Nano Vibronix, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc.
Common Stock Purchase Warrant • August 7th, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NanoVibronix, Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 7th, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ___________, 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc.
Security Agreement • September 1st, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______________, 202[ ]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NanoVibronix, Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 1st, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2023, between NanoVibronix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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NanoVibronix, Inc. 1,794,783 Shares of Common Stock (par value $0.001 per share) Amended and Restated Underwriting Agreement
Underwriting Agreement • September 24th, 2020 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

NanoVibronix, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,794,783 shares of its common stock, par value $0.001 per share (the “Shares”). The 1,794,783 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 269,217 Shares as provided in Section 2. The additional 269,217 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the exte

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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • October 31st, 2017 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WARRANT AGENCY AGREEMENT, dated as of [______], 2017 (“Agreement”), between NanoVibronix, Inc., a Delaware corporation (the “Company”) and VStock Transfer, LLC (the “Warrant Agent”).

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NANOVIBRONIX, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2017 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

The undersigned, NanoVibronix, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters, if any, being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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UNDERWRITER COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc.
Security Agreement • August 26th, 2020 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 24, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NanoVibronix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.

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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc.
Placement Agent Agreement • September 1st, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NanoVibronix, Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of July 5, 2023, as amended, by and between the Company and H.C. Wainwright & Co., LLC.

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PREFUNDED COMMON STOCK PURCHASE WARRANT NanoVibronix, Inc.
Prefunded Common Stock Purchase Warrant • August 7th, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from NanoVibronix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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INDEMNITY AGREEMENT
Indemnity Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Indemnity Agreement, dated as of [Date], is made by and between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and [Name of Indemnity] (the “Indemnitee”), to be effective upon the occurrence of a Reporting Event (as defined below).

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT NANOVIBRONIX, INC.
Nonqualified Stock Option Agreement • March 30th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
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FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 30th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
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OPTION CANCELLATION AND RELEASE AGREEMENT
Option Cancellation and Release Agreement • December 4th, 2023 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Michael Ferguson (the “Participant”), effective as of November 29, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Plan (defined below).

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FOURTEENTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 9th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS FOURTEENTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 11, 2014, by and among NanoVibronix, Inc., a Delaware corporation (the “Company”), and Globis Capital Partners, L.P. (the “Investor”).

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FORM OF RESTRICTED STOCK AWARD AGREEMENT NANOVIBRONIX, INC.
Restricted Stock Award Agreement • March 30th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
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SIXTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SIXTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 6, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and Globis Overseas Fund, Ltd. (the “Investor”).

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WARRANT AGREEMENT NanoVibronix, Inc. and VStock Transfer, LLC, as Warrant Agent WARRANT AGREEMENT
Warrant Agreement • June 23rd, 2014 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2014, is by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a _______________________, as Warrant Agent (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2024 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 20, 2024, and is entered into by and between Brian Murphy (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 31st, 2019 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2019, by and among NanoVibronix, Inc., a Delaware corporation with headquarters located at 525 Executive Boulevard Elmsford, New York 10523 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).

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NANOVIBRONIX, INC. _______ Units, each consisting of One Share of Common Stock, $0.001 par value and One Warrant to Purchase One Share of Common Stock, $0.001 par value FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2014 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

NanoVibronix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”), an aggregate of [___________] units (the “Underwritten Units”) of the Company’s securities. The Company has granted the Underwriters the option to purchase an aggregate of up to ___________ additional units (the “Additional Units” and collectively with the Underwritten Units, the “Units”) as may be necessary to cover over-allotments made in connection with the offering. Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”). Each Warrant entitles the holder to purchase one share of Common Stock. The Units, the shares of Common Stock underlying the Units (the “Shares”), the Warrants and

