Non Invasive Monitoring Systems Inc /Fl/ Sample Contracts

Non Invasive Monitoring Systems Inc /Fl/ – DEBT EXCHANGE AGREEMENT (December 28th, 2018)

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”).

Non Invasive Monitoring Systems Inc /Fl/ – STOCK PURCHASE AGREEMENT (December 28th, 2018)

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”).

Non Invasive Monitoring Systems Inc /Fl/ – 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)
Non Invasive Monitoring Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Jane Hsiao 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – PROMISSORY NOTE (September 27th, 2017)

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 Jane Hsiao 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 Systems Inc /Fl/ – PROMISSORY NOTE (September 27th, 2017)

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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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 Systems Inc /Fl/ – 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.