This is from the most recent F1 on the 15th of June 2021. AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF G MEDICAL INNOVATIONS
LOCK UP OF RESTRICTED SHARES
(a)In connection with the Company’s admission to the Nasdaq Capital Market (or other exchange operated by Nasdaq) (“Nasdaq”) and notwithstanding any other provision of these Articles, any Share in issue immediately prior to the initial admission of the Company’s Shares or Interests to Nasdaq (each a “Restricted Share”) shall not be transferred or otherwise disposed of during a period of twelve (12) months from the date on which the trading of Shares or Interests on Nasdaq first commences (the “Lock-Up Period”). The restriction contained in this Article does not apply to any new Shares issued on or following the admission of the Company’s Shares or Interests to Nasdaq.
(b)During the Lock-Up Period, the Restricted Shares shall carry equal rights and rank pari passu with the Unrestricted Shares in all respects other than as set out in this Article 11, and holders of Restricted Shares and Unrestricted Shares shall, at all times, vote together as a single class on all matters submitted to a vote for Members’ consent. On expiry of the Lock-Up Period,each Restricted Share shall be automatically converted and re-designated as anUnrestricted Share, and shall carry equal rights and rank pari passu with the Unrestricted Shares in all respects.
(c)The Company shall refuse to acknowledge a disposal (including registering a transfer) of Restricted Shares during the Lock-Up Period.