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FORM OF CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, subject to the terms contained herein, the undersigned, Nano Vibronix, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of the investor set forth above (the “Investor”), the amount stated above (the “Principal Amount”) plus interest thereon calculated from the date hereof until paid in full at the annual rate of ten percent (10%), compounded annually. The Company shall pay the unpaid Principal Amount and interest accrued hereunder in lawful money of the United States in full on demand on the earlier of an “Event of Default” (as defined below) or November 15, 2014 (the “Maturity Date”), unless it has been previously converted pursuant to Section. hereof, in which case all outstanding principal and accrued interest under this Note will be satisfied in full by virtue of such conversion. This Note is one of the convertible promissory notes issued by the Company in connection with its issuance of approximately $1,537,000 of convertible pr

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WARRANT AGREEMENT NanoVibronix, Inc. and VStock Transfer, LLC., as Warrant Agent WARRANT AGREEMENT
Warrant Agreement • May 12th, 2014 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2014, is by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a _______________________, as Warrant Agent (the “Warrant Agent”).

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Void after November 15, 2018 Warrant No. ________
Warrant Agreement • April 30th, 2014 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933. This Warrant and such shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act. This Warrant and such shares may not be transferred except upon the conditions specified in this Warrant, and no transfer of this Warrant or such shares shall be valid or effective unless and until such conditions shall have been complied with.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2024 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 20, 2024, and is entered into by and between Stephen Brown (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

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License Agreement between AC Engineering Ltd. Jerusalem, Israel 97552 hereinafter referred to as and NanoVibronix Inc. Melville, NY 11747 hereinafter referred to as
License Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This License Agreement (the “Agreement”) is made and entered into this 11th day of December 2011 (the “Effective Date”) by and between NanoVibronix Inc., located at 105 Maxess Road, Suite 5124, Melville, NY 11747 , and its affiliates, (“NV”), and AC Engineering Ltd. an Israeli Company, located at 11 Netivei Am, Jerusalem, Israel 97552 (“AC”).

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CONSULTING AGREEMENT
Consulting Agreement • March 25th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of February 25, 2014 (the “Effective Date”), by and between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and AYTA Consulting, LLC, a New York limited liability company (“AYTA”).

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NANO VIBRONIX, INC. FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS
Subscription Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS (this “Amendment”) dated as of November 14, 2011 between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this agreement as investors (collectively, the “Investors”).

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NANO VIBRONIX, INC. FORM OF SUBSCRIPTION AGREEMENT CONVERTIBLE PROMISSORY NOTES
Subscription Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of November __, 2011, between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this agreement as investors (collectively, the “Investors”).

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Void after November 15, 2018 Warrant No. ________
Warrant Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933. This Warrant and such shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act. This Warrant and such shares may not be transferred except upon the conditions specified in this Warrant, and no transfer of this Warrant or such shares shall be valid or effective unless and until such conditions shall have been complied with.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2020 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 5, 2020 and is entered into by and between Stephen Brown (the “Executive”) and NanoVibronix, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

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NANO VIBRONIX, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 25th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
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EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 2, 2014 and is entered into by and among Shay Ashkenazy (the “Executive”), Nano Vibronix, Inc., a Delaware corporation (the “Company”), and its wholly-owned Israeli subsidiary, NanoVibronix Ltd., (“NanoVibronix”), a company organized under the laws of the State of Israel. The Company and NanoVibronix are referred to herein collectively as the “Companies.” The Companies and the Executive shall be referred to herein as the “Parties.”

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LICENSE AGREEMENT
License Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This LICENSE AGREEMENT (“Agreement”), effective as of October 26, 2003, (the “EFFECTIVE DATE”) by and between PIEZO-TOP LTD, private company no. 51-248336-3 a lawfully incorporated Israeli private company with its principal offices located at 47 Hataasiah St. Tel-Hanan, Israel (“PIEZO-TOP”), PMG MEDICA LTD, private company no 51-280771-0, a lawfully incorporated Israeli private company with its principal offices located at 47 Hataasiah St. Tel-Hanan, Israel (“PMG”) and NANO-VIBRONIX INC. a lawfully incorporated Delaware company with its principal offices located at Cedarhurst, NY USA (“NANO-VIBRONIX”).

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