INDEMNITY AGREEMENTIndemnity Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnity Agreement, dated as of [Date], is made by and between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and [Name of Indemnity] (the “Indemnitee”), to be effective upon the occurrence of a Reporting Event (as defined below).
SIXTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SIXTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 6, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and Globis Overseas Fund, Ltd. (the “Investor”).
WARRANT AGREEMENT NanoVibronix, Inc. and VStock Transfer, LLC., as Warrant Agent WARRANT AGREEMENTWarrant Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2014, is by and between NanoVibronix, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a _______________________, as Warrant Agent (the “Warrant Agent”).
FORM OF CONVERTIBLE PROMISSORY NOTENano Vibronix, Inc. • March 6th, 2014 • 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. hereof, in which case all outstanding principal and accrued interest under this Note will be satisfied in full by virtue of such conversion. This Note is one of the convertible promissory notes issued by the Company in connection with its issuance of approximately $1,537,000 of convertible pr
Void after November 15, 2018 Warrant No. ________Nano Vibronix, Inc. • March 6th, 2014 • 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 Agreement between AC Engineering Ltd. Jerusalem, Israel 97552 hereinafter referred to as and NanoVibronix Inc. Melville, NY 11747 hereinafter referred to asLicense Agreement • March 6th, 2014 • 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”).
CONSULTING AGREEMENTConsulting Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of February 21, 2014 (the “Effective Date”), by and between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and AYTA Consulting, LLC, a New York limited liability company (“AYTA”).
NANO VIBRONIX, INC. FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSSubscription Agreement • March 6th, 2014 • 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 • March 6th, 2014 • 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. ________Nano Vibronix, Inc. • March 6th, 2014 • 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.
NANO VIBRONIX, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 2, 2014 and is entered into by and among Shay Ashkenazy (the “Executive”), Nano Vibronix, Inc., a Delaware corporation (the “Company”), and its wholly-owned Israeli subsidiary, NanoVibronix Ltd., (“NanoVibronix”), a company organized under the laws of the State of Israel. The Company and NanoVibronix are referred to herein collectively as the “Companies.” The Companies and the Executive shall be referred to herein as the “Parties.”
LICENSE AGREEMENTLicense Agreement • March 6th, 2014 • 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 • March 6th, 2014 • 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 • March 6th, 2014 • 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").
THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSSubscription Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Third Amendment to Subscription Agreement for Series B Convertible Preferred Stock and Warrants (this “Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Holders”).
MASTER AMENDMENT AGREEMENTMaster Amendment Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This MASTER AMENDMENT AGREEMENT (this “Agreement”), dated as of March __, 2014, is among GLOBIS CAPITAL PARTNERS, L.P., a Delaware limited partnership (“Globis Capital”), GLOBIS OVERSEAS FUND, LTD., a Cayman Islands exempted company (“Globis Overseas”), GLOBIS INTERNATIONAL INVESTMENTS LLC, a Delaware limited liability company (“Globis Investments”), PAUL PACKER (“Packer,” and together with Globis Capital, Globis Overseas and Globis International, the “Holders”), an individual resident of New York, and NANO VIBRONIX, INC., a Delaware corporation (the “Company”).
FORM OF CONVERTIBLE PROMISSORY NOTENano Vibronix, Inc. • March 6th, 2014 • 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
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment to Convertible Promissory Notes (this “Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Noteholders”).
AMENDMENT TO SUBSCRIPTION AGREEMENT CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment to Subscription Agreement for Convertible Promissory Notes (this “Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Noteholders”).
SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSSubscription Agreement • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Second Amendment to Subscription Agreement for Series B Convertible Preferred Stock and Warrants (this “Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Holders”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • March 6th, 2014 • Nano Vibronix, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment to Convertible Promissory Notes (this “Amendment”) is made as of February 28, 2014, by and among Nano Vibronix, Inc., a Delaware corporation (the “Company”), and the persons who execute this Amendment (the “Majority Noteholders”).
