EX-10.2






EXHIBIT 10.2



THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENT




THIS THIRD AMENDMENT (THE “THIRD AMENDMENT”) DATED MAY 30, 2012 TO THE NOTE AND SECURITY
AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE
“FIRST AMENDMENT”) AND JULY 29, 2011 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING
SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA
INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG
WITH THE FIRST AMENDMENT, SECOND AMENDMENT AND THE THIRD AMENDMENT, SHALL BE REFERRED TO HEREIN AS
THE AMENDED AGREEMENT.



RECITALS




WHEREAS, Borrower and Lender (collectively, the “Parties”) are parties to the Agreement which
became effective on March 31, 2010 and which was amended by the First Amendment on March 14, 2011
and by the Second Amendment on July 29, 2011; and



WHEREAS, the Borrower and Lender entered into the Second Amendment which extended the Maturity
Date (as originally defined in the Agreement) until July 31, 2012, and



WHEREAS, the Borrower and Lender which to extend the Maturity Date from July 31, 2012 until
July 31, 2013, and



NOW THEREFORE, in consideration of the mutual covenants and promises contained in the
Agreement and this Third Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:



AMENDMENT




1. Section 3 of the Amended Agreement is hereby amended and restated in its entirety as
follows:



Payments of Obligations, including Principal and Interest. The
principal amount of the Loan evidenced hereby, together with any accrued and unpaid
interest, and any and all the Obligations, including unpaid costs, fees and expenses
accrued, such as Lender’s Expenses, shall be due and payable in full on July 31,
2013 (the “Maturity Date”).



2. Governing Law. This Third Amendment shall be governed by the laws of the State of Florida
without regard to its conflict of laws rules or principles.



3. Amendments. Except as expressly amended hereby, the Agreement, the First Amendment and
Second Amendment shall remain unmodified and in full force and effect.



4. Entire Agreement. This Third Amendment and the Amended Agreement and any schedules or
exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to
the subject matter hereof and supersede all prior understandings and writings between the Parties
relating thereto.



5. Interpretation. Any capitalized terms used in this Third Amendment but not otherwise
defined shall have the meaning provided in the Agreement.



6. Counterparts. This Third Amendment may be executed manually, electronically in Adobe® PDF
file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be
considered one and the same amendment and shall become effective when a counterpart hereof shall
have been signed by each of the Parties and delivered to the other Party.



IN WITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note and Security
Note as of the day and year first above written.



	 	 	 
	 	 	NON-INVASIVE MONITORING SYSTEMS, INC.
	
 
	 	By: James J. Martin
	
 
	 	 
	
 
	 	Name: James J. Martin

Title: Chief Financial Officer
	Agreed and Accepted:

	 	

	FROST GAMMA INVESTMENTS TRUST

	 	

	By: /s/ Phillip Frost

	 	

	 

	 	

	Name: Phillip Frost, M.D.

Title: Trustee

	 	



	HSU GAMMA INVESTMENTS, L.P.

	 	

	By: /s/ Jane H. Hsiao

	 	

	 

	 	

	Name: Jane H. Hsiao, Ph.D.

Title: General Partner