LICENSE AGREEMENT This License Agreement (the "Agreement") is made and entered into on October 28, 1999 by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation whose business address is 1840 West Avenue, Miami Beach, Florida 33139...License Agreement • March 14th, 2000 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 10th, 2013 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
This Stock Purchase Agreement is dated as of April 8, 2013 (this “Agreement”), between Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
NOTE AND SECURITY AGREEMENTNote and Security Agreement • April 6th, 2010 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
FOR VALUE RECEIVED, NON-INVASIVE MONITORING SYTEMS, INC., a Florida corporation with offices at 4400 Biscayne Boulevard, Miami, Florida 33137 (“NIMS” or “Borrower”), pursuant to this Note and Security Agreement (this “Note”) dated as of March 31, 2010, hereby promises to pay to FROST GAMMA INVESTMENTS TRUST (“Frost Gamma”), and HSU GAMMA INVESTMENTS, L.P., a Delaware limited partnership (“Hsu Gamma” and, together with Frost Gamma, “Lender”), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $1,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the “Loan”) made to Borrower by Lender pursuant to this Note, and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in this Note. Frost Gamma will fund an aggregate amount equal to 50.00% of the Loan, and Hsu Gamma will fund an aggregate amount equal to 50.00% of the Loa
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 4th, 2008 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus
This Separation Agreement and General Release (the "Agreement") is hereby entered into by and between Gary W. MacLeod ("Employee") and Non Invasive Monitoring Systems, Inc. its affiliates, directors, officers, employees and agents (the "Company"). (Employee and the Company sometimes referred to collectively as the "Parties");
SIXTH AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 26th, 2017 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS SIXTH Amendment (THE “SIXTH AMENDMENT”) DATED July 20, 2017 to THE Note and Security Agreement (THE “AGREEMENT”) dated AS OF March 31, 2010, and as amended on March 14, 2011 (the “First Amendment”), July 29, 2011 (the “Second amendment”), MAY 30, 2012 (THE “tHIRD AMENDMENT”), April 8, 2013 (the “Fourth Amendment”), AND July 27, 2015 (THE “FIFTH AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMENTS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, FIFTH AMENDMENT, AND SIXTH AMENDMENT SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
LOCK-UP AGREEMENTLock-Up Agreement • December 4th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS LOCK-UP AGREEMENT, as may be amended, supplemented or modified from time to time in accordance with the terms hereof, is made as of December 3, 2018 (this “Agreement”) by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), and the undersigned investor (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Exchange Agreement (as defined below).
THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • June 5th, 2012 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS THIRD AMENDMENT (THE “THIRD AMENDMENT”) DATED MAY 30, 2012 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AND JULY 29, 2011 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT AND THE THIRD AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • December 28th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
This Debt Exchange Agreement is dated as of December 21, 2018 (this “Agreement”) by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), Frost Gamma Investments Trust (“FGIT”), Hsu Gamma Investments LP, a Delaware limited partnership (“Hsu Gamma”), Marie Wolf, an individual (“Wolf”), Jane Hsiao, an individual (“Hsu”), and Frost Real Estate Holdings, LLC, a Florida limited liability company (“FREH” and, collectively with FGIT, Hsu Gamma, Wolf and Hsu, the “Holders” and each individually, a “Holder”).
FIRST AMENDMENT TO LICENSING AGREEMENTLicensing Agreement • June 9th, 2009 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS FIRST AMENDMENT (THE “FIRST AMENDMENT”) DATED APRIL 21, 2009 TO THAT LICENSE AGREEMENT (THE “AGREEMENT”) DATED AS OF APRIL 21, 1999 BETWEEN NON-INVASIVE MONITORING SYSTEMS, INC. (“NIMS”) AND CARDINAL HEALTH 211, INC., AS SUCCESSOR IN INTEREST TO SENSORMEDICS CORPORATION (“CARDINAL”).
WAREHOUSE LEASEWarehouse Lease • October 29th, 2009 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus
FIRST AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • March 18th, 2011 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS FIRST AMENDMENT (THE “FIRST AMENDMENT”) DATED MARCH 14, 2011 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”).
