Non-Invasive Monitoring System – 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, 2018 (December 4th, 2018)Page ARTICLE I . PURCHASE AND SALE 3 Section 1.01 The Exchange 3 Section 1.02 Closing 3 Section 1.03 Post-Exchange Operations 3 ARTICLE II . REPRESENTATIONS AND WARRANTIES OF IRA FINANCIAL AND THE EQUITYHOLDERS 4 Section 2.01 Organization; Standing and Power; Charter Documents; Subsidiaries 4 Section 2.02 Capital Structure 5 Section 2.03 Authority; Non-Contravention; Necessary Consent 6 Section 2.04 Financial Statements; Internal Controls 8 Section 2.05 Undisclosed Liabilities 8 Section 2.06 Absence of Certain Changes or Events 8 Section 2.07 Taxes 9 Section 2.08 Intellectual Property 10 Section 2.09 Compliance 12 Section 2.10 Litigation 12 Secti
Non-Invasive Monitoring System – Lock-Up Agreement (December 4th, 2018)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).
Non-Invasive Monitoring System – Promissory Note (November 20th, 2018)FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 ("Maker"), promises to pay to the order of Frost Gamma Investments Trust of 4400 Biscayne Blvd., 15th Floor Miami, FL 33137 ("Payee"), at such place as may be designated in writing by Payee, the principal sum of FIFTY THOUSAND AND 00/XX ($50,000.00) (this "Note").
Non-Invasive Monitoring System – Contract (November 20th, 2018)
Non-Invasive Monitoring System – Fourth AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Fourth Amendment (THE "THIRD AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF september 12, 2011 and AS amended on july 31, 2013 (the "first amendment"), JULY 27, 2015 (THE "SECOND AMENDMENT"), and July 20, 2017 (The "Third Amendment) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND FROST GAMMA INVESTMENTS TRUST (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF April 6, 2017 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Fourth AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Fourth Amendment (THE "FOURTH AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF september 12, 2011 AND AS amended July 31, 2013 (the "First Amendment"), july 27, 2015 (the "Second amendment), and July 20, 2017 (The "Third AMendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND marie wolf (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (August 2nd, 2018)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF SEPTEmBER 22, 2017 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – Fourth AMENDMENT TO Promissory Note (August 2nd, 2018)THIS fourth Amendment (THE "FOURTH AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF FEBRUARY 22, 2013 and AS amended on july 31, 2013 (the "first amendment"), JULY 27, 2015 (the "second amendment"), AND JULY 20, 2017 (THE "THIRD AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (August 2nd, 2018)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF SEPTEMBEr 22, 2017 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF April 6, 2017 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments, l.p. (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (August 2nd, 2018)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF FEBRUARY 15, 2018 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – Fourth AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Fourth Amendment (THE "FOURTH AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF may 30, 2012 AND AS amended on july 31, 2013 (the "first amendment"), july 27, 2015 (The "Second amendment"), And July 20, 2017 (The "THIRD amendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments Trust, L.P. (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF JUNE 1, 2016 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments, l.p. (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Third AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Third Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF september 24, 2014 and amended on july 27, 2015 (the "first amendment"), and July 20, 2017 (The "Second Amendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Third AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Third Amendment (THE "THIRD AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF FEBRUARY 2, 2015 and amended on july 27, 2015 (the "first amendment"), AND July 20, 2017 (THE "SECOND AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (August 2nd, 2018)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF february 15, 2018 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments, l.p. (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – Second AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF JUNE 1, 2016 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Seventh AMENDMENT TO NOTE AND SECURITY AGREEMENT (August 2nd, 2018)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.
Non-Invasive Monitoring System – Second AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF OCTOBER 27, 2015 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Second AMENDMENT TO Promissory Note (August 2nd, 2018)THIS Second Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF OCTOBER 27, 2015 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Third AMENDMENT TO Promissory Note (August 2nd, 2018)THIS third Amendment (THE "THIRD AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF April 16, 2015 and amended on july 27, 2015 ("the first amendment"), AND JULY 20, 2017 (THE "SECOND AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND FROST GAMMA INVESTMENTS TRUST (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (August 2nd, 2018)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 27, 2018, shall amend the Promissory note (THE "NOTE") dated AS OF August 12, 2015 AND AMENDED ON JULY 20, 2017 (THE "FIRST AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – Promissory Note (February 20th, 2018)FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (Maker), promises to pay to the order of HSU GAMMA INVESTMENTS, L.P. of 4400 Biscayne Blvd., 15th Floor Miami, FL 33137 (Payee), at such place as may be designated in writing by Payee, the principal sum of ONE HUNDRED THOUSAND AND 00/XX ($100,000.00) (this Note).
Non-Invasive Monitoring System – Promissory Note (February 20th, 2018)FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (Maker), promises to pay to the order of Frost Gamma Investments Trust of 4400 Biscayne Blvd., 15th Floor Miami, FL 33137 (Payee), at such place as may be designated in writing by Payee, the principal sum of ONE HUNDRED THOUSAND AND 00/XX ($100,000.00) (this Note).
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (July 26th, 2017)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF JUNE 1, 2016 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments Trust, L.P. (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – Sixth Amendment to Note and Security Agreement (July 26th, 2017)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.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (July 26th, 2017)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF April 6, 2017 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (July 26th, 2017)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF september 24, 2014 and amended on july 27, 2015 ("the first amendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – SECOND AMENDMENT TO Promissory Note (July 26th, 2017)THIS SECOND Amendment (THE "SECOND AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF FEBRUARY 2, 2015 and amended on july 27, 2015 ("the first amendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND JANE HSIAO (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – THIRD AMENDMENT TO Promissory Note (July 26th, 2017)THIS THIRD Amendment (THE "THIRD AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF may 30, 2012 AND AS amended on july 31, 2013 (the "first amendment"), and july 27, 2015 (The "Second amendment") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments Trust, L.P. (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (July 26th, 2017)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF August 12, 2015 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – Third AMENDMENT TO Promissory Note (July 26th, 2017)THIS Third Amendment (THE "THIRD AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF september 12, 2011 and AS amended on july 31, 2013 (the "first amendment"), AND ON JULY 27, 2015 (THE "SECOND AMENDMENT") AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND FROST GAMMA INVESTMENTS TRUST (THE "PAYEE") AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (July 26th, 2017)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF OCTOBER 27, 2015 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND frost gamma investments trust (THE "PAYEE") AS NOTED BELOW.
Non-Invasive Monitoring System – First AMENDMENT TO Promissory Note (July 26th, 2017)THIS FIRST Amendment (THE "FIRST AMENDMENT") DATED July 20, 2017, shall amend the Promissory note (THE "NOTE") dated AS OF April 6, 2017 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE "MAKER") AND Hsu Gamma Investments, l.p. (THE "PAYEE") AS NOTED BELOW.