NANOVIBRONIX, INC. _______ Units, each consisting of One Share of Common Stock, $0.001 par value and One- Half of a Redeemable Warrant to Purchase One Share of Common Stock, $0.001 par value FORM OF UNDERWRITING AGREEMENTNanoVibronix, Inc. • May 2nd, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Company FiledMay 2nd, 2014 Industry JurisdictionNanoVibronix, 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-half of a redeemable 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