INVESTOR:
	 	 	 	 	 
	G MEDICAL INNOVATIONS HOLDINGS LTD.	 	Lind GLOBAL FUND II LP
	 	 	 	 	 
	By:	/s/ Yacov Geva	 	By:	/s/ Jeff Easton
	Name: 	Dr. Yacov Geva	 	Name: 	Jeff Easton
	Title:	Chief Executive Officer	 	Title:	Managing Member of Lind Global
	 	 	 	 	Partners II LLC, General Partner




 


[Signature Page of Securities Purchase Agreement]


 




     


     


    

 


EXHIBIT A


 


FORM OF FIRST NOTE


 


[See attached]


 




     


     


    

 


EXHIBIT B


 


FORM OF FIRST WARRANT


 


[See attached]


  




     


     


    

 


EXHIBIT C


 


FORM OF SECOND NOTE


 


[See attached]


 




     


     


    

 


EXHIBIT D


 


FORM OF SECOND WARRANT


 


[See attached]


 




     


     


    

 


 


EXHIBIT E


 


FORM OF SECOND CLOSING NOTICE


 


[See attached]