Erin Catherine Carter - 31 Dec 2023 Form 4 Insider Report for Glucotrack, Inc. (GCTK)

Footnote F1

On July 18, 2024, the reporting person purchased a convertible promissory note in the principal amount of $50,000 (the "Note"). The Note bears simple interest at the rate of eight percent (8%) per annum and is due and payable in cash on the earlier of: (a) the twelve (12) month anniversary of Note, or (b) the date of closing of a Qualified Financing (defined below) (the "Maturity Date").

Footnote F2

If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Note (the "Note Balance"), as of the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $500,000 (excluding indebtedness converted in such financing) (a "Qualified Financing"), will automatically be converted into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per share shall not be lower than $31.20 (the "Floor Price").

Footnote F3

On November 14, 2024, the issuer completed a Qualified Financing and all outstanding principal and accrued but unpaid interest on the Note converted into common stock, par value $0.001 per share (the "Common Stock") at the Floor Price.

Footnote F4

On November 14, 2024, in connection with the conversion of the Note, the reporting person was issued Series A common warrants (the "Series A Common Warrants") to purchase Common Stock and Series B common warrants (the "Series B Common Warrants") to purchase Common Stock, each with an exercise price of $5.60 per share; provided that, at any time while the Series B Common Warrants are outstanding, the holder could exercise the Series B Common Warrants on a cashless basis pursuant to an alternate cashless exercise option, pursuant to which the holder of the Series B Common Warrant had the right to receive an aggregate number of shares of Common Stock equal to the product of (i) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise rather than a cashless exercise of the Series B Common Warrant and (ii) 3.0 (the "Alternative Cashless Exercise").

Footnote F5

On March 12, 2025, the reporting person effected an Alternative Cashless Exercise of the Series B Common Warrants and exercised the warrants on a cashless basis via a warrant exchange for 15,435 shares of Common Stock.