FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2013 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 7, 2013, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and Globis Capital Partners, L.P. (the “Investor”).
FORM OF CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 12th, 2013 • 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 Error! Reference source not found. hereof, in which case all outstanding principal and accrued interest under this Note will be satisfied in full by virtue of such conversion. This Convertible Promissory Note is one of the convertible promissory notes issued by the Company in connection with i
License Agreement between AC Engineering Ltd. Jerusalem, Israel 97552 hereinafter referred to as and NanoVibronix Inc. Melville, NY 11747 hereinafter referred to asLicense Agreement • November 12th, 2013 • 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”).
NANO VIBRONIX, INC. FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSSubscription Agreement • November 12th, 2013 • 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”).
NANO VIBRONIX, INC. FORM OF SUBSCRIPTION AGREEMENT CONVERTIBLE PROMISSORY NOTESSubscription Agreement • November 12th, 2013 • 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”).
Void after November 15, 2018 Warrant No. ________Warrant Agreement • November 12th, 2013 • 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.
LICENSE AGREEMENTLicense Agreement • November 12th, 2013 • 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”).
NANO VIBRONIX, INC. FORM OF SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSSubscription Agreement • November 12th, 2013 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of March ___, 2009 between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this agreement as investors (collectively, the “Investors”).
PERSONAL EMPLOYMENT AGREEMENT BETWEEN NANOVIBRONIX AND Dr. JONA ZUMERISPersonal Employment Agreement • November 12th, 2013 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT made as of March 1, 2008, between NANO VIBRONIX (ISRAEL) LTD., an Israeli corporation, having an office at 47 Haatasia St. POB 515 Nesher, Israel 36603, (the "Company"), which is a wholly-owned subsidiary of NANOVIBRONIX Inc., a Delaware corporation with an office at 601 Chestnut Street, Cedarhurst, NY 11516, and Dr. Jona Zumeris (the "Employee").
PERSONAL EMPLOYMENT AGREEMENT BETWEEN NANOVIBRONIX AND Dr. HAROLD JACOBPersonal Employment Agreement • November 12th, 2013 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT made as of April 1, 2008, between NANOVIBRONIX Inc., a Delaware corporation with an office at 601 Chestnut Street, Cedarhurst, NY11516 (“NV Inc.”), NANO VIBRONIX (ISRAEL) LTD., an Israeli corporation and a wholly-owned subsidiary of NV Inc having an office at 47 Haatasia St. POB 515 Nesher, Israel 36603 (“NV-ISRAEL” and, together with NV Inc., the “Company”) and Dr. Harold Jacob (the “Employee”).