SECOND AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • August 4th, 2011 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS SECOND AMENDMENT (THE “SECOND AMENDMENT”) DATED JULY 29, 2011 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”).
FOURTH AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • April 10th, 2013 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS FOURT AMENDMENT (THE “FOURTH AMENDMENT”) DATED APRIL 8, 2013 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) JULY 29, 2011 (THE “SECOND AMENDMENT”) AND MAY 30, 2012 (THE “THIRD AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT AND FOURTH AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
EQUITY EXCHANGE AGREEMENT by and among NON-INVASIVE MONITORING SYSTEMS, INC., IRA FINANCIAL GROUP LLC, IRA FINANCIAL TRUST COMPANY, ADAM BERGMAN, and FRED HORNER Dated as of December 3, 2018Equity Exchange Agreement • December 4th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS EQUITY EXCHANGE AGREEMENT, dated as of December 3, 2018 (this “Agreement”), by and among NON-INVASIVE MONITORING SYSTEMS, INC., a Florida corporation (“NIMS”), IRA FINANCIAL TRUST COMPANY, a South Dakota trust corporation (“IRA Trust”), IRA FINANCIAL GROUP LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”), ADAM BERGMAN (the “Majority Equityholder”) and FRED HORNER (the “Minority Equityholder” and, together with the Majority Equityholder, the “Equityholders”).
1 EXHIBIT 10(C) LETTER OF AGREEMENT 1. General. This agreement is between SensorMedics, a California Corporation, located at 22705 Savi Ranch Parkway, Yorba Linda, California, 92687, herein referred to as SMC, and, Non-Invasive Monitoring Systems,...Letter of Agreement • October 26th, 1995 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus
STOCK PURCHASE AGREEMENT BETWEEN NON-INVASIVE MONITORING SYSTEMS, INC. AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED as of August 1, 2005Stock Purchase Agreement • August 18th, 2005 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of August, 2005 by and among NON-INVASIVE MONITORING SYSTEMS, INC., a corporation organized and existing under the laws of the State of Florida (“NIMS” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor).
FIFTH AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 30th, 2015 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS FIFTH AMENDMENT (THE “FIFTH AMENDMENT”) DATED JULY 27, 2015 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”), JULY 29, 2011 (THE “SECOND AMENDMENT”), MAY 30, 2012 (THE “THIRD AMENDMENT”), AND APRIL 18, 2013 (THE “FOURTH AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, AND FIFTH AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
EXHIBIT B NON-INVASIVE MONITORING SYSTEMS, INC. SUBSCRIPTION AGREEMENT (the “Agreement”)Subscription Agreement • December 4th, 2008 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
Reference is made to Non-Invasive Monitoring Systems, Inc.’s 10-KSB for the Fiscal Year ended July 31, 2007, filed on October 29, 2007 and its filings, under the Securities Exchange Act of 1934, as amended, since the date of such Form 10-KSB, including all amendments to such Form 10-KSB filed subsequent to October 29, 2007 (the "Exchange Act Filings").
seventh AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • August 2nd, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS seventh Amendment (THE “SEVENTH AMENDMENT”) DATED July 27, 2018 to THE Note and Security Agreement (THE “AGREEMENT”) dated AS OF March 31, 2010, and as amended on March 14, 2011 (the “First Amendment”), July 29, 2011 (the “Second amendment”), MAY 30, 2012 (THE “tHIRD AMENDMENT”), April 8, 2013 (the “Fourth Amendment”), July 27, 2015 (THE “FIFTH AMENDMENT”) and july 20, 2017 (the “sixth amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMENTS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, FIFTH AMENDMENT, SIXTH AMENDMENT, AND SEVENTH AMENDMENT SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
FIRST AMENDMENT TO NOTE AND SECURITY AGREEMENTNote and Security Agreement • November 5th, 2008 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS FIRST AMENDMENT (THE “FIRST AMENDMENT”) DATED OCTOBER 31, 2008 TO NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF AUGUST 28, 2008 BETWEEN NON-INVASIVE MONITORING SYSTEMS, INC. (“BORROWER”) AND THE UNDERSIGNED LENDERS (“LENDERS”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 28th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
This Stock Purchase Agreement is dated as of December 21, 2018 (this “Agreement”) by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
