0001144204-15-007032 Sample Contracts

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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AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • February 9th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Second Amendment to Convertible Promissory Notes (this “Amendment”) is made as of January 28, 2015, by and among NanoVibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Noteholders”).

AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • February 9th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Second Amendment to Convertible Promissory Notes (this “Amendment”) is made as of January 28, 2015, by and among NanoVibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Noteholders”).

NANOVIBRONIX, INC. 105 Maxess Road, Suite S124 Melville, NY 11747
Restricted Stock Award Agreement • February 9th, 2015 • NanoVibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

Reference is made to that certain Restricted Stock Award Agreement, dated as of February 21, 2014 (the “Award Agreement”), by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and Contractor, pursuant to which the Company granted to Contractor a restricted stock award of 57,143 shares (the “Awarded Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to the terms and conditions of the Award Agreement. All capitalized terms in this letter (the “Letter Agreement”) shall have the meanings assigned to them under the Award Agreement, unless otherwise defined herein. Except as otherwise indicated, information in this Letter Agreement reflects a one-for-seven reverse split of the Common Stock that occurred on May 7, 2014.

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